Subject to Completion
Preliminary Prospectus Supplement Dated February 12, 2020
Prospectus Supplement , 2020
(To Prospectus dated May 13, 2019)
Depositary Shares
AT&T Inc.
Each representing a 1/1,000th Interest in a
Share of % Perpetual Preferred Stock, Series C
Each of the depositary shares offered hereby (the
depositary shares) represents a 1/1,000th interest in a share of % Perpetual Preferred Stock, Series C, $25,000 stated amount (as defined
herein) per share (equivalent to $25.00 per depositary share) (the Series C) of AT&T Inc., deposited with Computershare Inc. and Computershare Trust Company, N.A. (collectively as depositary, the Depositary). The
depositary shares are evidenced by depositary receipts. As a holder of depositary shares, you are entitled to a proportional fractional interest in all rights and preferences of the Series C (including dividend, voting, redemption and liquidation
rights). You must exercise these rights through the Depositary.
We will pay dividends on the Series C only when, as and if declared by our
board of directors (or a duly authorized committee thereof) out of funds legally available for the payment of dividends. Any such dividends will be payable at an annual rate
of % of the stated amount per share of Series C, on a cumulative basis from the date of original issue, quarterly in arrears on the 1st day of February,
May, August and November of each year, commencing on May 1, 2020. Payment of dividends on the Series C is subject to certain restrictions as described elsewhere in this prospectus supplement or in the documents incorporated by reference herein.
Distributions will be made in respect of the depositary shares if and to the extent dividends are paid on the Series C.
We may, at our
option, redeem the Series C (i) in whole or in part, at any time on or after February , 2025 at a cash redemption price equal to the stated amount (i.e., $25,000 per share of Series C) (equivalent to $25.00 per depositary
share), plus (except as otherwise provided herein) an amount equal to all accrued and unpaid dividends thereon (whether or not declared), to, but not including, the date fixed for redemption, or (ii) in whole but not in part at any time within
90 days after the conclusion of any review or appeal process instituted by us following the occurrence of a ratings event (as defined in Description of the % Perpetual Preferred Stock, Series COptional
Redemption) at a cash redemption price equal to $25,500 per share of Series C (equivalent to $25.50 per depositary share), plus (except as otherwise provided herein) an amount equal to all accrued and unpaid dividends thereon (whether or not
declared) to, but not including, the date fixed for redemption. See Description of the % Perpetual Preferred Stock, Series COptional
Redemption. If we redeem the Series C, the Depositary will redeem a proportionate number of depositary shares. Neither you, as a holder of depositary shares, nor the Depositary will have the right to require the redemption or repurchase of the
Series C or the depositary shares.
The Series C will not have voting rights, except as set forth under Description of
the % Perpetual Preferred Stock, Series CVoting Rights. A holder of depositary shares will be entitled to direct the Depositary to vote in such circumstances. See Description of the Depositary
SharesVoting of the Depositary Shares.
We intend to apply to list the depositary shares on The New York Stock Exchange
(NYSE) under the symbol T PRC. If approved for listing, we expect trading of the depositary shares on the NYSE to commence within 30 days after they are first issued.
Investing in the depositary shares and the underlying Series C involves risks. See Risk Factors
beginning on page S-7 of this prospectus supplement and the risk factors described in our periodic reports filed with the U.S. Securities and Exchange Commission (the SEC) that are incorporated by
reference into this prospectus supplement.
Neither the
SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per Depositary
Share
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Total
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Price to public(1)
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$
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$
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Underwriting discount(2)
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$
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$
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Proceeds, before expenses, to AT&T Inc.
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$
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$
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(1)
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The price to the public does not include accrued dividends, if any, that may be declared. Dividends, if
declared, will accrue from the date of original issuance, which is expected to be February , 2020.
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(2)
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Reflects depositary shares sold to retail
investors, for which the underwriters will receive an underwriting discount of $ per depositary share, and depositary shares sold to institutional
investors, for which the underwriters will receive an underwriting discount of $ per depositary share. See Underwriting for a description of compensation to the
underwriters.
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The underwriters expect to deliver the depositary shares in book-entry form through the facilities of The
Depository Trust Company for the accounts of its participants, which include Clearstream Banking, S.A. and Euroclear Bank SA/NV, against payment in New York, New York on or about February , 2020.
Joint Book-Running Managers
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BofA Securities
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J.P. Morgan
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Morgan Stanley
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RBC Capital Markets
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UBS Investment Bank
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Wells Fargo Securities
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The date of this prospectus supplement
is , 2020.