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

Registration No. 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, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-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 Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-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 section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said section 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 MAY 2, 2019

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.

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 AT&T U.S. Notes or €30 principal amount of AT&T Euro Notes, respectively.

In exchange for each of:

No additional payment will be made for a holder’s consent to the proposed amendments to the TW Indentures.

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 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:

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.

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.

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.

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

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

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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.

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 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):

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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RISK FACTORS

An investment in the AT&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 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, as well as the other information incorporated by reference in this prospectus. The risks and uncertainties described below and in our Annual 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 AT&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 “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Relating to the AT&T Notes

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

The AT&T Notes are 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 AT&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 AT&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 AT&T Notes. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the AT&T Notes. As a result, holders of the AT&T Notes may receive less, ratably, than holders of our secured indebtedness. At March 31, 2019, AT&T had no secured indebtedness.

Holders of the AT&T Notes will be structurally subordinated to our subsidiaries’ third-party indebtedness and obligations, including any Old Notes not exchanged.

The AT&T Notes are obligations of AT&T Inc. exclusively and not of any of our 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 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 AT&T Notes. Consequently, the AT&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.

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

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senior debt, under our Indenture. If we or any of our subsidiaries incur additional debt or liabilities, our ability to pay our obligations on the AT&T Notes could be adversely affected. We expect that we and our subsidiaries will, from time to time, incur additional debt and other liabilities. In addition, we and our subsidiaries are not restricted under our Indenture from granting security interests over our assets. See “Description of the AT&T Notes” and “Description of the Differences Between the AT&T Notes and the Old Notes.”

Risks Relating to the Exchange Offers and Consent Solicitations

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

Our board of directors has not made, and will not make, any recommendation as to whether holders of Old Notes should tender their Old Notes in exchange for AT&T Notes pursuant to the 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 Old Notes for purposes of negotiating the terms of these exchange offers, or preparing a report or making any recommendation concerning the fairness of these exchange offers. Therefore, if you tender your Old Notes, you may not receive more than or as much value as if you chose to keep them. Holders of Old Notes must make their own independent decisions regarding their participation in the 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 TW 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:

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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.

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

The consummation of each exchange offer and consent solicitation is subject to, and conditional upon, the satisfaction or waiver 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 (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, 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 offers and consent solicitations are completed, the exchange offers and consent solicitations may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offers and consent solicitations may have to wait longer than expected to receive their AT&T Notes and the cash consideration during which time those holders of the Old Notes will not be able to effect transfers of their Old Notes tendered for exchange.

You may not receive AT&T Notes in the exchange offers and consent solicitations if the applicable procedures for the exchange offers and consent solicitations are not followed.

We will issue the 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 applicable exchange offer. For any exchange offer relating to Old U.S. Notes, you must deliver a properly completed and duly executed letter of transmittal and consent or the electronic transmittal through DTC’s ATOP and other required documents before expiration of the exchange offers and consent solicitations. For any exchange offer relating to an Old U.S. Note, see “The Exchange Offers and Consent Solicitations—Procedures for Consent and Tendering Old U.S. Notes” for a description of the procedures to be followed to tender your Old U.S. Notes.

For any exchange offer relating to Old Euro Notes, you must submit, or arrange for the submission of, an electronic acceptance instruction to Euroclear or Clearstream Luxembourg, as applicable, to authorize the tender of Old Euro Notes. For any exchange offer relating to an Old Euro Note, see “The Exchange Offers and Consent Solicitations—Procedures for Consent and Tendering Old Euro Notes” for a description of the procedures to be followed to tender your Old Euro Notes.

You should allow sufficient time to ensure delivery of the necessary documents. None of the Company, the exchange agent, the information agent, the dealer managers or any other person is under any duty to give notification of defects or irregularities with respect to the tenders of the Old Notes for exchange or the related consents.

You may not revoke your consent to the proposed amendments after the Consent Revocation Deadline.

Consents to the proposed amendments may be revoked at any time prior to 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, 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. No additional payment will be made for a holder’s consent to the proposed amendments to the TW Indentures.

Failure to complete any of the exchange offers successfully could negatively affect the prices of the applicable Old Notes.

Several conditions must be satisfied or waived in order to complete each of the exchange offers. The conditions to any of the exchange offers may not be satisfied, and if not satisfied or waived, to the extent that the

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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 AT&T Notes pursuant to the exchange offers will be 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.”

The U.S. federal income tax treatment of holders who do not tender their Old Notes pursuant to the exchange offers is unclear.

The adoption of the proposed amendments may or may not result in a deemed exchange of Old Notes for “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 deemed exchange, non-exchanging holders should not recognize gain or loss for U.S. federal income tax purposes as a result of the adoption of the proposed amendments and completion of the exchange offers. If the adoption of the proposed amendments does result in such a deemed exchange, the U.S. federal income tax consequences to a U.S. Holder may differ materially from the tax consequences if there were not such a deemed exchange, and could include the recognition of taxable gain on the deemed exchange of the Old Notes for the Amended Notes.

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USE OF PROCEEDS

We will not receive any proceeds from the exchanges of the AT&T Notes for the 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 Old Notes surrendered in connection with the exchange offers will be retired and cancelled.

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THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS

Purpose of the Exchange Offers and Consent Solicitations

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.

Terms of the Exchange Offers and Consent Solicitations

In the exchange offers, we are offering in exchange for a holder’s outstanding Old Notes the following AT&T Notes:

Specifically, (i) in exchange for each $1,000 principal amount of Old U.S. Notes or €1,000 principal amount of Old Euro Notes, respectively, 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 and (ii) in exchange for each $1,000 principal amount of Old U.S. Notes or €1,000 principal amount of Old Euro Notes, respectively, 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 is equal to the Total Consideration less the Early Participation Premium. No additional payment will be made for a holder’s consent to the proposed amendments to the TW Indentures.

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

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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 will be issued only in minimum denominations of $1,000 and whole multiples of $1,000. See “Description of the AT&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

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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 AT&T Notes you receive, which will be less than the principal amount of Old 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 unpaid interest on Old Notes you exchange at the time of the exchange.

Each series of AT&T Notes is a new series of debt securities that will be issued under our Indenture. The terms of the AT&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 satisfied 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 applicable supplemental indenture, the proposed amendments will become operative on the Settlement Date with respect to the affected series of Old Notes, subject to the satisfaction or waiver of the conditions to the relevant exchange offer and, if applicable, the corresponding Concurrent Cash Tender Offer for such affected series of Old Notes. Each non-consenting holder of a series of Old Notes will be bound by the applicable supplemental indenture. The form of each supplemental indenture is filed as an exhibit to this registration statement of which this prospectus forms a part.

Conditions to the Exchange Offers and Consent Solicitations

The consummation of each exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the following conditions: (a) the receipt of the Requisite Consents (whether in an exchange offer, in the corresponding Concurrent Cash Tender Offer or both combined), (b) the valid tender (without valid

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withdrawal) of a majority in aggregate principal amount of the Old Notes of 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 Time Warner or Historic TW as of the Expiration Date, as it may be extended at AT&T’s discretion, (c) the registration statement of which this prospectus forms a part having been declared effective by the SEC and (d) the following statements being true:

(1) In our reasonable judgment, no action or event has occurred or been threatened (including a default under an agreement, indenture or other instrument or obligation to which we or one of our affiliates is a party or by which we or one of our affiliates is bound), no action is pending, no action has been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction has been promulgated, enacted, entered, enforced or deemed applicable to the exchange offers, the exchange of Old Notes under an exchange offer, the consent solicitations or the proposed amendments, by or before any court or governmental, regulatory or administrative agency, authority or tribunal, which either:

(2) None of the following has occurred:

(3) The trustee under the TW Indentures has not objected in any respect to, or taken any action that could in our reasonable judgment adversely affect the consummation of, any of the exchange offers, the exchange of Old Notes under an exchange offer, the consent solicitations or our ability to effect the proposed amendments, nor has the trustee taken any action that challenges the validity or effectiveness of the procedures used by us in soliciting consents (including the form thereof) or in making the exchange offers, the exchange of the Old Notes under an exchange offer or the consent solicitations.

The Requisite Consents must be received with respect to all series of Old Notes in order for the TW Indentures to be amended; however, 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.

All of these conditions are for our sole benefit and, except as set forth below, may be waived by us, in whole or in part in our sole discretion. Any determination made by us concerning these events, developments or

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circumstances shall be conclusive and binding, subject to the rights of the holders of the Old Notes to challenge such determination in a court of competent jurisdiction. We may, at our option and in our sole discretion, waive any such conditions except for 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 satisfied or, where permitted, waived, at or by the Expiration Date.

If any of these conditions is not satisfied with respect to any or all series of the Old Notes, we may, at any time before the consummation of the exchange offers or consent solicitations:

(1) terminate any one or more of the exchange offers or the consent solicitations and promptly return all tendered Old Notes to the holders thereof (whether or not we terminate the other exchange offers or consent solicitations);

(2) modify, extend or otherwise amend any one or more of the exchange offers or consent solicitations and retain all tendered Old Notes and consents until the Expiration Date of the exchange offers or consent solicitations, subject, however, to the withdrawal rights of holders (see “—Withdrawal of Tenders and Revocation of Corresponding Consents” and “—Expiration Date; Extensions; Amendments”); or

(3) waive the unsatisfied conditions, except for the condition that the registration statement of which this prospectus forms a part has been declared effective by the SEC, with respect to any one or more of the exchange offers or consent solicitations and accept all Old Notes tendered and not previously validly withdrawn with respect to any or all series of Old Notes.

Expiration Date; Extensions; Amendments

The Expiration Date for the exchange offers shall be 9:00 a.m., New York City time, on May 31, 2019, subject to our right to extend that date and time with respect to one or more series in our sole discretion, in which case the Expiration Date shall be the latest date and time to which we have extended the exchange offer of the applicable series.

Subject to applicable law, we expressly reserve the right, in our sole discretion, with respect to the exchange offers and consent solicitations for each series of Old Notes to:

If we exercise any such right, we will give written notice thereof to the exchange agent and will make a public announcement thereof as promptly as practicable. Disclosure of material changes in the terms of the exchange offers and consent solicitations will be disseminated promptly in accordance with Rule 13e-4(e)(3) under the Exchange Act. Without limiting the manner in which we may choose to make a public announcement of any delay, extension, amendment or termination of any of the exchange offers or consent solicitations, we will not be obligated to publish, advertise or otherwise communicate any such public announcement, other than by making a timely press release to any appropriate news agency.

The minimum period during which the exchange offers and consent solicitations will remain open following material changes in the terms of the exchange offers and consent solicitations or in the information concerning the exchange offers and consent solicitations will depend upon the facts and circumstances of such change, including the relative materiality of the changes.

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In accordance with Rule 14e-1 under the Exchange Act, if we elect to change the consideration offered or the percentage of Old Notes sought, the relevant exchange offers and consent solicitations will remain open for a minimum ten business-day period following the date that the notice of such change is first published or sent to holders of the Old Notes. We may choose to extend any of the exchange offers, in our sole discretion, by giving notice of such extension at any time on or prior to 9:00 a.m., New York City time, on the business day immediately following the previously scheduled Expiration Date.

If the terms of the exchange offers and consent solicitations are amended in a manner determined by us to constitute a material change adversely affecting any holder of the Old Notes, we will promptly disclose any such amendment in a manner reasonably calculated to inform holders of the Old Notes of such amendment, and will extend the relevant exchange offers and consent solicitations as well as extend the withdrawal deadline, or if the Expiration Date has passed, provide additional withdrawal rights, for a time period that we deem appropriate, depending upon the significance of the amendment and the manner of disclosure to the holders of the Old Notes, if the exchange offers and consent solicitations would otherwise expire during such time period.

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.

Effect of Tender

Any tender of an Old Note by a noteholder that is not validly withdrawn prior to the Expiration Date will constitute a binding agreement between that holder and AT&T and a consent to the proposed amendments, upon the terms and subject to the conditions of the relevant exchange offer and, for the Old U.S. Notes, the letter of transmittal and consent, which agreement will be governed by, and construed in accordance with, the laws of the State of New York. The acceptance of the exchange offers by a tendering holder of Old Notes will constitute the agreement by a tendering holder to deliver good and marketable title to the tendered Old Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind. If you validly withdraw your tendered Old Notes after the Consent Revocation Deadline, you will not be able to revoke the related consent to the proposed amendments to the TW Indentures (see “—Withdrawal of Tenders and Revocation of Corresponding Consents”).

If the proposed amendments to the TW Indentures have been adopted, the amendments will apply to all Old Notes that are not acquired in the exchange offers, even though the holders of those Old Notes did not consent to the proposed amendments. Thereafter, all such Old Notes will be governed by the relevant TW Indenture as amended by the proposed amendments. 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. See “Risk Factors—Risks Relating to the Exchange Offers and Consent Solicitations—The proposed amendments to the TW Indentures will afford reduced protection to remaining holders of Old Notes.”

Absence of Dissenters’ Rights

Holders of the Old Notes do not have any appraisal rights or dissenters’ rights under New York law, the law governing the TW Indentures and the Old Notes, or under the terms of the TW Indentures in connection with the exchange offers and consent solicitations.

Acceptance of Old Notes for Exchange; AT&T Notes; Effectiveness of Proposed Amendments

Assuming the conditions to the exchange offers are satisfied or, where permitted, waived, we will issue AT&T Notes in book-entry form and pay the cash consideration in connection with the exchange offers promptly on the Settlement Date (in exchange for Old Notes that are properly tendered (and not validly withdrawn) before the Expiration Date and accepted for exchange).

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We will be deemed to have accepted validly tendered Old Notes (and will be deemed to have accepted validly delivered consents to the proposed amendments for the appropriate TW Indenture) if and when we have given oral or written notice thereof to the exchange agent. Subject to the terms and conditions of the exchange offers, delivery of AT&T Notes and payment of the cash consideration in connection with the exchange of Old Notes accepted by us will be made by the exchange agent on the Settlement Date upon receipt of such notice. The exchange agent will act as agent for participating holders of the Old Notes for the purpose of receiving consents and Old Notes from, and transmitting AT&T Notes and the cash consideration to, such holders. If any tendered Old Notes are not accepted for any reason set forth in the terms and conditions of the exchange offers or if Old Notes are withdrawn prior to the Expiration Date of the exchange offers, such unaccepted or withdrawn Old Notes will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offers.

It is expected that the supplemental indentures for the proposed amendments to the TW Indentures will be duly executed and delivered by Time Warner or Historic TW, as applicable, and the Time Warner Trustee 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) and the proposed amendments contained therein will become operative from the Settlement Date, subject to the satisfaction or waiver of the conditions to the relevant exchange offer and, if applicable, the corresponding Concurrent Cash Tender Offer for such affected series of Old Notes.

Procedures for Consent and Tendering Old U.S. Notes

If you hold Old U.S. Notes and wish to have those notes exchanged for AT&T U.S. Notes and the cash consideration, you must validly tender (or cause the valid tender of) your Old U.S. Notes using the procedures described in this prospectus and in the accompanying letter of transmittal and consent. The proper tender of Old U.S. Notes will constitute an automatic consent to the proposed amendments to the relevant TW Indenture.

The procedures by which you may tender or cause to be tendered Old U.S. Notes will depend upon the manner in which you hold the Old U.S. Notes, as described below.

Old U.S. Notes Held with DTC by a DTC Participant

Pursuant to authority granted by DTC, if you are a DTC participant that has Old U.S. Notes credited to your DTC account and thereby held of record by DTC’s nominee, you may directly tender your Old U.S. Notes and deliver a consent as if you were the record holder. Accordingly, references herein to record holders include DTC participants with Old U.S. Notes credited to their accounts. Within two business days after the date of this prospectus, the exchange agent for the Old Notes, Global Bondholder Services Corporation, as the exchange agent, will establish accounts with respect to the Old U.S. Notes at DTC for purposes of the exchange offers.

Tender of Old U.S. Notes (and corresponding consents thereto) will only be accepted in principal amounts equal to minimum denominations of (A) $2,000 and integral multiples of $1,000 in excess thereof, with respect to the U.S. Old Notes other than those listed in clause (B) below; and (B) $1,000 and integral multiples of $1,000 in excess thereof, with respect to the 9.15% Debentures due 2023, the 7.57% Debentures due 2024, the 6.85% Debentures due 2026, the 6.95% Debentures due 2028, the 6 5/8% Debentures due 2029, the 7.625% Debentures due 2031, the 7.700% Debentures due 2032 and the 8.30% Discount Debentures due 2036. No alternative, conditional or contingent tenders will be accepted. Holders who tender less than all of their Old U.S. Notes must continue to hold Old U.S. Notes in at least the applicable minimum authorized denomination set forth above.

Any DTC participant may tender Old U.S. Notes and thereby deliver a consent to the proposed amendments to the appropriate TW Indenture by effecting a book-entry transfer of the Old U.S. Notes to be tendered in the exchange offers into the account of the exchange agent at DTC and either (1) electronically transmitting its acceptance of the exchange offers through DTC’s ATOP procedures for transfer; or (2) completing and signing

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the letter of transmittal and consent according to the instructions contained therein and delivering it, together with any signature guarantees and other required documents, to the exchange agent at its address on the back cover page of this prospectus, in either case before the Expiration Date of the exchange offers.

If ATOP procedures are followed, DTC will verify each acceptance transmitted to it, execute a book-entry delivery to the exchange agent’s account at DTC and send an agent’s message to the exchange agent. An “agent’s message” is a message, transmitted by DTC to and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Old U.S. Notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and consent and that AT&T, Time Warner and Historic TW may enforce the agreement against the participant. DTC participants following this procedure should allow sufficient time for completion of the ATOP procedures prior to the Expiration Date of the exchange offers.

The letter of transmittal and consent (or facsimile thereof), with any required signature guarantees, or (in the case of book-entry transfer) an agent’s message in lieu of the letter of transmittal and consent, and any other required documents, must be transmitted to and received by the exchange agent prior to the Expiration Date of the exchange offers at one of its addresses set forth on the back cover page of this prospectus. Delivery of these documents to DTC does not constitute delivery to the exchange agent.

Old U.S. Notes Held Through a Nominee by a Beneficial Owner

Currently, all of the Old Notes are held in book-entry form and can only be tendered by following the procedures described under “—Procedures for Consent and Tendering Old U.S. Notes—Old U.S. Notes Held with DTC by a DTC Participant.” However, any beneficial owner whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf if it wishes to participate in the exchange offers. You should keep in mind that your intermediary may require you to take action with respect to the exchange offers a number of days before the Early Participation Date or the Expiration Date in order for such entity to tender Old Notes on your behalf on or prior to the Early Participation Date or the Expiration Date in accordance with the terms of the exchange offers.

Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the exchange offers and consent solicitations. Accordingly, beneficial owners wishing to participate in the exchange offers and consent solicitations should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the exchange offers and consent solicitations.

Letter of Transmittal and Consent

Subject to and effective upon the acceptance for exchange and issuance of AT&T U.S. Notes and the payment of the cash consideration, in exchange for Old U.S. Notes tendered by a letter of transmittal and consent in accordance with the terms and subject to the conditions set forth in this prospectus, by executing and delivering a letter of transmittal and consent (or agreeing to the terms of a letter of transmittal and consent pursuant to an agent’s message) a tendering holder of Old U.S. Notes:

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Proper Execution and Delivery of Letter of Transmittal and Consent

If you wish to participate in the exchange offers and consent solicitations, delivery of your Old U.S. Notes, signature guarantees and other required documents are your responsibility. Delivery is not complete until the required items are actually received by the exchange agent. If you mail these items, we recommend that you (1) use registered mail properly insured with return receipt requested and (2) mail the required items in sufficient time to ensure timely delivery.

Except as otherwise provided below, all signatures on the letter of transmittal and consent or a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program. Signatures on the letter of transmittal and consent need not be guaranteed if:

Procedures for Consent and Tendering Old Euro Notes

In order to participate in the exchange offer and consent solicitations relating to the Old Euro Notes, you must properly tender your Old Euro Notes to the exchange agent, as further described below. It is your responsibility to tender properly your Old Euro Notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your tender.

If you have any questions or need help in tendering your Old Euro Notes, please contact the exchange agent and information agent, whose address and telephone number is listed on the back cover page of this prospectus.

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Tender of Old Euro Notes Held Through Euroclear or Clearstream Luxembourg

A registered holder of Old Euro Notes that is a participant in Euroclear or Clearstream Luxembourg must submit an electronic acceptance instruction to Euroclear or Clearstream Luxembourg, as applicable, to authorize the tender of Old Euro Notes. If you are a beneficial owner of Old Euro Notes that are registered in the name of a direct participant in Euroclear or Clearstream Luxembourg, such as a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender, you should contact such participant promptly and instruct such participant to tender on your behalf in accordance with these procedures. The submission of an electronic acceptance instruction in the manner provided herein shall constitute a tender of Old Euro Notes. A letter of transmittal need not accompany tenders effected through Euroclear or Clearstream Luxembourg.

The term “electronic acceptance instruction” means an instruction transmitted by a participant in Euroclear or Clearstream Luxembourg, to Euroclear or Clearstream Luxembourg, as applicable, that includes:

(1) irrevocable instructions:

(a) to block any attempt to transfer such participant’s tendered Old Euro Notes on or prior to the Settlement Date; and

(b) to debit such participant’s account on the Settlement Date in respect of all of the Old Euro Notes that such participant has tendered, or in respect of such lesser portion of such Old Euro Notes as are accepted pursuant to the exchange offer and consent solicitations, upon receipt of instructions from the exchange agent.

Subject in each case to the automatic withdrawal of the instructions in the event that the exchange offer and consent solicitations are terminated by us prior to the Expiration Date, as notified to Euroclear or Clearstream Luxembourg by the exchange agent.

(2) authorization to disclose the name of the direct participant and information about the foregoing instructions;

(3) express acknowledgement that such participant has received and agrees to be bound by the terms and subject to the conditions set forth in this prospectus and that we may enforce that agreement against such participant.

Tenders of Old Euro Notes, including the electronic acceptance instruction, must be delivered to and received by Euroclear or Clearstream Luxembourg in accordance with their procedures and deadlines established by them, which must, in any event, be prior to the Early Participation Date or the Expiration Date, as applicable. Holders of Old Euro Notes are responsible for informing themselves of those deadlines and for arranging the due and timely delivery of electronic acceptance instructions to Euroclear or Clearstream Luxembourg.

By tendering your Old Euro Notes through the submission of an electronic acceptance instruction in accordance with the requirements or Euroclear or Clearstream Luxembourg, you shall be deemed to represent, warrant and undertake the following:

(1) Upon the terms and subject to the conditions of the exchange offer for the Old Euro Notes, you accept such offer in respect of the principal amount of Old Euro Notes in your account blocked in the relevant clearing system.

(2) Subject to and effective upon the acceptance for exchange of the Old Euro Notes tendered, you sell, assign and transfer to AT&T all right, title and interest in and to such Old Euro Notes as are being tendered.

(3) You irrevocably constitute and appoint the exchange agent as your true and lawful agent, attorney-in-fact and proxy with respect to Old Euro Notes tendered, with full power of substitution (such power of

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attorney being deemed to be an irrevocable power coupled with an interest), among other things, to cause the Old Euro Notes to be assigned, transferred and exchanged and to receive all benefits and otherwise exchange rights of beneficial ownership of the Old Euro Notes.

(4) You will, upon request, execute and deliver any additional documents deemed by AT&T to be necessary or desirable to complete the sale, assignment and transfer of the Old Euro Notes tendered.

(5) All authority conferred or agreed to be conferred hereby and every obligation hereunder shall be binding upon your successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives and shall not be affected by, and shall survive, your death or incapacity.

(6) You understand that the tender of Old Euro Notes pursuant to any of the procedures described above under the caption “—Tender of Old Euro Notes Held Through Euroclear or Clearstream Luxembourg” will constitute a binding agreement between you and AT&T upon the terms and subject to the conditions set forth herein, including your representation that you own the Old Euro Notes being tendered.

(7) You recognize that, under certain circumstances, AT&T may not be required to accept for exchange any of the Old Euro Notes tendered hereby.

(8) You agree to be bound by the terms and subject to the conditions set forth in this prospectus.

(9) You have full power and authority to tender, sell, assign and transfer the Old Euro Notes.

(10) When such Old Euro Notes are accepted for exchange, AT&T will acquire good and unencumbered title to such notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim and such outstanding notes will not have been transferred to AT&T in violation of any contractual or other restriction on the transfer thereof.

(11) Any AT&T Euro Notes acquired in exchange for Old Euro Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such AT&T Euro Notes, whether or not you are such person.

(12) You and the person receiving AT&T Euro Notes have observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid any issue, transfer or other taxes or requisite payments due from you in each respect in connection with any offer or acceptance in any jurisdiction, and that you and such person or persons have not taken or omitted to take any action in breach of the terms of the exchange offer in respect of the Old Euro Notes or which will or may result in AT&T or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the exchange offer in respect of the Old Euro Notes or the tender of Old Euro Notes in connection therewith.

(13) You and the person receiving AT&T Euro Notes are not located or resident in Belgium or, if located or resident in Belgium, you are a qualified investor within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets.

(14) You and the person receiving the AT&T Euro Notes are not located or resident in Canada or, if located or resident in Canada, you are (i) resident in the province shown in your address and (ii) a “permitted client” as defined in Canadian National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

(15) You and the person receiving AT&T Euro Notes are not located or resident in France or, if located or resident in France, you are a (i) provider of investment services relating to portfolio management for the

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account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investor (investisseur qualifié), other than an individual (all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier).

(16) You and the person receiving AT&T Euro Notes are located outside of Hong Kong or, if you are located or resident in Hong Kong, you are a professional investor as defined in section 1 of Part 1 of Schedule 1 to the Securities and Future Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder; and you acknowledge that your warranties are required in connection with Hong Kong Laws; you acknowledge that each of AT&T, the exchange agent and other participants in the exchange offer and their respective subsidiaries, agents, affiliates and advisers will rely upon the truth, completeness and accuracy of your warranties set out in this section, and you agree to notify AT&T and the exchange agent promptly in writing if any of your warranties ceases to be true, complete and accurate or if it becomes misleading.

(17) You and the person receiving AT&T Euro Notes are not located or resident in Italy or, if you are located or resident in Italy, you are an authorised person or offering Old Notes through an authorised person (such as an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Italian Financial Services Act, as amended, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

(18) You and the person receiving AT&T Euro Notes are either (i) a person outside the United Kingdom; (ii) an investment professional falling within Article 19(5) of the Order; or (iii) a high net worth entity or other person, in each case falling within Article 49(2)(a) to (d) of the Order and you have complied and will comply with all applicable provisions of the FSMA with respect to anything done by you in relation to the exchange offer in, from or otherwise involving the United Kingdom.

(19) You and the person receiving AT&T Euro Notes (a) are not resident and/or located in any Member State of the EEA, or if resident and located in any Member State of the EEA, are not a retail investor; for these purposes, “retail investor” means a person who is one (or more) of the following: (1) a retail client as defined in point (11) of Article 4(1) of MiFID II, (2) a customer within the meaning of 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 (3) a person that is not a qualified investor as defined in the Prospectus Directive; and (b) are each acting on your own account, or, if acting as agent, either each principal you are acting for is not a retail investor.

(20) Neither you nor the person receiving AT&T Euro Notes is acting on behalf of any person who could not truthfully make the representations and warranties set forth herein.

Withdrawal of Tenders and Revocation of Corresponding Consents

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 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, 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.

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Beneficial owners desiring to withdraw Old U.S. Notes previously tendered through the ATOP procedures should contact the DTC participant through which they hold their Old U.S. Notes. In order to withdraw Old U.S. Notes previously tendered, a DTC participant may, prior to the Expiration Date of the exchange offers, withdraw its instruction previously transmitted through ATOP by (1) withdrawing its acceptance through ATOP, or (2) delivering to the exchange agent by mail, hand delivery or facsimile transmission, notice of withdrawal of such instruction. The notice of withdrawal must contain the name and number of the DTC participant, the series of Old U.S. Notes subject to the notice and the principal amount of each series of Old U.S. Notes subject to the notice. Withdrawal of a prior instruction will be effective upon receipt of such notice of withdrawal by the exchange agent. All signatures on a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program, except that signatures on the notice of withdrawal need not be guaranteed if the Old U.S. Notes being withdrawn are held for the account of an eligible institution. A withdrawal of an instruction must be executed by a DTC participant in the same manner as such DTC participant’s name appears on its transmission through ATOP to which the withdrawal relates. A DTC participant may withdraw a tender only if the withdrawal complies with the provisions described in this section.

If you are a beneficial owner of Old Notes issued in certificated form and have tendered these notes (but not through DTC) and you wish to withdraw your tendered notes, you should contact the exchange agent for instructions.

For a withdrawal to be effective for Euroclear or Clearstream Luxembourg participants, holders must comply with their respective standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from Euroclear or Clearstream Luxembourg. Any notice of withdrawal must specify the name and number of the account at Euroclear or Clearstream Luxembourg and otherwise comply with the procedures of Euroclear or Clearstream Luxembourg as applicable.

Withdrawals of tenders of Old Notes may not be rescinded and any Old Notes withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offers. Properly withdrawn Old Notes, however, may be re-tendered by following the procedures described above at any time prior to the Expiration Date of the applicable exchange offer.

Concurrent Cash Tender Offers

Concurrently with the exchange offers, we are offering to purchase for cash any and all Cash Tender Notes, subject to the delivery of consents to the proposed amendments, on the terms and conditions of the Offer to Purchase, a copy of which may be obtained from the information agent.

Miscellaneous

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes in connection with the exchange offers will be determined by us, in our sole discretion, and our determination will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Old Notes in the exchange offers, and our interpretation of the terms and conditions of the exchange offers (including the instructions in the letter of transmittal and consent) will be final and binding on all parties. None of AT&T, its subsidiaries (including Time Warner and Historic TW), the exchange agent, the information agent, the dealer managers, the trustees under the TW Indentures or our Indenture, or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Tenders of Old Notes involving any irregularities will not be deemed to have been made until such irregularities have been cured or waived (which waiver may be made by us, in whole or in part, in our sole

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discretion, except that we may not waive the condition that the registration statement of which this prospectus forms a part be declared effective by the SEC). Old Notes received by the exchange agent in connection with any exchange offer that are not validly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the participant who delivered such Old Notes by crediting an account maintained at either DTC, Euroclear or Clearstream Luxembourg, as applicable, designated by such participant, in either case promptly after the Expiration Date of the applicable exchange offer or the withdrawal or termination of the applicable exchange offer.

We may also in the future seek to acquire untendered Old Notes in open market or privately-negotiated transactions, through subsequent exchange offers or otherwise. The terms of any of those purchases or offers could differ from the terms of these exchange offers.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the transfer and sale of Old Notes to us in the exchange offers. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holders or any other persons, will be payable by the tendering holder.

If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with the letter of transmittal and consent, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due with respect to the Old Notes tendered by such holder.

U.S. Federal Backup Withholding

Under current U.S. federal income tax law, the exchange agent (as payers) may be required under the backup withholding rules to withhold a portion of any payments made to certain holders (or other payees) of Old Notes pursuant to the exchange offers and consent solicitations. To avoid such backup withholding, each tendering holder of Old Notes must timely provide the exchange agent with such holder’s correct taxpayer identification number (“TIN”) on IRS Form W-9 (available from the IRS website at http://www.irs.gov), or otherwise establish a basis for exemption from backup withholding (currently imposed at a rate of 24%). Certain holders (including, among others, all corporations and certain foreign persons) are exempt from these backup withholding requirements. Exempt holders should furnish their TIN, provide the applicable codes in the box labeled “Exemptions,” and sign, date and send the IRS Form W-9 to the exchange agent. Foreign persons, including entities, may qualify as exempt recipients by submitting to the exchange agent, a properly completed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable form), signed under penalties of perjury, attesting to that holder’s foreign status. Backup withholding will be applied to the otherwise exempt recipients that fail to provide the required documentation. The applicable IRS Form W-8BEN or IRS Form W-8BEN-E can be obtained from the IRS or from the exchange agent. If a holder is an individual who is a U.S. citizen or resident, the TIN is generally his or her social security number. If the exchange agent is not provided with the correct TIN, a $50 penalty may be imposed by the IRS and/or payments made with respect to Old Notes exchanged pursuant to the exchange offers and consent solicitations may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements, if done willfully, may also result in the imposition of criminal and/or civil fines and penalties. See IRS Form W-9 for additional information.

If backup withholding applies, the exchange agent would be required to withhold on any payments made to the tendering holders (or other payee). Backup withholding is not an additional tax. A holder subject to the backup withholding rules will be allowed a credit of the amount withheld against such holder’s U.S. federal income tax liability, and, if backup withholding results in an overpayment of tax, the holder may be entitled to a refund, provided the requisite information is correctly furnished to the IRS in a timely manner.

Each of AT&T, Time Warner and Historic TW reserves the right in its sole discretion to take all necessary or appropriate measures to comply with its respective obligations regarding backup withholding.

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Exchange Agent

Global Bondholder Services Corporation, the exchange agent, has been appointed as the exchange agent for the exchange offers and consent solicitations for the Old Notes. Letters of transmittal and consent and all correspondence in connection with the exchange offers of the Old Notes should be sent or delivered by each holder of Old Notes, or a beneficial owner’s custodian bank, depositary, broker, trust company or other nominee, to Global Bondholder Services Corporation at the address and telephone number set forth on the back cover page of this prospectus.

We will pay the exchange agent’s reasonable and customary fees for their services and will reimburse them for their reasonable, out-of-pocket expenses in connection therewith.

Information Agent

Global Bondholder Services Corporation has been appointed as the information agent for the exchange offers and consent solicitations for the Old Notes, and will receive customary compensation for its services.

Questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal and consent should be directed to the information agent at the addresses and telephone numbers set forth on the back cover page of this prospectus. Holders of any Old Notes issued in certificated form and that are held of record by a custodian bank, depositary, broker, trust company or other nominee may also contact such record holder for assistance concerning the exchange offers.

Dealer Managers

We have retained Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Mizuho Securities USA LLC and MUFG Securities Americas Inc. to act as dealer managers in connection with the exchange offers and consent solicitations for the Old U.S. Notes, and Deutsche Bank AG, London Branch, J.P. Morgan Securities LLC, Merrill Lynch International, Barclays Bank PLC, Mizuho Securities USA LLC and MUFG Securities Americas Inc. to act as dealer managers in connection with the exchange offer and consent solicitation for the Old Euro Notes. We will pay the dealer managers a customary fee as compensation for their services. We will pay a fee to the dealer managers for soliciting acceptances of the exchange offers and consent solicitations. That fee is based on the size and success of the exchange offers and consent solicitations and will be payable on completion of the exchange offers and consent solicitations. We will pay the fees and expenses relating to the exchange offers and consent solicitations. We have also agreed to reimburse the dealer managers for certain expenses. The obligations of the dealer managers to perform their functions is subject to various conditions. We have agreed to indemnify the dealer managers, and the dealer managers have agreed to indemnify us, against various liabilities, including various liabilities under the federal securities laws. The dealer managers may contact holders of Old Notes by mail, telephone, facsimile transmission, personal interviews and otherwise may request broker dealers and the other nominee holders to forward materials relating to the exchange offers and consent solicitations to beneficial holders. Questions regarding the terms of the exchange offers and dealer managers may be directed to the dealer managers at their addresses and telephone numbers listed on the back cover page of this prospectus. At any given time, the dealer managers may trade the Old Notes or other of our securities for their own accounts or for the accounts of their customers and, accordingly, may hold a long or short position in the Old Notes. Certain of the dealer managers and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

The dealer managers are also serving as dealer managers and consent solicitation agents in the Concurrent Cash Tender Offers for the Cash Tender Notes described in the Offer to Purchase.

The current business of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) is being reorganized into two affiliated broker-dealers (i.e., MLPF&S and BofA Securities, Inc.) in which BofA

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Securities, Inc. will be the new legal entity for the institutional services that are now provided by MLPF&S. This transfer is expected to occur on or around May 13, 2019 (the date on which such transfer actually occurs, the “Transfer Date”). MLPF&S, a dealer manager in the exchange offers and consent solicitations, will be assigning its rights and obligations as dealer manager to BofA Securities, Inc. in the event that the settlement date for the exchange offers and consent solicitations occurs on or after the Transfer Date.

Other Fees and Expenses

The expenses of soliciting tenders and consents with respect to the Old Notes will be borne by us. The principal solicitations are being made by mail; however, additional solicitations may be made by facsimile transmission, telephone or in person by the dealer managers, as well as by officers and other employees of AT&T and its affiliates.

Tendering holders of Old Notes will not be required to pay any fee or commission to the dealer managers. However, if a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, that holder may be required to pay brokerage fees or commissions.

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DESCRIPTION OF THE DIFFERENCES BETWEEN THE AT&T NOTES AND THE OLD NOTES

The following is a summary comparison of the material terms of the AT&T Notes and the Old Notes that differ. The AT&T Notes issued in the applicable exchange offers will be governed by our Indenture. This summary does not purport to be complete and is qualified in its entirety by reference to our Indenture and the TW Indentures. Copies of those indentures are filed as exhibits to the registration statement of which this prospectus forms a part and are also available from the information agent upon request.

Other terms used in the comparison of the AT&T Notes and the Old Notes below and not otherwise defined in this prospectus have the meanings given to those terms in our Indenture or the TW Indentures, as applicable. Article and section references in the descriptions of the notes below are references to the applicable indenture under which the notes were or will be issued.

The description of the Old Notes reflects the Old Notes as currently constituted and does not reflect any changes to the covenants and other terms of the Old Notes or the TW Indentures that may be effected following the consent solicitations as described under “The Proposed Amendments.” The summary of the Old Notes reflects a summary of the 2010 Time Warner Indenture with any material differences in earlier TW Indentures noted.

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50

51

52

53

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55

56

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THE PROPOSED AMENDMENTS

We are soliciting the consent of the holders of Old Notes to (1) eliminate certain restrictive covenants in the TW Indentures and (2) eliminate the cross-default Event of Default (and the related acceleration of maturity) in the 1993 Historic TW Indenture (solely with respect to the 6.85% Debentures due 2026 and the 8.30% Discount Debentures due 2036) and the 1998 Historic TW Indenture triggered by any default under any bond, debenture, note, guarantee or other evidence of indebtedness for money borrowed by Historic TW or the guarantors under the 1993 Historic TW Indenture and the 1998 Historic TW Indenture (including a default with respect to securities of any other series of notes under such indentures), which default (i) will constitute a failure to pay the principal of such indebtedness having an outstanding principal amount in excess of $50 million in the aggregate when due and payable at the final maturity thereof after the expiration of any applicable grace period and with respect thereto and the holders of such indebtedness have not waived such default or (ii) will have resulted in such indebtedness having an outstanding principal amount in excess of $50 million in the aggregate becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, in either case without such indebtedness having been discharged, or such acceleration having been rescinded or annulled. If the proposed amendments described below are adopted with respect to any series of Old Notes, the amendments will apply to all such Old Notes of such series not tendered in the applicable exchange offer. Thereafter, all such Old Notes will be governed by the relevant TW Indenture as amended by the proposed amendments, which will have fewer restrictive terms and afford reduced protections to the holders of those securities compared to those currently in the TW Indentures or those applicable to the AT&T Notes. See “Risk Factors—Risks Relating to the Exchange Offers and Consent Solicitations—The proposed amendments to the TW Indentures will afford reduced protection to remaining holders of Old Notes.”

The descriptions below of the provisions of the TW Indentures to be eliminated or modified do not purport to be complete and are qualified in their entirety by reference to the TW Indentures and the forms of supplemental indentures to the TW Indentures that contain the proposed amendments in the event the Requisite Consents are obtained. Copies of the forms of supplemental indentures are attached as exhibits to the registration statement of which this prospectus forms a part.

The proposed amendments for each of the TW Indentures with respect to each series of Old Notes constitute a single proposal with respect to that series of notes, and a consenting holder of that series of Old Notes must consent to the proposed amendments in their entirety and may not consent selectively with respect to certain of the proposed amendments.

Pursuant to the TW Indentures and related supplemental indentures for each series of Old Notes, the proposed amendments require that the Requisite Consent with respect to the applicable series of Old Notes must be received (whether in an exchange offer, in the corresponding Concurrent Cash Tender Offer or both combined). The Requisite Consents are set forth in the table below. Any Old Notes held by Time Warner, Historic TW or any person directly or indirectly controlling or controlled or under direct or indirect common control with Time Warner or Historic TW are not considered to be “outstanding” for this purpose.

The table below sets forth, with respect to each series of Old Notes, among other things: the relevant TW Indenture, the guarantors under the relevant TW Indenture and the requisite consent applicable to such series of Old Notes (the “Requisite Consents”):

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60

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Concurrently with the exchange offers, we are also soliciting consents to the proposed amendments in the Concurrent Cash Tender Offers. Any consents that are received in the Concurrent Cash Tender Offers will count towards the Requisite Consents.

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As of the date of this prospectus, the aggregate principal amount outstanding with respect to each series of Old Notes is:

The valid tender of a holder’s Old Notes will constitute the consent of the tendering holder to the proposed amendments in their entirety.

If the Requisite Consents with respect to all series of Old Notes under the TW Indentures have been received prior to the Expiration Date (whether in an exchange offer, in the corresponding Concurrent Cash Tender Offer or both combined), assuming all other conditions of the exchange offers and consent solicitations are satisfied or waived, as applicable, all of the sections or provisions listed below under the applicable TW Indenture for the Old Notes will be deleted (or modified as indicated).

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Conforming Changes, etc. The proposed amendments would amend the TW Indentures, the Old Notes and any exhibits thereto, to make certain conforming or other changes to the TW Indentures, the Old Notes and any exhibits thereto, including modification or deletion of certain definitions and cross-references.

Effectiveness of Proposed Amendments

It is expected that the supplemental indentures for the proposed amendments to the TW Indentures will be duly executed and delivered by Time Warner or Historic TW, as applicable, and the Time Warner Trustee 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) and the proposed amendments contained therein will become operative from the Settlement Date, subject to the satisfaction or waiver of the conditions to the relevant exchange offer and, if applicable, the corresponding Concurrent Cash Tender Offer for such affected series of Old Notes.

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FOREIGN EXCHANGE RISKS

Principal and interest payments of the AT&T Euro Notes are payable by us in the currency of the AT&T Euro Notes. An investment in the AT&T Euro Notes which are denominated in, and all payments in respect of which are to be made in, a currency other than the currency of the country in which the purchaser is resident or the currency in which the purchaser conducts its business or activities (the home currency), entails significant risks not associated with a similar investment in a security denominated in the home currency. These include the possibility of:

We have no control over a number of factors affecting this type of note, including economic, financial and political events that are important in determining the existence, magnitude and longevity of these risks and their results. In recent years, rates of exchange for certain currencies, including the euro, have been highly volatile and this volatility may be expected to continue in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative of fluctuations in the rate that may occur during the term of the AT&T Euro Notes. Depreciation of the euro against the home currency could result in a decrease in the effective yield of the AT&T Euro Notes below the coupon rate, and in certain circumstances, could result in a loss to you on a home currency basis.

Under the terms of the Indenture under which the AT&T Euro Notes are to be issued, if the euro ceases to exist when payments on the AT&T Euro Notes are due under any circumstances, AT&T may supplement the indenture to allow for payment in U.S. dollars.

The AT&T Euro Notes will be governed by New York law. Under New York law, a New York state court rendering a judgment on the AT&T Euro Notes would be required to render the judgment in the currency of the AT&T Euro Notes. However, the judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment. Consequently, in a lawsuit for payment on the AT&T Euro Notes, investors would bear currency exchange risk until a New York state court judgment is entered, which could be a long time.

In courts outside of New York, investors may not be able to obtain a judgment in a currency other than U.S. dollars. For example, a judgment for money in an action based on the AT&T Euro Notes in many other U.S. federal or state courts ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of the euro, as applicable, into U.S. dollars will depend upon various factors, including which court renders the judgment.

This description of foreign currency risks does not describe all the risks of an investment in securities denominated in a currency other than the home currency. You should consult your own financial and legal advisors as to the risks involved in an investment in the AT&T Euro Notes.

On April 30, 2019, the euro/U.S.$ rate of exchange was €1 /U.S.$1.1216.

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DESCRIPTION OF THE AT&T NOTES

For purposes of this section “Description of the AT&T Notes,” the terms “we,” “us,” “our” and “AT&T” shall refer to AT&T Inc. and not any of its subsidiaries. The terms of the AT&T Notes will include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939. The following is a summary of the material provisions of the Indenture and the AT&T Notes. Because this is a summary, it may not contain all the information that is important to you. You should read the Indenture in its entirety. See “Where You Can Find More Information.” Certain provisions of the AT&T Notes are unique to the specific monetary denomination, and holders of such a denomination should read the specific sub-description as relevant.

General

The AT&T Notes will be issued under our Indenture, dated as of May 15, 2013, with The Bank of New York Mellon Trust Company, N.A., acting as trustee. The AT&T Notes will be our unsecured and unsubordinated obligations and will rank pari passu with all other indebtedness issued under our Indenture. The AT&T Notes will constitute twenty-six separate series under the Indenture. The AT&T Notes will be issued in the form of one or more global notes (the “Global Notes”) in fully registered form, without coupons, and will be deposited on the Settlement Date with one of the three depositaries as detailed below.

Description of the AT&T U.S. Notes

General

We will issue the AT&T U.S. Notes in fully registered form only and in minimum denominations of $1,000 and integral multiples of $1,000 thereafter.

We may issue definitive AT&T U.S. Notes in the limited circumstances set forth in “—Form and Title” below. If we issue definitive AT&T U.S. Notes, principal of and interest on the AT&T U.S. Notes will be payable in the manner described below, the transfer of the AT&T U.S. Notes will be registrable, and the AT&T U.S. Notes will be exchangeable for notes bearing identical terms and provisions, at the office of The Bank of New York Mellon Trust Company, N.A., the paying agent and registrar for the AT&T U.S. Notes, currently located at 601 Travis Street, 16th Floor, Houston, Texas 77002. However, payment of interest, other than interest at maturity, or upon redemption, may be made by check mailed to the address of the person entitled to the interest as it appears on the security register at the close of business on the regular record date corresponding to the relevant interest payment date. Notwithstanding this, (1) the depositary, as holder of the AT&T U.S. Notes, or (2) a holder of more than $5 million in aggregate principal amount of AT&T U.S. Notes in definitive form can require the paying agent to make payments of interest, other than interest due at maturity, or upon redemption, by wire transfer of immediately available funds into an account maintained by the holder in the United States, by sending appropriate wire transfer instructions as long as the paying agent receives the instructions not less than ten days prior to the applicable interest payment date. The principal and interest payable in U.S. dollars on an AT&T U.S. Note at maturity, or upon redemption, will be paid by wire transfer of immediately available funds against presentation of an AT&T U.S. Note at the office of the paying agent.

For purposes of the AT&T U.S. Notes, a business day means a business day in The City of New York and London, as applicable.

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The AT&T U.S. Notes offered by this registration statement will bear interest at the rate as specified in the table below and will mature as specified below.

We will pay interest on the AT&T U.S. Notes to the person in whose name the AT&T U.S. Notes are registered as follows.

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Optional Redemption of the AT&T U.S. Notes

Make-Whole Redemption (No Par Call):

Each series of the AT&T U.S. Notes listed in the table below may be redeemed as a whole or in part, at our option, at any time and from time to time, on at least 15 days’ (or 30 days’ in the case of the 6.625% Global Notes due 2029, the 7.625% Global Notes due 2031, the 7.700% Global Notes due 2032 and the 6.500% Global Notes due 2036), but not more than 45 days’ (or 60 days’ in the case of the 6.625% Global Notes due 2029, the 7.625% Global Notes due 2031, the 7.700% Global Notes due 2032 and the 6.500% Global Notes due 2036), prior notice mailed (or otherwise transmitted in accordance with DTC procedures) to the registered address of each holder of the AT&T U.S. Notes of such series to be redeemed. The redemption price will be calculated by us and will be equal to the greater of (1) 100% of the principal amount of the AT&T U.S. Notes of such series to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate (as defined below) plus a number of basis points equal to the applicable Make-Whole Spread (as set forth in the table below). In the case of each of clauses (1) and (2), accrued but unpaid interest will be payable to, but not including, the redemption date.

Make-Whole Redemption and Par Call:

Each series of the AT&T U.S. Notes listed in the table below (the “Par Call Notes”) may be redeemed at any time prior to the applicable par call date (as set forth in the table below), in whole or from time to time in part, on at least 15 days’, but not more than 45 days’, prior notice mailed (or otherwise transmitted in accordance with DTC procedures) to the registered address of each holder of the AT&T U.S. Notes of such series to be redeemed, at a make-whole call equal to the greater of (i) 100% of the principal amount of the Par Call Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate for the AT&T U.S. Notes, plus a number of basis points equal to the applicable Make-Whole Spread (as set forth in the table below), calculated by AT&T. Each series of

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the Par Call Notes may be redeemed at any time on or after the applicable par call date, in whole or in part, at a redemption price equal to 100% of the principal amount of the Par Call Notes to be redeemed. In each case, accrued but unpaid interest will be payable to, but not including, the redemption date.