Subject to Completion
Preliminary Prospectus Supplement Dated December 5, 2019
Prospectus Supplement
, 2019
(To Prospectus dated May 13, 2019)
Depositary Shares
AT&T Inc.
Each representing a 1/1,000th Interest in a
Share of % Perpetual Preferred Stock, Series A
Each of the depositary shares offered hereby (the depositary
shares) represents a 1/1,000th interest in a share of % Perpetual Preferred Stock, Series A, $25,000 stated amount (as defined herein) per share (equivalent to $25.00 per depositary share) (the Series
A) of AT&T Inc., deposited with Computershare Inc. and Computershare Trust Company, N.A. (collectively as depositary, the Depositary). The depositary shares are evidenced by depositary receipts. As a holder of depositary
shares, you are entitled to a proportional fractional interest in all rights and preferences of the Series A (including dividend, voting, redemption and liquidation rights). You must exercise these rights through the Depositary.
We will pay dividends on the Series A only when, as and if declared by our board of directors (or a duly authorized committee thereof) out of
funds legally available for the payment of dividends. Any such dividends will be payable at an annual rate of % of the stated amount per share of Series A, on a cumulative basis from the date of original issue, quarterly
in arrears on the 1st day of February, May, August and November of each year, commencing on February 1, 2020. Payment of dividends on the Series A is subject to certain restrictions as described elsewhere in this prospectus supplement or in the
documents incorporated by reference herein. Distributions will be made in respect of the depositary shares if and to the extent dividends are paid on the Series A.
We may, at our option, redeem the Series A, (i) in whole or in part, at any time on or after December , 2024 at a
cash redemption price equal to the stated amount (i.e., $25,000 per share of Series A) (equivalent to $25.00 per depositary share), plus (except as otherwise provided herein) an amount equal to all accrued and unpaid dividends thereon (whether or
not declared), to, but not including, the date fixed for redemption, or (ii) in whole but not in part at any time within 90 days after the conclusion of any review or appeal process instituted by us following the occurrence of a ratings event
(as defined in Description of the % Perpetual Preferred Stock, Series AOptional Redemption) at a cash redemption price equal to $25,500 per share of Series A (equivalent to $25.50 per depositary share),
plus (except as otherwise provided herein) an amount equal to all accrued and unpaid dividends thereon (whether or not declared) to, but not including, the date fixed for redemption. See Description of the %
Perpetual Preferred Stock, Series AOptional Redemption. If we redeem the Series A, the Depositary will redeem a proportionate number of depositary shares. Neither you, as a holder of depositary shares, nor the Depositary will have the
right to require the redemption or repurchase of the Series A or the depositary shares.
The Series A will not have voting rights, except as
set forth under Description of the % Perpetual Preferred Stock, Series AVoting Rights. A holder of depositary shares will be entitled to direct the Depositary to vote in such circumstances. See
Description of the Depositary SharesVoting of the Depositary Shares.
We intend to apply to list the depositary shares on
The New York Stock Exchange (NYSE) under the symbol T PRA. If approved for listing, we expect trading of the depositary shares on the NYSE to commence within 30 days after they are first issued.
Investing in the depositary shares and the underlying Series A involves risks. See Risk Factors
beginning on page S-7 of this prospectus supplement and the risk factors described in our periodic reports filed with the U.S. Securities and Exchange Commission (the SEC) that are incorporated by
reference into this prospectus supplement.
Neither the SEC nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per Depositary
Share
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Total
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Price to public (1)
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$
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$
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Underwriting discount (2)
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$
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$
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Proceeds, before expenses, to AT&T Inc.
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$
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$
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(1)
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The price to the public does not include accrued dividends, if any, that may be declared. Dividends, if
declared, will accrue from the date of original issuance, which is expected to be December , 2019.
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(2)
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Reflects depositary shares sold to
retail investors, for which the underwriters will receive an underwriting discount of $ per depositary share, and depositary
shares sold to institutional investors, for which the underwriters will receive an underwriting discount of $ per depositary share. See Underwriting for a description of compensation to the
underwriters.
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The underwriters expect to deliver the depositary shares in book-entry form through the facilities of The Depository Trust
Company for the accounts of its participants, which include Clearstream Banking, S.A. and Euroclear Bank SA/NV, against payment in New York, New York on or about
December , 2019.
Joint
Book-Running Managers
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Morgan Stanley
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Wells Fargo Securities
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BofA Securities
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RBC Capital Markets
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J.P. Morgan
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UBS Investment Bank
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The date of this prospectus supplement
is , 2019.