As filed with the Securities and Exchange Commission on October 12, 2018May 2, 2019

RegistrationNo. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AT&T INC.

(Exact Name of Registrant as Specified in Its Charter)

One AT&T Plaza

208 South Akard Street

Dallas, Texas 75202

Telephone: (210)821-4105

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Stacey S. Maris

Senior Vice President, Assistant General Counsel and Secretary

AT&T Inc.

One AT&T Plaza

208 South Akard Street

Dallas, Texas 75202

(210)821-4105

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: Upon the consummation of the exchange offers described herein.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Sectionsection 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission,SEC, acting pursuant to said Sectionsection 8(a), may determine.

The information in this prospectus may change. We may not complete the exchange offers and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 12, 2018MAY 2, 2019

PROSPECTUS

AT&T Inc.

AT&T Inc.

Offers to Exchange

All Outstanding Notes of the Series Specified Below

In exchange for each of:

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 new Floating Rate GlobalAT&T U.S. Notes due 2023 registered under the Securities Act of 1933, for any and all outstanding unregistered Floating Rate Global Notes due 2023,

Up to $1,278,679,000 aggregateor €30 principal amount of new 4.900% GlobalAT&T Euro Notes, due 2037 registered under the Securities Act of 1933,respectively.

In exchange for any and all outstanding unregistered 4.900% Global Notes due 2037,each of:

Up to $1,694,666,000 aggregate principal amount of new 5.150% Global Notes due 2050 registered under the Securities Act of 1933,

No additional payment will be made for any and all outstanding unregistered 5.150% Global Notes due 2050, and

Up to $643,744,000 aggregate principal amount of new 5.300% Global Notes due 2058 registered under the Securities Act of 1933, for any and all outstanding unregistered 5.300% Global Notes due 2058.

AT&T Inc. (“AT&T”) is offering to exchange (i) new registered Floating Rate Global Notes due 2023 (the “Floating Rate Exchange Notes”) for its outstanding unregistered Floating Rate Global Notes due 2023 (the “Floating Rate Original Notes”), (ii) new registered 4.900% Global Notes due 2037 (the “2037 Exchange Notes”) for its outstanding unregistered 4.900% Global Notes due 2037 (the “2037 Original Notes”), (iii) new registered 5.150% Global Notes due 2050 (the “2050 Exchange Notes”) for its outstanding unregistered 5.150% Global Notes due 2050 (the “2050 Original Notes”) and (iv) new registered 5.300% Global Notes due 2058 (the “2058 Exchange Notes” and, together with the 2037 Exchange Notes and the 2050 Exchange Notes, the “Fixed Rate Exchange Notes” and, together with the Floating Rate Exchange Notes, the “Exchange Notes”) for its outstanding unregistered 5.300% Global Notes due 2058 (the “2058 Original Notes” and, together with the Floating Rate Original Notes, the 2037 Original Notes and the 2050 Original Notes, the “Original Notes”). The Original Notes and the Exchange Notes are sometimes referred to in this prospectus together as the “Notes”. The terms of each series of the Exchange Notes are substantially identicala holder’s consent to the terms of the applicable series of Original Notes, except that the Exchange Notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), and the transfer restrictions and registration rights and related special interest provisions applicableproposed amendments to the OriginalTW Indentures.

Tenders of Old Notes do not apply to the Exchange Notes. The Original Notes may only be tendered in an amount equal to $2,000 in principal amount and in integral multiples of $1,000 thereafter. Interest on the Fixed Rate Exchange Notes will accrue from the most recent date on which interest on the Original Notes has been paid, which, for the avoidance of doubt, is August 14, 2018, and will be payable semiannually in arrears on February 14 and August 14, commencing on February 14, 2019. Interest on the Floating Rate Exchange Notes will accrue from the most recent date on which interest on the Original Notes has been paid, and will be payable on February 14, May 14, August 14 and November 14 of each year, commencing on November 14, 2018. We will deem the right to receive any interest accrued but unpaid on the Original Notes waived by you if we accept your Original Notes for exchange. Accordingly, holders whose tenders are accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes, unless the record date for any such interest payment occurs before the completion of the Exchange Offers. We refer to these offers as the “Exchange Offers”. For a more detailed description of the Exchange Notes, see “Description of Exchange Notes”.

We are not asking you for a proxy and you are requested not to send us a proxy. You do not have dissenters’ rights of appraisal in connection with the Exchange Offers. See “The Exchange Offers — Absence of Dissenters’ Rights of Appraisal”.

No public market currently exists for the Original Notes and we cannot assure you that any public market for the Exchange Notes will develop. The Exchange Notes will not be listed on any national securities exchange.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as itexchange offers may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the Expiration Date (as defined herein), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” below.

Holders may withdraw their tendered Original Noteswithdrawn at any time at or prior to the Expiration Date (as defined below) of the Exchange Offers. The Exchange Offers will expireparticular 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 , 2018,May 15, 2019, unless extended or earlier terminated by us (such date and time, as the sameit 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 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 earlier terminated€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:

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 ortime 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 series of Exchange Notes, the “Expiration Date”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”). The Exchange Offers are, subject to customarythe 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”. No Exchange Offer is conditioned upon anyOffers and Consent Solicitations,” including, among other Exchange Offer, and we may terminate or extend any Exchange Offer without terminating or extendingthings, the other Exchange Offers.

Investingreceipt of the Requisite Consents (as set forth in the Exchange Notes involves risks. See “Risk Factors”table beginning on page 3758 of this prospectus). We may, at our 2017option 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.

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 onForm 10-K for the fiscal year ended December 31, 2017 and “Risk Factors” beginning on page 69 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, which are incorporated by reference herein, and on page 9 of this prospectus, to read about factors you should consider before investing in the ExchangeAT&T Notes.

Neither the Securities and Exchange Commission (the “SEC”)SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacydetermined if this prospectus is truthful or accuracy of this prospectus.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 dated                 Directive. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended or superseded), 2018.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.

The dealer managers for the exchange offers and solicitation agents for the consent solicitations for the Old U.S. Notes are:

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

The date of this prospectus is             , 2019

TABLE OF CONTENTS

Page

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 has beenis authorized to give any information or to make any representation concerning usrepresentations other than those contained or the Exchange Offers (other than as containedincorporated by reference in this prospectus orprospectus. We and the related letter of transmittal) and wedealer managers take no responsibility for, norand can we provide anyno assurance as to the reliability of, any other information that others may give you. You shouldThis prospectus is not assumean 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 in this prospectus is accuratecorrect as of any date other than the date on the front cover of this prospectus ortime subsequent to the date of the incorporated document, as applicable.such information. Our business, financial condition, results of operations and prospects may have changed since those dates.

In making an investment decision, prospective investors must rely on their own examinationThis prospectus is part of us, and the terms of the Exchange Offers, including the merits and risks involved. Prospective investors should not construe anything in this prospectus as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to participate in the Exchange Offers and to invest in the Exchange Notes under applicable legal investment or similar laws or regulations.

There are no guaranteed delivery provisions provided for in conjunctiona registration statement that we have filed with the Exchange Offers underSEC. Prior to making any decision with respect to the terms ofexchange offers and consent solicitations, you should read this prospectus and the accompanying letter of transmittal. Tendering holders must tender their Original Notes in accordanceany prospectus supplement, together with the procedures set forthdocuments incorporated by reference herein, the registration statement, the exhibits thereto and the additional information described under “The Exchange Offers — Procedures for Tendering Original Notes”.

This prospectus contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Seeheading “Where You Can Find More Information”.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

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When we referor telephonic request directed to “we”, “our” or “us” in this prospectus, we mean AT&T, Inc. and its consolidated subsidiaries unlessAttention: Stockholder Services, One AT&T Plaza, 208 South Akard Street, Dallas, Texas 75202, Telephone (210)821-4105.

To receive timely delivery of the context explicitly otherwise requires.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

We have includedThis prospectus, any prospectus supplement or any document incorporated by reference in this prospectus statements that may constitute “forward-looking statements”.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”,“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 itstheir businesses and risks associated with the successful completion of the Exchange Offers.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 20172018 Annual Report to Stockholders, portions of which are filed as Exhibit 13 to AT&T’s Annual Report on Form10-K for the fiscal year ended December 31, 2017 and in AT&T’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, and the 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”.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 prospectusannouncement 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. You may readThe SEC maintains an Internet site that has reports, proxy and copy any documentsinformation statements and other information about AT&T. The address of that site is http://www.sec.gov. The reports and other information filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our filingsAT&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 public throughmaterials referred to in the SEC’s Internet sitepreceding paragraph and any current amendment or supplement to this prospectus, may also be obtained from the information agent athttp://www.sec.gov.

We have filed with the SEC a registration statementaddress set forth on Form S-4 relating to the securities covered byback cover of this prospectus. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the

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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 filingdate of the registration statement to which this prospectus relates and prior to the effectiveness of such registration statement and all such future filings thatuntil we make withcomplete the SEC until the Expiration Dateexchange 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):

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.

To receive timely delivery of the documents prior to the Expiration Date, you should make your request no later than five business days before the date you must make your investment decision, or             , 2018.

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RISK FACTORS

AnyAn investment in the ExchangeAT&T Notes involves a high degree of risk, including but not limited to the risks described below. In addition, you should carefully consider, among other things, the matters discussed under “Risk Factors” in our 20172018 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, 2017 and in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, as well as the other information incorporated by reference in this prospectus. The risks and uncertainties described below and in our Annual Report and Quarterly Report are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition and results of operations could suffer. As a result, the trading price of the ExchangeAT&T Notes could decline, perhaps significantly, and you could lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-Looking Statements”.“Cautionary Statement Regarding Forward-Looking Statements.”

Risks Relating to the ExchangeAT&T Notes

The ExchangeAT&T Notes are unsecured and will be effectively junior to our secured indebtedness to the extent of the collateral therefortherefor..

The ExchangeAT&T Notes are senior unsecured general obligations of AT&T. Holders of our secured indebtedness, if any, will have claims that are prior to your claims as holders of the ExchangeAT&T Notes, to the extent of the assets securing such indebtedness. Thus, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, our pledged assets would be available to satisfy obligations of our secured indebtedness before any payment could be made on the ExchangeAT&T Notes. To the extent that such assets cannot satisfy in full our secured indebtedness, the holders of such indebtedness would have a claim for any shortfall that would rank equally in right of payment with the ExchangeAT&T Notes. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the ExchangeAT&T Notes. As a result, holders of the ExchangeAT&T Notes may receive less, ratably, than holders of our secured indebtedness, or may not receive anything at all in any of the foregoing events.indebtedness. At March 31, 2019, AT&T had no secured indebtedness.

We are a holding company that conducts all of our business through our subsidiaries. Holders of the ExchangeAT&T Notes will be structurally subordinated to our subsidiaries’ third-party indebtedness and obligations.obligations, including any Old Notes not exchanged.

We conduct all of our business through our subsidiaries. Our cash flow and, consequently, our ability to pay interest and to service our debt, including the Exchange Notes, are dependent upon the cash flow of our subsidiaries and the payment of funds to us by those subsidiaries in the form of loans, dividends or otherwise. Our subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due on the Exchange Notes or to make cash available to us for that purpose. In addition, many of our operating subsidiaries are highly regulated and may be subject to restrictions on their ability to pay dividends to us. These subsidiaries may use the earnings they generate, as well as their existing assets, to fulfill any existing or future direct debt service requirements of such subsidiaries.

The ExchangeAT&T Notes are obligations of AT&T Inc. exclusively and not of any of our subsidiaries.subsidiaries, including Time Warner or Historic TW. A significant portion of our operations is conducted through our subsidiaries. The AT&T Notes are not guaranteed by any of our subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the AT&T Notes or to make any funds available therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of third-party creditors (including trade creditors)creditors and holders of any Old Notes not exchanged) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such subsidiaries over the claims of our creditors, including holders of the ExchangeAT&T Notes. Consequently, the ExchangeAT&T Notes will be structurally subordinated to all existing and future liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish. As of March 31, 2019, we and our consolidated subsidiaries (excluding Time Warner and its subsidiaries) had approximately $159 billion principal amount of indebtedness and Time Warner and its subsidiaries had approximately $15 billion principal amount of indebtedness (including $14.3 billion of Old Notes proposed to be exchanged for the AT&T Notes).

There are limited covenants in our Indenture.

-9-Our Indenture has less restrictive covenants and terms and affords reduced protections to the holders of the AT&T Notes compared to those currently in the TW Indentures and Old Notes. Neither we nor any of our subsidiaries is restricted from incurring additional debt or other liabilities, including secured debt or additional

Certain risks relatedsenior debt, under our Indenture. If we or any of our subsidiaries incur additional debt or liabilities, our ability to the interest ratepay our obligations on the Floating Rate ExchangeAT&T Notes being based on the London Interbank Offered Rate.

LIBOR is the subject of ongoing nationalcould be adversely affected. We expect that we and international regulatory discussionsour subsidiaries will, from time to time, incur additional debt and proposals for reform. Some of these reformsother liabilities. In addition, we and our subsidiaries are already effective, while others are still to be implemented. The Benchmark Regulation was published in the Official Journalnot restricted under our Indenture from granting security interests over our assets. See “Description of the European Union on June 29, 2016AT&T Notes” and has applied from January 1, 2018 (with the exception of provisions specified in Article 59 (mainly on critical benchmarks) that have applied since June 30, 2016). The Benchmark Regulation could have a material impact on the Floating Rate Exchange Notes, in particular, if the methodology or other terms of LIBOR are changed in order to comply with the terms“Description of the Benchmark Regulation, and such changes could (among other things) haveDifferences Between the effect of reducing or increasing the rate or level, or affecting the volatility of the published rate or level, of LIBOR. In addition, on July 27, 2017, the UK Financial Conduct Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021. In the event that LIBOR becomes unavailable prior to the maturity date of the Floating Rate Exchange Notes, this may result in the effective application of a fixed rate for the Floating Rate Exchange Notes. Even prior to the implementation of any changes, uncertainty as to the nature of alternative reference rates may adversely affect LIBOR during the term of the Floating Rate Exchange Notes, the return on the Floating Rate ExchangeAT&T Notes and the trading market for the Floating Rate ExchangeOld Notes. Investors should consider these matters when making their investment decision with respect to the Floating Rate Exchange Notes.”

Risks Relating to Participation in the Exchange Offers and Consent Solicitations

Our board of directors has not made a recommendation as to whether you should tender your OriginalOld Notes in exchange for ExchangeAT&T Notes in the Exchange Offers,exchange offers, and we have not obtained a third-party determination that the Exchange Offersexchange offers are fair to holders of our OriginalOld Notes.

Our board of directors has not made, and will not make, any recommendation as to whether holders of OriginalOld Notes should tender their OriginalOld Notes in exchange for ExchangeAT&T Notes pursuant to the Exchange Offers.exchange offers. We have not retained, and do not intend to retain, any unaffiliated representative to act solely on behalf of the holders of the OriginalOld Notes for purposes of negotiating the terms of these Exchange Offers,exchange offers, or preparing a report or making any recommendation concerning the fairness of these Exchange Offers.exchange offers. Therefore, if you tender your OriginalOld Notes, you may not receive more than or as much value as if you chose to keep them. Holders of OriginalOld Notes must make their own independent decisions regarding their participation in the Exchange Offers.exchange offers.

Upon consummation of the exchange offers, holders who exchange Old Notes will lose their rights under such Old Notes.

If you tender Old Notes and your Old Notes are accepted for exchange pursuant to the exchange offers, you will lose all of your rights as a holder of the exchanged Old Notes, including, without limitation, your right to future interest and principal payments with respect to the exchanged Old Notes. Among other things, the indentures under which the Old Notes were issued contain certain covenants for the benefit of the holders of the Old Notes, and no similar covenants will be provided with respect to the AT&T Notes. In addition, the Old Notes are issued by subsidiaries of ours and, as such, are structurally senior to the AT&T Notes. See “Risk Factors—Risks Relating to the AT&T Notes—Holders of the AT&T Notes will be structurally subordinated to our subsidiaries’ third-party indebtedness and obligations, including any Old Notes not exchanged” above for more information.

The ExchangeTW Indentures, in light of the proposed amendments and certain existing provisions in the TW Indentures and Old Notes, will afford remaining holders of the Old Notes with significantly less protection.

The proposed amendments to the TW Indentures, together with certain existing provisions in the Old Notes, will afford remaining holders of Old Notes with significantly less protection.

The proposed amendments to the TW Indentures would, among other things:

If the proposed amendments to the TW Indentures are adopted, each non-exchanging holder of the Old Notes will be bound by the proposed amendments even if that holder did not consent to the proposed amendments. These amendments will permit us to take certain actions previously prohibited that could increase the credit risk with respect to Time Warner and Historic TW, and might adversely affect the liquidity, market price and price volatility of the Old Notes or otherwise be adverse to the interests of the holders of the Old Notes. See “The Proposed Amendments.”

Moreover, none of the TW Indentures require any of the issuers or guarantors of Old Notes to file reports with the SEC, and none of the issuers or guarantors are expected to become required to file such reports. The Company does not intend to publish separate financial statements for such issuers or guarantors. As a result, holders of Old Notes will continue to have little information with respect to the issuers or guarantors following the exchange offers.

In addition, with respect to the Old Notes issued under the 2006 Time Warner Indenture or the 2010 Time Warner Indenture, any guarantor shall be automatically released from its obligations under the applicable guarantee if Time Warner certifies to the Time Warner Trustee that such guarantor has no outstanding indebtedness for borrowed money (including guarantee obligations with respect to indebtedness for borrowed money of others). Accordingly, holders of Old Notes issued under the 2006 Time Warner Indenture or the 2010 Time Warner Indenture could lose the additional credit support provided by such guarantees.

The liquidity of any trading market that currently exists for the Old Notes may be adversely affected by the exchange offers, and holders of Old Notes who fail to participate in the exchange offers may find it more difficult to sell their Old Notes after the exchange offers are completed.

To the extent that Old Notes are tendered and accepted for exchange pursuant to the exchange offers, the trading markets for the remaining Old Notes will become more limited or may cease to exist altogether. A debt security with a small outstanding aggregate principal amount or “float” may command a lower price than would a comparable debt security with a larger float. Therefore, the market price for the unexchanged Old Notes may be adversely affected. The reduced float may also make the trading prices of the remaining Old Notes more volatile. In addition, concurrently with the exchange offers, we are offering to purchase for cash any and all Cash Tender Notes. To the extent holders tender their Cash Tender Notes in the Concurrent Cash Tender Offers, the float for such Cash Tender Notes would decrease. In addition, if the proposed amendments to the TW Indentures are adopted, it could have a further negative effect on the trading markets or market price of the unexchanged Old Notes.

Certain credit ratings for the Old Notes may be withdrawn following the exchange offers.

Certain credit ratings on the unexchanged Old Notes may be withdrawn after the completion of the exchange offers, which could materially adversely affect the market price for each series of unexchanged Old Notes.

The exchange offers and consent solicitations may be cancelled or delayed.

The consummation of each Exchange Offerexchange offer and consent solicitation is subject to, and conditionedconditional upon, the satisfaction or waiver of the conditions discussed under “The Exchange Offers — and Consent Solicitations—Conditions to the Exchange Offers”.Offers and Consent Solicitations,” including, among other things, the receipt of the Requisite Consents (whether in an exchange offer, in the corresponding Concurrent Cash Tender Offer or both combined) and the registration statement on Form S-4 of which this prospectus forms a part having been declared effective. We may, at our option and in our sole discretion, waive any such conditions.conditions, except the condition that the registration statement of which this prospectus forms a part has been declared effective by the SEC. Even if the Exchange Offersexchange offers and consent solicitations are completed, the Exchange Offersexchange offers and consent solicitations may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the Exchange Offersexchange offers and consent solicitations may have to wait longer than expected to receive their ExchangeAT&T Notes and the cash consideration during which time those holders of the OriginalOld Notes will not be able to effect transfers of their OriginalOld Notes tendered for exchange.

If you fail toYou may not receive AT&T Notes in the exchange your Original Notes, they will continue to be restricted securitiesoffers and may become less liquid.consent solicitations if the applicable procedures for the exchange offers and consent solicitations are not followed.

Original Notes that you do not tender or that we do not accept will, following the Exchange Offers, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities law. We will issue Exchangethe AT&T Notes and cash in exchange for your Old Notes only if you tender your Old Notes and deliver properly completed documentation for the Originalapplicable exchange offer. For any exchange offer relating to Old U.S. Notes, pursuant to the Exchange Offers only following the satisfaction of the procedures and conditions set forth in “The Exchange Offers — Conditions to the Exchange Offers” and “The Exchange Offers — Procedures for Tendering Original Notes”. These procedures and conditions include timely

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conditions may be waived, such exchange offers may not occur or may be delayed. If the exchange offers are not completed or are delayed, the respective market prices of any or all of the series of Old Notes in such exchange offer may decline to the extent that the respective current market prices reflect an assumption that such exchange offers has been or will be completed.

We may repurchase any Old Notes that are not tendered in the exchange offers on terms that are more favorable to the holders of the Old Notes than the terms of the exchange offers.

We or any of our affiliates may, to the extent permitted by applicable law, after the Settlement Date, acquire some or all of the Old Notes that are not tendered and accepted in the exchange offers, whether through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemption or otherwise, upon such terms and at such prices as we may determine, which with respect to any series of Old Notes may be more or less favorable to holders than the terms of the applicable exchange offer. Concurrently with the exchange offers, we are offering to purchase for cash any and all Cash Tender Notes. There can be no assurance as to which, if any, of these alternatives or combinations thereof we or our affiliates may choose to pursue in the future.

A holder will recognize gain or loss for U.S. federal income tax purposes on the exchange of Old Notes for AT&T Notes.

We believe that the exchange of the Old Notes for the OriginalAT&T Notes couldpursuant to the exchange offers will be adversely affected.treated as a taxable disposition of the Old Notes in exchange for the AT&T Notes for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations—Tax Consequences to Exchanging U.S. Holders”) that tenders the Old Notes in exchange for the AT&T Notes will generally recognize gain or loss for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Considerations—Tax Consequences to Exchanging U.S. Holders—The Exchange Offers.”

If an active trading market doesThe U.S. federal income tax treatment of holders who do not develop fortender their Old Notes pursuant to the Exchange Notes, you may be unable to sell the Exchange Notes or to sell them at a price you deem sufficient.exchange offers is unclear.

The Exchangeadoption of the proposed amendments may or may not result in a deemed exchange of Old Notes arefor “new” notes (the “Amended Notes”) for U.S. federal income tax purposes. If, as we believe more likely, the adoption of the proposed amendments does not result in such a new issuedeemed exchange, non-exchanging holders should not recognize gain or loss for U.S. federal income tax purposes as a result of securities for which there is currently no public trading market. We do not intend to list the Exchange Notes on any national securities exchange. Accordingly, there can be no assurances that an active trading market will develop uponadoption of the proposed amendments and completion of the Exchange Offers or, if it develops, that such market will be sustained, or as toexchange offers. If the liquidity of any market. If an active trading market does not develop or is not sustained, the market price and the liquidityadoption of the Exchange Notesproposed amendments does result in such a deemed exchange, the U.S. federal income tax consequences to a U.S. Holder may be adversely affected. In addition,differ materially from the liquiditytax consequences if there were not such a deemed exchange, and could include the recognition of taxable gain on the deemed exchange of the trading marketOld Notes for the Exchange Notes, if it develops, and the market price quoted for the Exchange Notes, may be adversely affected by changes in the overall market for those securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally.

-11-Amended Notes.

USE OF PROCEEDS

These Exchange Offers are intended to satisfy our obligations under the Registration Rights Agreement entered into in connection with the issuance of the Original Notes. We will not receive any cash proceeds from the issuanceexchanges of the ExchangeAT&T Notes infor the Exchange Offers.Old Notes pursuant to the exchange offers. In exchange for issuing the AT&T Notes and paying the cash consideration, we will receive the tendered Old Notes. The OriginalOld Notes surrendered and exchanged forin connection with the Exchange Notesexchange offers will be retired and canceled.

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THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS

Purpose of the Exchange Offers and Consent Solicitations

We are offering to exchange our (i) Floating Rate Global Notes due 2023, which have been registered under the Securities Act and which we refer to as the “Floating Rate Exchange Notes”, for our outstanding Floating Rate Global Notes due 2023, which have not been so registered and which we refer to as the “Floating Rate Original Notes”, (ii) 4.900% Global Notes due 2037, which have been registered under the Securities Act and which we refer to as the “2037 Exchange Notes”, for our outstanding 4.900% Global Notes due 2037, which have not been so registered and which we refer to as the “2037 Original Notes”, (iii) 5.150% Global Notes due 2050, which have been registered under the Securities Act and which we refer to as the “2050 Exchange Notes”, for our outstanding 5.150% Global Notes due 2050, which have not been so registered and which we refer to as the “2050 Original Notes” and (iv) 5.300% Global Notes due 2058, which have been registered under the Securities Act and which we refer to as the “2058 Exchange Notes”, for our outstanding 5.300% Global Notes due 2058, which have not been so registered and which we refer to as the “2058 Original Notes”. We refer to these exchange offers as the “Exchange Offers”.

On April 10, 2018, we consummated previous (1) offers to exchange (i) Floating Rate Global Notes due 2023 of AT&T for $250,418,000 aggregate principal amount of Floating Rate Original Notes and cash, (ii) 4.900% Global Notes due 2037 of AT&T for $1,278,679,000 aggregate principal amount of 2037 Original Notes and cash, (iii) 5.150% Global Notes due 2050 of AT&T for $1,694,666,000 aggregate principal amount of 2050 Original Notes and cash and (iv) 5.300% Global Notes due 2058 of AT&T for $643,744,000 aggregate principal amount of 2058 Original Notes and cash, and (2) offers to purchase (i) $10,462,000 aggregate principal amount of Floating Rate Original Notes, (ii) $5,913,000 aggregate principal amount of 2037 Original Notes, (iii) $3,967,000 aggregate principal amount of 2050 Original Notes and (iv) $4,718,000 aggregate principal amount of 2058 Original Notes.

In connection with the previous exchange offers, we entered into a Registration Rights Agreement, with Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, whom we refer to collectively as the “Dealer Managers”. Under the Registration Rights Agreement, we agreed to file and to use our reasonable efforts to have declared effectiveis conducting the exchange offers registration statement under the Securities Actto simplify its capital structure and to consummate the Exchange Offers.

We are making the Exchange Offers in reliance on the position of the SEC as set forth inExxon Capital Holdings Corporation and similar no-action letters. However, we have not sought our own no-action letter. Based upon these interpretations by the SEC, we believe that a holder of Exchange Notes who is not our “affiliate” within the meaning of Rule 405 of the Securities Act and who exchanges Original Notes for Exchange Notes in the Exchange Offers generally may offer the Exchange Notes for resale, sell the Exchange Notes and otherwise transfer the Exchange Notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. This does not apply, however, to a holder who is our “affiliate” within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the Exchange Notes only if the holder acknowledges that the holder is acquiring the Exchange Notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes.

Any holder of the Original Notes using the Exchange Offers to participate in a distribution of Exchange Notes cannot rely on the no-action letters referred to above. Any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offers may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. See “Plan of Distribution”. You may not participate in the Exchange Offers if you are a broker-dealer tendering Original Notes that you acquired directly from us for your own account.

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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.

The AT&T U.S. Notes pursuant to the Exchange Offers. However, Original Notes maywill be tenderedissued only in minimum denominations of $2,000$1,000 and integralwhole multiples of $1,000 thereafter. Promptly after$1,000. See “Description of the Expiration Date (unless extended as described in this prospectus), we willAT&T Notes—Description of the AT&T U.S. Notes—General.” If AT&T 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, AT&T will, in lieu of such issuance:

Any holder of Old U.S. Notes located or resident in any Member State of the EEA which is a retail investor will not be able to participate in the applicable exchange offer. 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.

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 AT&T would be required to issue an AT&T Euro Note in a denomination other than €100,000 or a whole multiple of €1,000 above such minimum denomination, AT&T will, in lieu of such issuance:

Any holder of Old Euro 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 offer. 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.

The interest rate, interest payment dates, optional redemption prices and maturity of each series of AT&T Notes to be issued by AT&T in the exchange offers will be the same as those of the corresponding series of Old Notes to be exchanged. The AT&T Notes received in exchange for the tendered Old Notes will accrue interest from (and including) the most recent date to which interest has been paid on those Old Notes;provided, that interest will only accrue with respect to the aggregate principal amount of (i) up to $250,418,000 of Floating Rate ExchangeAT&T Notes for a likeyou receive, which will be less than the principal amount of outstanding Floating Rate OriginalOld Notes you tendered for exchange in the event that your Old Notes are tendered after the Early Participation Date. Except as otherwise set forth above, you will not receive a payment for accrued and accepted, (ii) up to $1,278,679,000unpaid interest on Old Notes you exchange at the time of 2037 Exchangethe exchange.

Each series of AT&T Notes foris a like principal amountnew series of outstanding 2037 Original Notes tendered and accepted, (iii) up to $1,694,666,000 of 2050 Exchange Notes for a like principal amount of outstanding 2050 Original Notes tendered and accepted, and (iv) up to $643,744,000 of 2058 Exchange Notes for a like principal amount of outstanding 2058 Original Notes tendered and accepted in connection with the Exchange Offers. The Exchange Notes issued in connection with the Exchange Offersdebt securities that will be delivered promptly after the Expiration Date.

issued under our Indenture. The terms of the ExchangeAT&T Notes will include those expressly set forth in such notes, the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

In conjunction with the exchange offers, we are also soliciting consents from the holders of each series of Old Notes to effect a number of amendments to the applicable TW Indenture under which each such series of notes were issued and are governed. 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.

The consummation of each exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed under “—Conditions to the Exchange Offers and Consent Solicitations,” including, among other things, the receipt of the Requisite Consents (whether in an exchange offer, in the corresponding Concurrent Cash Tender Offer or both combined). 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 SEC. All conditions to the exchange offers must be substantially identicalsatisfied or, where permitted, waived, at or by the Expiration Date. For information about other conditions to our obligations to complete the exchange offers, see “—Conditions to the Exchange Offers and Consent Solicitations.” For a description of the proposed amendments, see “The Proposed Amendments.” The proposed amendments may become effective with respect to any series of Old Notes for which the Requisite Consents are received and the Requisite Consent condition has been waived, if necessary.

Upon or promptly following the later of the Consent Revocation Deadline and the receipt and acceptance of the Requisite Consents (whether in an exchange offer, in the corresponding Concurrent Cash Tender Offer or both combined), subject to the satisfaction or waiver of the conditions to the relevant exchange offer and, if applicable, the corresponding Concurrent Tender Offer, with respect to the Old Notes of a given series, then Time Warner or Historic TW, as applicable, and the Time Warner Trustee under the relevant TW Indenture will execute a supplemental indenture setting forth the proposed amendments in respect of the Old Notes. Under the terms of the Originalapplicable supplemental indenture, the proposed amendments will become operative on the Settlement Date with respect to the affected series of Old Notes, except that:

The Exchange Notes will evidencefollowing conditions: (a) the same debt as the Original Notes and will be issued under the same indenture and be entitled to the same benefits under that indenture as the Original Notes being exchanged. Asreceipt of the dateRequisite Consents (whether in an exchange offer, in the corresponding Concurrent Cash Tender Offer or both combined), (b) the valid tender (without valid

withdrawal) of this prospectus, $3,867,507,000a majority in aggregate principal amount of the OriginalOld Notes is outstanding.

In connectionof all series held by persons other than Time Warner, Historic TW or any person directly or indirectly controlling or controlled or under direct or indirect common control with the issuanceTime Warner or Historic TW as of the Original Notes, we arranged for the Original Notes purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. Except as described under

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