Bond WarnerMedia 2.95% ( US00206RHV78 ) in USD

WarnerMedia

98.434 % ▲

United States

US00206RHV78 ( in USD )

2.95% per year ( payment 2 times a year)

14/07/2026

Prospectus brochure of the bond Warner Media US00206RHV78 en USD 2.95%, maturity 14/07/2026

00206RHV7

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/01/2026 ( In 181 days )

Warner Bros. Discovery, formerly known as WarnerMedia, is a global media and entertainment company encompassing film, television, streaming, and gaming assets.

The Bond issued by WarnerMedia ( United States ) , in USD, with the ISIN code US00206RHV78, pays a coupon of 2.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/07/2026

The Bond issued by WarnerMedia ( United States ) , in USD, with the ISIN code US00206RHV78, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by WarnerMedia ( United States ) , in USD, with the ISIN code US00206RHV78, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B3 1 d740107d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-231171

PROSPECTUS
AT&T Inc.

Offers to Exchange
All Outstanding Notes of the Series Specified Below
and Solicitation of Consents to Amend the Related Time Warner and Historic TW Indentures
Early Participation Date: 5:00 p.m., New York City Time, May 15, 2019, unless extended
Expiration Date: 9:00 a.m., New York City Time, May 31, 2019, unless extended
We are offering to exchange any and all validly tendered (and not validly withdrawn) and accepted notes of the 26 series of notes described in the below
table (collectively, the "Old Notes") issued by Warner Media, LLC ("Time Warner") and Historic TW Inc. ("Historic TW") for notes to be issued by us as
described in, and for the consideration summarized in, the table below.

Title of Series of
Aggregate
Notes to be
Principal
Issued by Us
Early
(mm)
Title of Series
(collectively, the
Exchange
Participation
Total
Amount

of Old Notes
Issuer CUSIP/ISIN No.
"AT&T Notes")
Consideration(1)(2) Premium(1)(2)
Consideration(1)(2)(3)
AT&T
AT&T
Notes
AT&T Notes
Notes
(principal
(principal
(principal

amount) Cash
amount)

amount)
Cash
$500
4.00% Notes
Time
887317AN5
4.000% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00

due 2022
Warner(4)
Notes due 2022

$500
3.40% Notes
Time
887317AQ8
3.400% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00

due 2022
Warner(4)
Notes due 2022

$282
9.15%
Historic
887315AM1
9.150% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
TW(5)
Notes due 2023

2023

$500
4.05% Notes
Time
887317AR6
4.050% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00

due 2023
Warner(4)
Notes due 2023

$136
7.57%
Historic
887315BH1
7.570% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
TW(5)
Notes due 2024

2024

$750
3.55% Notes
Time
887317AV7
3.550% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00

due 2024
Warner(4)
Notes due 2024

$1,500
3.60% Notes
Time
887317AW5
3.600% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00

due 2025
Warner(4)
Notes due 2025

$600
3.875% Notes
Time
887317AZ8
3.875% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00

due 2026
Warner(4)
Notes due 2026

$22
6.85%
Historic
887315BB4
6.850% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
TW(5)
Notes due 2026

2026

$800
2.95% Notes
Time
887317BA2
2.950% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00

due 2026
Warner(4)
Notes due 2026

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Table of Contents
Title of Series of
Aggregate
Notes to be
Principal
Issued by Us
Early
(mm)
Title of Series
(collectively, the
Exchange
Participation
Total
Amount

of Old Notes
Issuer
CUSIP/ISIN No.
"AT&T Notes")
Consideration(1)(2) Premium(1)(2)
Consideration(1)(2)(3)
AT&T
AT&T
Notes
AT&T Notes
Notes
(principal
(principal
(principal

amount) Cash
amount)

amount)
Cash
$1,500
3.80% Notes
Time
887317BB0
3.800% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00

due 2027
Warner(4)
Notes due 2027

$170
6.95%
Historic
887315BM0
6.950% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
TW(5)
Notes due 2028

2028

$402
6 5/8%
Historic
887315BN8
6.625% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
TW(5)
Notes due 2029

2029

$497
7.625%
Time
00184AAC9
7.625% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
Warner(4)
Notes due 2031

2031

$407
7.700%
Time
00184AAG0
7.700% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
Warner(4)
Notes due 2032

2032

$158
8.30%
Historic
887315AZ2
8.300% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Discount
TW(5)
Notes due 2036
Debentures due

2036

$392
6.50%
Time
887317AD7
6.500% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
Warner(4)
Notes due 2036

2036

$357
6.200%
Time
887317AE5
6.200% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
Warner(4)
Notes due 2040

2040

$459
6.10%
Time
887317AH8
6.100% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
Warner(4)
Notes due 2040

2040

$595
6.25%
Time
887317AL9
6.250% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
Warner(4)
Notes due 2041

2041

$500
5.375%
Time
887317AM7
5.375% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
Warner(4)
Notes due 2041

2041

$500
4.90%
Time
887317AP0
4.900% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
Warner(4)
Notes due 2042

2042

$500
5.35%
Time
887317AS4
5.350% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
Warner(4)
Notes due 2043

2043

$600
4.65%
Time
887317AU9
4.650% Global
$
970 $ 1.00 $
30 $
1,000 $ 1.00
Debentures due
Warner(4)
Notes due 2044

2044

Table of Contents
Title of Series of
Aggregate
Notes to be
Principal
Issued by Us
Early
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424B3
(mm)
Title of Series
(collectively, the
Exchange
Participation
Total
Amount

of Old Notes
Issuer
CUSIP/ISIN No.
"AT&T Notes")
Consideration(1)(2) Premium(1)(2)
Consideration(1)(2)(3)
AT&T
AT&T
Notes
AT&T Notes
Notes
(principal
(principal
(principal

amount)
Cash
amount)

amount)
Cash
$900
4.85%
Time
887317AX3
4.850% Global
$
970
$ 1.00
$
30
$
1,000
$ 1.00
Debentures due
Warner(4)
Notes due 2045

2045

700
1.95% Notes
Time
XS1266734349
1.950% Global

970
1.00

30

1,000
1.00

due 2023
Warner(4)
Notes due 2023

(1)
Consideration per $1,000 principal amount of Old U.S. Notes (as defined below) or 1,000 principal amount of Old Euro Notes (as defined below),
as applicable, validly tendered and accepted for exchange, subject to any rounding as described herein.
(2)
The term "AT&T Notes" in this column refers, in each case, to the series of AT&T Notes corresponding to the series of Old Notes of like tenor and
coupon.
(3)
Includes the Early Participation Premium (as defined below) for Old Notes validly tendered prior to the Early Participation Date described below and
not validly withdrawn.
(4)
References to Time Warner refer to Warner Media, LLC, the successor in interest to Time Warner Inc.
(5)
References to Historic TW refer to Historic TW Inc., the successor in interest to Time Warner Companies Inc.
In exchange for each of:

(1)
$1,000 principal amount of dollar-denominated Old Notes (the "Old U.S. Notes") that is validly tendered prior to 5:00 p.m., New York City
time, on May 15, 2019, unless extended by us (such date and time, as it may be extended, the "Early Participation Date") and not validly
withdrawn, holders will receive the total consideration set out in the table above (the "Total Consideration"), which consists of $1,000
principal amount of dollar-denominated AT&T Notes (the "AT&T U.S. Notes") and a cash amount of $1.00; and

(2)
1,000 principal amount of euro-denominated Old Notes (the "Old Euro Notes") that is validly tendered prior to the Early Participation
Date and not validly withdrawn, holders will receive the Total Consideration, which consists of 1,000 principal amount of euro-
denominated AT&T Notes (the "AT&T Euro Notes" and, together with the AT&T U.S. Notes, the "AT&T Notes") and a cash amount of
1.00.
The Total Consideration includes an early participation premium set out in the table above (the "Early Participation Premium"), which consists
of $30 principal amount of AT&T U.S. Notes or 30 principal amount of AT&T Euro Notes, respectively.
In exchange for each of:

(1)
$1,000 principal amount of Old U.S. Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date (as
defined below) and not validly withdrawn, holders will receive only the exchange consideration set out in the table above (the "Exchange
Consideration"), which is equal to the Total Consideration less the Early Participation Premium and so consists of $970 principal amount of
AT&T U.S. Notes and a cash amount of $1.00; and

(2)
1,000 principal amount of Old Euro Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date (as
defined below) and not validly withdrawn, holders will receive only the Exchange Consideration, which is equal to the Total Consideration
less the Early Participation Premium and so consists of 970 principal amount of AT&T Euro Notes and a cash amount of 1.00.
No additional payment will be made for a holder's consent to the proposed amendments to the TW Indentures.
Table of Contents
Tenders of Old Notes in connection with any of the exchange offers may be withdrawn at any time prior to the Expiration Date of the particular
exchange offer. Following the Expiration Date, tenders of Old Notes may not be validly withdrawn unless AT&T is otherwise required by law to
permit withdrawal. Consents to the proposed amendments may be revoked at any time prior to 5:00 p.m., New York City time, on May 15, 2019,
unless extended by us (such date and time, as it may be extended, the "Consent Revocation Deadline"), but may not be revoked at any time
thereafter. Consents may be revoked only by validly withdrawing the associated tendered Old Notes. A valid withdrawal of tendered Old Notes
prior to the Consent Revocation Deadline will be deemed to be a concurrent revocation of the related consent to the proposed amendments to the
appropriate TW Indenture (as defined below), and a revocation of a consent to the proposed amendments prior to the Consent Revocation
Deadline will be deemed to be a concurrent withdrawal of the related tendered Old Notes. However, a valid withdrawal of Old Notes after the
Consent Revocation Deadline will not be deemed a revocation of the related consents and your consents will continue to be deemed delivered.
Each AT&T Note issued in exchange for an Old Note will have an interest rate and maturity that is identical to the interest rate and maturity of the
tendered Old Note, as well as identical interest payment dates and substantially identical optional redemption provisions. No accrued but unpaid interest
will be paid on the Old Notes in connection with the exchange offers. However, interest on the applicable AT&T Note will accrue from and including the
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most recent interest payment date of the tendered Old Note. Subject to the minimum denominations as described herein, the principal amount of each
AT&T Note will be rounded down, if necessary, to the nearest whole multiple of either $1,000 or 1,000, respectively, and we will pay cash equal to the
remaining portion, if any, of the exchange price of such Old Note. The exchange offers will expire at 9:00 a.m., New York City time, on May 31, 2019,
unless extended (the "Expiration Date"). You may withdraw tendered Old Notes at any time prior to the Expiration Date. As further described in this
prospectus, if your valid withdrawal of your tendered Old Notes occurs after the Consent Revocation Deadline, you will not be able to revoke the related
consent to the proposed amendments described below. As of the date of this prospectus, there was $14,313,699,000 aggregate principal amount of
outstanding Old Notes, based on the April 30, 2019 euro/U.S.$ exchange rate of 1/U.S.$1.1216.
Concurrently with the exchange offers, we are also soliciting consents from each holder of the Old Notes, on behalf of Time Warner and Historic TW,
respectively, and upon the terms and conditions set forth in this prospectus and the related letter of transmittal and consent, to certain proposed amendments
(the "proposed amendments") to each series of Old Notes to be governed by, as applicable:

· a Fourteenth Supplemental Indenture, to the indenture, dated as of January 15, 1993 (as amended or supplemented, the "1993 Historic TW
Indenture"), among Historic TW, Time Warner, Historic AOL LLC, Turner Broadcasting System, Inc. ("TBS"), Home Box Office, Inc.

("HBO") and The Bank of New York Mellon, as trustee (the "Time Warner Trustee"), relating to the 9.15% Debentures due 2023, 7.57%
Debentures due 2024, 6.85% Debentures due 2026, 6.95% Debentures due 2028 and 8.30% Discount Debentures due 2036;

· a Fifth Supplemental Indenture, to the indenture, dated as of June 1, 1998 (as amended or supplemented, the "1998 Historic TW Indenture"),

among Historic TW, Time Warner, Historic AOL LLC, TBS, HBO and the Time Warner Trustee, relating to the 6 5/8% Debentures due 2029;

· a Fourth Supplemental Indenture, to the indenture, dated as of April 19, 2001 (as amended or supplemented, the "2001 Time Warner

Indenture"), among Time Warner, Historic TW, Historic AOL LLC, TBS, HBO and the Time Warner Trustee, relating to the 7.625%
Debentures due 2031 and 7.700% Debentures due 2032;

· a Second Supplemental Indenture, to the indenture, dated as of November 13, 2006 (as amended or supplemented, the "2006 Time Warner

Indenture"), among Time Warner, Historic TW, TBS and the Time Warner Trustee, relating to the 6.50% Debentures due 2036; and

· a Second Supplemental Indenture, to the indenture, dated as of March 11, 2010 (as amended or supplemented, the "2010 Time Warner

Indenture"), among Time Warner, Historic TW, HBO, TBS and
Table of Contents
the Time Warner Trustee, relating to the 4.00% Notes due 2022, 3.40% Notes due 2022, 1.95% Notes due 2023, 4.05% Notes due 2023,
3.55% Notes due 2024, 3.60% Notes due 2025, 3.875% Notes due 2026, 2.95% Notes due 2026, 3.80% Notes due 2027, 6.200% Debentures

due 2040, 6.10% Debentures due 2040, 6.25% Debentures due 2041, 5.375% Debentures due 2041, 4.90% Debentures due 2042, 5.35%
Debentures due 2043, 4.65% Debentures due 2044 and 4.85% Debentures due 2045.
The 1993 Historic TW Indenture, the 1998 Historic TW Indenture, the 2001 Time Warner Indenture, the 2006 Time Warner Indenture and the 2010 Time
Warner Indenture are referred to collectively as the "TW Indentures."
You may not consent to the proposed amendments to the relevant TW Indenture without tendering your Old Notes in the appropriate exchange offer and
you may not tender your Old Notes for exchange without consenting to the applicable proposed amendments. By tendering your Old Notes for exchange,
you will be deemed to have validly delivered your consent to the proposed amendments to the applicable TW Indenture under which those notes were
issued with respect to that specific series, as further described under "The Proposed Amendments." You may revoke your consent to the proposed
amendments at any time prior to the Consent Revocation Deadline by withdrawing the Old Notes you have tendered prior to the Consent Revocation
Deadline but you will not be able to revoke your consent after the Consent Revocation Deadline, as further described in this prospectus.
Concurrently with the exchange offers, we are offering to purchase for cash any and all 9.15% Debentures due 2023, 7.57% Debentures due 2024, 6.85%
Debentures due 2026, 6.95% Debentures due 2028, 6 5/8% Debentures due 2029, 7.625% Debentures due 2031, 7.700% Debentures due 2032, 8.30%
Discount Debentures due 2036 and 6.50% Debentures due 2036 (the "Cash Tender Notes"), subject to the delivery of consents to the proposed amendments
to the relevant TW Indentures, on the terms and conditions of the offer to purchase dated as of the date hereof (the "Offer to Purchase"), a copy of which
may be obtained from the information agent (the "Concurrent Cash Tender Offers").
The consummation of each exchange offer is subject to, and conditional upon, the satisfaction or waiver, where permitted, of the conditions
discussed under "The Exchange Offers and Consent Solicitations--Conditions to the Exchange Offers and Consent Solicitations," including,
among other things, the receipt of the Requisite Consents (as set forth in the table beginning on page 58 of this prospectus). We may, at our option
and sole discretion, waive any such conditions, except the condition that the registration statement of which this prospectus forms a part has been
declared effective by the U.S. Securities and Exchange Commission (the "SEC"). All conditions to the exchange offers must be satisfied or, where
permitted, waived, at or by the Expiration Date.
Subject to applicable law, each exchange offer and each consent solicitation is being made independently of the other exchange offers and consent
solicitations, and we reserve the right to terminate, withdraw or amend each exchange offer and each consent solicitation independently of the other
exchange offers and consent solicitations at any time and from time to time, as described in this prospectus.
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We plan to issue the AT&T Notes promptly on or about the third business day following the Expiration Date (the "Settlement Date"). The Old Notes are
not, and the AT&T U.S. Notes will not be, listed on any securities exchange. We intend to list the AT&T Euro Notes on the New York Stock Exchange
("NYSE") within 30 days of the Settlement Date.
This investment involves risks. Prior to participating in any of the exchange offers and consenting to the proposed amendments, please see the
section entitled "Risk Factors" beginning on page 26 of this prospectus for a discussion of the risks that you should consider. Additionally, see the
"Risk Factors" in our 2018 Annual Report to Stockholders, portions of which are filed as Exhibit 13 to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2018, which are incorporated by reference herein, to read about factors you should consider before investing in the AT&T
Notes.
Table of Contents
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
None of AT&T, Time Warner, Historic TW, the exchange agent, the information agent, the Time Warner Trustee, the trustee under the indentures
governing the AT&T Notes or the dealer managers makes any recommendation as to whether holders of Old Notes should exchange their notes in the
exchange offers or deliver consents to the proposed amendments to the TW Indentures.
The communication of this prospectus and any other document or materials relating to the issue of the AT&T Notes offered hereby is not being made, and
such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the United Kingdom's Financial
Services and Markets Act 2000 (as amended, the "FSMA"). Accordingly, such documents and materials are not being distributed to, and must not be
directed at, the general public in the United Kingdom. The communication of such documents and/or materials is only being made to those persons in the
United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order")), or who fall within
Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). In the United Kingdom, this prospectus and the
AT&T Notes offered hereby are only available to, and any investment or investment activity to which this prospectus and any other document or materials
relating to the issue of the AT&T Notes offered hereby relates, will be engaged in only with, Relevant Persons. Any person in the United Kingdom that is
not a Relevant Person should not act or rely on this prospectus or any of its contents.
This prospectus and any other document or materials relating to the issue of the AT&T Notes offered hereby is not a prospectus for the purposes of the
Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended or superseded), and includes any relevant
implementing measure in any member state ("Member State") of the European Economic Area (the "EEA") which has implemented the Prospectus
Directive.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS--The AT&T Notes are not intended to be offered, sold or otherwise made available to
any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in
point (11) of Article 4(1) of Directive (EU) 2014/65/EU (as amended, MiFID II"), (ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II, or (iii) a person that is not a qualified investor as defined in the Prospectus Directive. Consequently, no key information document required by
Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the AT&T Notes and otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to a retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE/TARGET MARKET--Solely for the purposes of each manufacturer's product approval process, the target
market assessment in respect of the AT&T Notes has led to the conclusion that: (i) the target market for the AT&T Notes is eligible counterparties and
professional clients only, each as defined in MiFID II, and (ii) all channels for distribution of the AT&T Notes to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the AT&T Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the AT&T Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Table of Contents
The dealer managers for the exchange offers and solicitation agents for the consent solicitations for the Old U.S. Notes are:

BofA Merrill Lynch

Deutsche Bank Securities

J.P. Morgan
Barclays

Mizuho Securities

MUFG
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The dealer managers for the exchange offer and solicitation agents for the consent solicitation for the Old Euro Notes are:

BofA Merrill Lynch

Deutsche Bank

J.P. Morgan
Barclays

Mizuho Securities

MUFG
The date of this prospectus is May 13, 2019
Table of Contents
TABLE OF CONTENTS

Page
About This Prospectus

i
Cautionary Statement Regarding Forward-Looking Statements

iii
Where You Can Find More Information

iii
Incorporation of Certain Information by Reference

iii
Summary

1
Risk Factors

26
Use of Proceeds

31
The Exchange Offers and Consent Solicitations

32
Description of the Differences Between the AT&T Notes and the Old Notes

48
The Proposed Amendments

58
Foreign Exchange Risks

65
Description of the AT&T Notes

66
Material U.S. Federal Income Tax Considerations

84
Notices to Certain Non-U.S. Holders

94
Validity of Notes

98
Experts

98
ABOUT THIS PROSPECTUS
References in this prospectus to "AT&T," the "Company," "we," "us," and "our" refer to AT&T Inc. and its consolidated subsidiaries, unless
otherwise stated or the context so requires.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this
prospectus. We and the dealer managers take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where it is unlawful. The
delivery of this prospectus will not, under any circumstances, create any implication that there has been no change in our affairs since the date of this
prospectus or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. Our business,
financial condition, results of operations and prospects may have changed since those dates.
This prospectus is part of a registration statement that we have filed with the SEC. Prior to making any decision with respect to the exchange offers
and consent solicitations, you should read this prospectus and any prospectus supplement, together with the documents incorporated by reference herein,
the registration statement, the exhibits thereto and the additional information described under the heading "Where You Can Find More Information."
References in this prospectus to "$" and "dollars" are to the currency of the United States. References to "" and "euro" are to the lawful currency of
the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the
European Community, as amended by the Treaty on European Union. The financial information presented in this prospectus has been prepared in
accordance with generally accepted accounting principles in the United States.
This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus.
We will provide you without charge upon your request, a copy of any documents that we incorporate by reference, other than exhibits to those
documents that are not specifically incorporated by reference into those documents. You may request a copy of this prospectus and any of the
documents incorporated by reference into this prospectus or other information concerning AT&T, without charge, by written or telephonic
request directed to AT&T, Attention: Stockholder Services, One AT&T Plaza, 208 South Akard Street, Dallas, Texas 75202, Telephone (210)
821-4105.

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To receive timely delivery of the documents prior to the Early Participation Date, you should make your request no later than May 8, 2019.
To receive timely delivery of the documents prior to the Expiration Date, you should make your request no later than May 22, 2019.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement or any document incorporated by reference may include forward looking statements. These estimates
and statements are subject to risks and uncertainties, and actual results might differ materially. Such estimates and statements include, but are not limited to,
statements about AT&T's plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon
the current beliefs and expectations of the management of AT&T and are subject to significant risks and uncertainties outside of our control.
Statements included in or incorporated by reference into this prospectus or any prospectus supplement, that are not historical facts, including
statements about the beliefs and expectations of the management of AT&T, are forward-looking statements. Words such as "believes," "anticipates,"
"estimates," "expects," "intends," "aims," "potential," "will," "would," "could," "considered," "likely," "estimate" and variations of these words and
similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such
statements. While AT&T believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only
predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of AT&T. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may
differ materially from the current expectations of AT&T depending upon a number of factors affecting their businesses and risks associated with the
successful completion of the exchange offers and consent solicitations. These factors include, but are not limited to, risks and uncertainties detailed in
AT&T's periodic public filings with the SEC, including those discussed under the sections entitled "Risk Factors" in AT&T's 2018 Annual Report to
Stockholders, portions of which are filed as Exhibit 13 to AT&T's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, factors
contained or incorporated by reference into such documents and in subsequent filings by AT&T with the SEC, and in this prospectus, including in the
section captioned "Risk Factors."
Except as otherwise required by law, AT&T is not under any obligation, and expressly disclaims any obligation, to update, alter, or otherwise revise
any forward-looking statements, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading
this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet
site that has reports, proxy and information statements and other information about AT&T. The address of that site is http://www.sec.gov. The reports and
other information filed by AT&T with the SEC are also available at its Internet website, www.att.com. This website address is for information only and is
not intended to be an active link or to incorporate any website information into this document.
Copies of the materials referred to in the preceding paragraph and any current amendment or supplement to this prospectus, may also be obtained
from the information agent at the address set forth on the back cover of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We "incorporate by reference" the information we file with the SEC, which means that we disclose important information to you by referring you to
those documents. The information incorporated by reference is

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considered to be part of this prospectus, and information that we file later with the SEC and incorporate herein will automatically update and supersede this
information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of this registration statement and until we complete the
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exchange offers and consent solicitations (other than, in each case, documents or information deemed to have been furnished and not filed in accordance
with the SEC rules):

1.
Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (filed with the SEC on February 20, 2019);

2.
The portions of our Proxy Statement on Schedule 14A for our 2019 annual meeting of stockholders filed with the SEC on March 11, 2019 that

are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2018;

3.
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (filed with the SEC on May 6, 2019), as amended by Form 10-Q/A

(filed with the SEC on May 7, 2019);

4.
The audited consolidated balance sheets of Time Warner Inc. as of December 31, 2017 and December 31, 2016 and the consolidated statements
of operations, consolidated statements of cash flows and consolidated statements of equity and comprehensive income of Time Warner Inc. for

the years ended December 31, 2017, 2016 and 2015, the notes related thereto, the financial statement schedule and the independent registered
public accounting firm's report related thereto, filed as Exhibits 99.1 and 99.2 to our Current Report on Form 8-K filed with the SEC on
June 15, 2018; and

5.
Current Reports on Form 8-K filed with the SEC on January 30, 2019, February 15, 2019, February 19, 2019, February 20, 2019, April 24,

2019, May 1, 2019 and May 2, 2019.
Documents incorporated by reference are available from the SEC as described above or from us without charge, or from the information agent,
excluding exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this document. The information agent
may be contacted at the address set forth on the back cover of this prospectus. You may request a copy of this prospectus and any of the documents
incorporated by reference into this prospectus or other information concerning AT&T, without charge, by written or telephonic request directed to AT&T,
Attention: Stockholder Services, One AT&T Plaza, 208 South Akard Street, Dallas, Texas 75202, Telephone (210) 821-4105; or from the SEC through the
SEC website at the address provided above.

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SUMMARY
This summary provides an overview of selected information. Because this is only a summary, it may not contain all of the information that may
be important to you in understanding the exchange offers and consent solicitations. You should carefully read this entire prospectus, including the
section entitled "Risk Factors," as well as the information incorporated by reference in this prospectus. See the sections of this prospectus entitled
"Where You Can Find More Information" and "Incorporation of Certain Information by Reference."
AT&T Inc.
AT&T Inc. ("AT&T," "we" or the "Company") is a holding company whose subsidiaries and affiliates operate worldwide in the
telecommunications, media and technologies industries. It is incorporated under the laws of the State of Delaware in 1983 and has its principal
executive offices at 208 S. Akard St., Dallas, Texas, 75202 (telephone number 210-821-4105). We offer our services and products to consumers in
the U.S., Mexico and Latin America and to businesses and other providers of telecommunications services worldwide. We also develop, produce and
distribute feature films, television, gaming and other content in various physical and digital formats globally, including owning and operating three
regional TV sports networks. We maintain an internet website at www.att.com. This website address is for information only and is not intended to be
an active link or to incorporate any website information into this document.
We are a leading provider of telecommunications, media and technology services globally. The services and products that we offer vary by
market and utilize various technology platforms in a range of geographies. We manage our business through four reportable segments:
Communications, WarnerMedia, Latin America, and Xandr. The Communications segment provides services to businesses and consumers located in
the U.S. or in U.S. territories and businesses globally. The WarnerMedia segment develops, produces and distributes feature films, television, gaming
and other content over various physical and digital formats. The Latin America segment provides entertainment and wireless services outside of the
U.S. The Xandr segment provides advertising services.
Questions and Answers about the Exchange Offers and Consent Solicitations

Q:
Why is AT&T making the exchange offers and consent solicitations?

A:
AT&T is conducting the exchange offers to simplify its capital structure and to give existing holders of Old Notes the option to obtain

securities issued by AT&T, which will be pari passu with AT&T's other unsecured and unsubordinated debt securities. AT&T is
conducting the consent solicitations to ease administration of AT&T's indebtedness.
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Q:
What will I receive if I tender my Old Notes in the exchange offers and consent solicitations?

A:
Subject to the conditions described in this prospectus, each Old Note that is validly tendered prior to 9:00 a.m., New York City time, on
the Expiration Date, and not validly withdrawn, will be eligible to receive an AT&T Note of the applicable series (as designated in the

table below), which will accrue interest at the same annual interest rate, have the same interest payment dates, same optional redemption
prices and same maturity date as the Old Note for which it was exchanged.
Specifically,

·
As relates to the exchange of Old U.S. Notes for AT&T U.S. Notes, (a) in exchange for each $1,000 principal amount of Old U.S.

Notes that is validly tendered prior to 5:00 p.m., New York City time, on the Early Participation Date, and not validly withdrawn,
holders will receive the

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Total Consideration, which consists of $1,000 principal amount of AT&T U.S. Notes (including the Early Participation Premium,
which consists of $30 principal amount of AT&T U.S. Notes) and a cash amount of $1.00, and (b) in exchange for each $1,000

principal amount of Old U.S. Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date, and
not validly withdrawn, holders will receive only the Exchange Consideration, which consists of $970 principal amount of AT&T
U.S. Notes and a cash amount of $1.00.

·
As relates to the exchange of Old Euro Notes for AT&T Euro Notes and subject to the applicable minimum denomination as
discussed below, (a) in exchange for each 1,000 principal amount of Old Euro Notes that is validly tendered prior to 5:00 p.m.,
New York City time, on the Early Participation Date, and not validly withdrawn, holders will receive the Total Consideration,
which consists of 1,000 principal amount of AT&T Euro Notes (including the Early Participation Premium, which consists of 30

principal amount of AT&T Euro Notes) and a cash amount of 1.00, and (b) in exchange for each 1,000 principal amount of Old
Euro Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date, and not validly withdrawn,
holders will receive only the Exchange Consideration, which consists of 970 principal amount of AT&T Euro Notes and a cash
amount of 1.00.
The AT&T Notes will be issued under and governed by the terms of our indenture (the "Indenture"), dated as of May 15, 2013, with The
Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), described under "Description of the AT&T Notes."
The AT&T U.S. Notes will be issued only in minimum denominations of $1,000 and whole multiples of $1,000 thereafter. See
"Description of the AT&T Notes--Description of the AT&T U.S. Notes--General." We will not accept tenders of Old U.S. Notes if such
tender would result in the holder thereof receiving in the applicable exchange offer an amount of AT&T U.S. Notes below the applicable
minimum denomination. If we would be required to issue an AT&T U.S. Note in a denomination other than $1,000 or a whole multiple of
$1,000 above such minimum denomination, we will, in lieu of such issuance:

·
issue an AT&T U.S. Note in a principal amount that has been rounded down to the nearest lesser whole multiple of $1,000 above
such minimum denomination; and pay a cash amount equal to the difference between (i) the principal amount of the AT&T U.S.

Notes to which the tendering holder would otherwise be entitled and (ii) the principal amount of the AT&T U.S. Note actually
issued in accordance with this paragraph; plus

·
accrued and unpaid interest on the principal amount of such Old U.S. Note representing such difference to the Settlement Date;
provided, however, that you will not receive any payment for interest on this cash amount by reason of any delay on the part of the
exchange agent (as defined herein) in making delivery or payment to the holders entitled thereto or any delay in the allocation or

crediting of securities or monies received by The Depository Trust Company ("DTC") to participants in DTC or in the allocation
or crediting of securities or monies received by participants to beneficial owners and in no event will AT&T be liable for interest
or damages in relation to any delay or failure of payment to be remitted to any holder.
The AT&T Euro Notes will be issued only in minimum denominations of 100,000 and whole multiples of 1,000 thereafter. See
"Description of the AT&T Notes--Description of the AT&T Euro Notes--General." We will not accept tenders of Old Euro Notes if
such tender would result in the holder thereof receiving in the applicable exchange offer an amount of AT&T Euro Notes below the
applicable minimum denomination of 100,000. If we would be required to issue an AT&T Euro Note

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in a denomination other than 100,000 or a whole multiple of 1,000 above such minimum denomination, we will, in lieu of such
issuance:

·
issue an AT&T Euro Note in a principal amount that has been rounded down to the nearest lesser whole multiple of 100,000 or
1,000 above such minimum denomination; and pay a cash amount equal to the difference between (i) the principal amount of the

AT&T Euro Notes to which the tendering holder would otherwise be entitled and (ii) the principal amount of the AT&T Euro Note
actually issued in accordance with this paragraph; plus

·
accrued and unpaid interest on the principal amount of such Old Euro Note representing such difference to the Settlement Date;
provided, however, that you will not receive any payment for interest on this cash amount by reason of any delay on the part of
Euroclear/Clearstream Luxembourg (as defined herein) in making delivery or payment to the holders or in the allocation or

crediting of securities or monies to participants in Euroclear/Clearstream Luxembourg or in the allocation or crediting of securities
or monies received by participants to beneficial owners and in no event will AT&T be liable for interest or damages in relation to
any delay or failure of payment to be remitted to any holder.
Any holder of Old Notes located or resident in any Member State of the EEA which is a retail investor will not be able to participate in
the exchange offers. For these purposes, a retail investor means a person who is one or more of the following: (i) a retail client as defined
in point (11) of Article 4(1) of MiFID II, (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) a person that is not a qualified
investor as defined in the Prospectus Directive.
Except as otherwise set forth above, instead of receiving a payment for accrued interest on Old Notes that you exchange, the AT&T Notes
you receive in exchange for those Old Notes will accrue interest from (and including) the most recent interest payment date on those Old
Notes. No accrued but unpaid interest will be paid with respect to Old Notes tendered for exchange.
You may not consent to the proposed amendments to the relevant TW Indenture without tendering your Old Notes in the appropriate
exchange offer and you may not tender your Old Notes for exchange without consenting to the applicable proposed amendments. By
tendering your Old Notes for exchange, you will be deemed to have validly delivered your consent to the proposed amendments to the
applicable TW Indenture under which those notes were issued with respect to that specific series, as further described under "The
Proposed Amendments." You may revoke your consent to the proposed amendments at any time prior to the Consent Revocation
Deadline by withdrawing the Old Notes you have tendered prior to the Consent Revocation Deadline but you will not be able to revoke
your consent after the Consent Revocation Deadline, as further described in this prospectus.

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Title of Series of Notes Issued by Time Warner and
Historic TW to be Exchanged (collectively, the "Old
Title of Series of Notes to be Issued by AT&T
Notes")

(collectively, the "AT&T Notes")
4.00% Notes due 2022

4.000% Global Notes due 2022
3.40% Notes due 2022

3.400% Global Notes due 2022
9.15% Debentures due 2023

9.150% Global Notes due 2023
4.05% Notes due 2023

4.050% Global Notes due 2023
7.57% Debentures due 2024

7.570% Global Notes due 2024
3.55% Notes due 2024

3.550% Global Notes due 2024
3.60% Notes due 2025

3.600% Global Notes due 2025
3.875% Notes due 2026

3.875% Global Notes due 2026
6.85% Debentures due 2026

6.850% Global Notes due 2026
2.95% Notes due 2026

2.950% Global Notes due 2026
3.80% Notes due 2027

3.800% Global Notes due 2027
6.95% Debentures due 2028

6.950% Global Notes due 2028
6 5/8% Debentures due 2029

6.625% Global Notes due 2029
7.625% Debentures due 2031

7.625% Global Notes due 2031
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