As filed with the Securities and Exchange Commission on May 13, 2019July 22, 2021

RegistrationNo. 333-231171333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

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, AssistantDeputy General Counsel and Secretary

AT&T Inc.

One AT&T Plaza

208 South Akard Street

Dallas, Texas 75202

(210)821-4105

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

Copies to:

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

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

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

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

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

The 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 13, 2019JULY 22, 2021

PROSPECTUS

AT&T Inc.

Offers to Exchange

All OutstandingUp to $3,754,741,000 aggregate principal amount of new 2.550% Global Notes due 2033 registered under the Securities Act of 1933, for any and all outstanding unregistered 2.550% Global Notes due 2033,

Up to $7,500,000,000 aggregate principal amount of new 3.500% Global Notes due 2053 registered under the Securities Act of 1933, for any and all outstanding unregistered 3.500% Global Notes due 2053,

Up to $7,500,001,000 aggregate principal amount of new 3.550% Global Notes due 2055 registered under the Securities Act of 1933, for any and all outstanding unregistered 3.550% Global Notes due 2055,

Up to $5,923,400,000 aggregate principal amount of new 3.800% Global Notes due 2057 registered under the Securities Act of 1933, for any and all outstanding unregistered 3.800% Global Notes due 2057, and

Up to $6,500,001,000 aggregate principal amount of new 3.650% Global Notes due 2059 registered under the Securities Act of 1933, for any and all outstanding unregistered 3.650% Global Notes due 2059.

AT&T Inc. (“AT&T”) is offering to exchange (i) new registered 2.550% Global Notes due 2033 (the “2033 Exchange Notes”) for its outstanding unregistered 2.550% Global Notes due 2033 (the “2033 Original Notes”), (ii) new registered 3.500% Global Notes due 2053 (the “2053 Exchange Notes”) for its outstanding unregistered 3.500% Global Notes due 2053 (the “2053 Original Notes”), (iii) new registered 3.550% Global Notes due 2055 (the “2055 Exchange Notes”) for its outstanding unregistered 3.550% Global Notes due 2055 (the “2055 Original Notes”), (iv) new registered 3.800% Global Notes due 2057 (the “2057 Exchange Notes”) for its outstanding unregistered 3.800% Global Notes due 2057 (the “2057 Original Notes”) and (v) new registered 3.650% Global Notes due 2059 (the “2059 Exchange Notes” and, together with the 2033 Exchange Notes, the 2053 Exchange Notes, the 2055 Exchange Notes and the 2057 Exchange Notes, the “Exchange Notes”) for its outstanding unregistered 3.650% Global Notes due 2059 (the “2059 Original Notes” and, together with the 2033 Original Notes, the 2053 Original Notes, the 2055 Original Notes and the 2057 Original Notes, the “Original Notes”). The Original Notes and the Exchange Notes are sometimes referred to in this prospectus together as the “Notes”. The terms of each series of the Series Specified Below

Exchange Notes are substantially identical to the terms of the applicable series of Original Notes, except that the Exchange Notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), and Solicitationthe transfer restrictions and registration rights and related special interest provisions applicable to the Original Notes do not apply to the Exchange Notes. The Original Notes may only be tendered in an amount equal to $2,000 in principal amount and in integral multiples of Consents$1,000 thereafter. Interest on the Exchange Notes will accrue from the most recent date on which interest on the Original Notes has been paid, which, for the avoidance of doubt, is (i) with respect to Amend the Related Time Warner2033 Exchange Notes and Historic TW Indentures

Early Participation Date: 5:00 p.m., New York City Time, Maythe 2057 Exchange Notes, June 1, 2021, and will be payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2021, and (ii) with respect to the 2053 Exchange Notes, the 2055 Exchange Notes and the 2059 Exchange Notes, March 15, 2019,2021, and will be payable semiannually in arrears on March 15 and September 15 of each year, commencing on September 15, 2021. We will deem the right to receive any interest accrued but unpaid on the Original Notes waived by you if we accept your Original Notes for exchange. Accordingly, holders whose tenders are accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes, unless extended

Expiration Date: 9:00 a.m., New York City Time, May 31, 2019, unless extendedthe record date for any such interest payment occurs before the completion of the Exchange Offers. We refer to these offers as the “Exchange Offers”. For a more detailed description of the Exchange Notes, see “Description of Exchange Notes”.

We are offeringnot asking you for a proxy and you are requested not to exchange any and all validly tendered (andsend us a proxy. You do not validly withdrawn) and accepted noteshave dissenters’ rights of appraisal in connection with the 26 seriesExchange Offers. See “The Exchange Offers — Absence 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, andDissenters’ Rights of Appraisal”.

No public market currently exists for the consideration summarized in,Original Notes and we cannot assure you that any public market for the table below.

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

Holders may withdraw their tendered Original Notes at any time at or prior to the Expiration Date (as defined below) 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 revokedExchange Offers. The Exchange Offers will expire at any time prior to 5:00 p.m., New York City time, on                 May 15, 2019,, 2021, unless extended or earlier terminated by us (such date, and time, as itthe same may be extended the “Consent Revocation Deadline”), but may not be revoked ator earlier terminated with respect to any time thereafter. Consents may be revoked only by validly withdrawingor all series of Exchange Notes, 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 The Exchange Offers 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:

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 ishas been authorized to give any information or to make any representations otherrepresentation concerning us or the Exchange Offers (other than thoseas contained or incorporated by reference in this prospectus. Weprospectus or the related letter of transmittal) and the dealer managerswe take no responsibility for, andnor can we provide noany assurance as to the reliability of, any other information that others may give you. This prospectus isYou should 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 orassume that the information contained or incorporated by reference in this prospectus is correctaccurate as of any time subsequent todate other than the date on the front cover of this prospectus or the date of such information. Ourthe incorporated document, as applicable.

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

There are no guaranteed delivery provisions provided for in conjunction with the Exchange Offers under the terms of operationsthis prospectus and prospects may have changed since those dates.the accompanying letter of transmittal. Tendering holders must tender their Original Notes in accordance with the procedures set forth under “The Exchange Offers — Procedures for Tendering Original Notes”.

This prospectus is part of a registration statement that we have filed with the SEC. Priorcontains summaries believed to making any decisionbe accurate with respect to certain documents, but reference is made to the exchange offers and consent solicitations, you should read this prospectus and any prospectus supplement, together with theactual documents incorporatedfor complete information. All such summaries are qualified in their entirety by reference herein, the registration statement, the exhibits thereto and the additional information described under the headingsuch reference. See “Where You Can Find More Information.”Information”.

ReferencesWhen we refer to “we”, “our” or “us” in this prospectus, to “$”we mean AT&T Inc. and “dollars” are toits consolidated subsidiaries unless the currency of the United States. References to “€” and “euro” are to the lawful currency of the member states of the European Monetary Union thatcontext explicitly otherwise requires.

FORWARD-LOOKING STATEMENTS

We have adoptedincluded or that adopt the single currency in accordance with the treaty establishing the European Community, as amendedincorporated by the Treaty on European Union. The financial information presentedreference 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 usstatements 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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might differ materially. Such estimates and statements include, but are not limited to, statements about AT&T’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of AT&T and are subject to significant risks and uncertainties outside of our control.

Statements included in or incorporated by reference into this prospectus or any prospectus supplement, that are not historical facts, including statements about the beliefs and expectations of the management of AT&T, are forward-looking statements. Words such as “believes,” “anticipates,” “estimates,” “expects,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,”“believes”, “anticipates”, “estimates”, “expects”, “intends”, “aims”, “potential”, “will”, “would”, “could”, “considered”, “likely”, “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While AT&T believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of AT&T. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from the current expectations of AT&T depending upon a number of factors affecting theirits businesses and risks associated with the successful completion of the exchange offers and consent solicitations.Exchange Offers. 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 sectionssection 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 Form10-K for the fiscal year ended December 31, 2018,2020, and the factors contained or incorporated by reference into such documents and in subsequent filings by AT&T with the SEC, and in this prospectus, including in the section captioned “Risk Factors.”Factors”.

Except as otherwise required by law, AT&T is not under any obligation, and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this announcementprospectus 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&TOur filings with the SEC are also available to the public through the SEC’s Internet site at its Internethttp://www.sec.gov. We maintain an internet website at www.att.com. This(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.)

CopiesWe have filed with the SEC a registration statement on Form S-4 relating to the securities covered by this prospectus. This prospectus is a part of the materials referred toregistration statement and does not contain all of the information in the preceding paragraph and any current amendment or supplement toregistration statement. Whenever a reference is made in this prospectus may alsoto a contract or other document of ours, please be obtained fromaware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document.

This prospectus incorporates by reference business and financial information agent at the address set forth on the back cover ofabout us that is not included in or delivered with this prospectus. This information is available without charge upon written or oral request directed to: AT&T, Attention: Stockholder Services, One AT&T Plaza, 208 South Akard Street, Dallas, Texas 75202, Telephone (210) 821-4105.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

WeThe SEC allows us to “incorporate by reference” the information we file with the SEC,them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is

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reference is 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 datefiling of the registration statement to which this prospectus relates and prior to the effectiveness of such registration statement and all such future filings that we make with the SEC until we complete the exchange offers and consent solicitationsExpiration Date (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)(210) 821-4105; or from the SEC through the SEC website at the address provided above.

To receive timely delivery of the documents prior to the Expiration Date, you should make your request no later than five business days before the date you must make your investment decision, or                 , 2021.

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Questions and Answers about the-1-

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RISK FACTORS

AnAny investment in the AT&TExchange 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, 2018,2020, 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&TExchange 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.”“Forward-Looking Statements”.

Risks Relating to the AT&TExchange Notes

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

The AT&TExchange Notes are senior unsecured general obligations of AT&T. Holders of our secured indebtedness, if any, will have claims that are prior to your claims as holders of the AT&TExchange 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&TExchange 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&TExchange Notes. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the AT&TExchange Notes. As a result, holders of the AT&TExchange Notes may receive less, ratably, than holders of our secured indebtedness. At March 31, 2019, AT&T had no secured indebtedness.indebtedness, or may not receive anything at all in any of the foregoing events.

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

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

The AT&TExchange Notes are obligations of AT&T Inc. exclusively and not of any of our subsidiaries, including Time Warner or Historic TW.subsidiaries. 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)creditors) 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&TExchange Notes. Consequently, the AT&TExchange 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-9-

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 Participation in the Exchange Offers and Consent Solicitations

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

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

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:

USE OF PROCEEDS

These Exchange Offers are intended to satisfy our obligations under the Registration Rights Agreements entered into in connection with the issuance of the Original Notes. We will not receive any cash proceeds from the exchangesissuance of the AT&TExchange Notes in the Exchange Offers. The Original Notes surrendered and exchanged for the OldExchange 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.canceled.

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THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS

Purpose of the Exchange Offers

We are offering to exchange our (i) 2.550% Global Notes due 2033, which have been registered under the Securities Act and Consent Solicitationswhich we refer to as the “2033 Exchange Notes”, for our outstanding 2.550% Global Notes due 2033 (CUSIP Nos. 00206R MF6 and U04644 CX3 / ISIN Nos. US00206RMF63 and USU04644CX30), which have not been so registered and which we refer to as the “2033 Original Notes”, (ii) 3.500% Global Notes due 2053, which have been registered under the Securities Act and which we refer to as the “2053 Exchange Notes”, for our outstanding 3.500% Global Notes due 2053 (CUSIP Nos. 00206R MC3 and U04644 CU9 / ISIN Nos. US00206RMC33 and USU04644CU90), which have not been so registered and which we refer to as the “2053 Original Notes”, (iii) 3.550% Global Notes due 2055, which have been registered under the Securities Act and which we refer to as the “2055 Exchange Notes”, for our outstanding 3.550% Global Notes due 2055 (CUSIP Nos. 00206R MD1 and U04644 CV7 / ISIN Nos. US00206RMD16 and USU04644CV73), which have not been so registered and which we refer to as the “2055 Original Notes”, (iv) 3.800% Global Notes due 2057, which have been registered under the Securities Act and which we refer to as the “2057 Exchange Notes”, for our outstanding 3.800% Global Notes due 2057 (CUSIP Nos. 00206R MG4 and U04644 CY1 / ISIN Nos. US00206RMG47 and USU04644CY13), which have not been so registered and which we refer to as the “2057 Original Notes” and (v) 3.650% Global Notes due 2059, which have been registered under the Securities Act and which we refer to as the “2059 Exchange Notes”, for our outstanding 3.650% Global Notes due 2059 (CUSIP Nos. 00206R ME9 and U04644 CW5 / ISIN Nos. US00206RME98 and USU04644CW56), which have not been so registered and which we refer to as the “2059 Original Notes”. We refer to these exchange offers as the “Exchange Offers”.

On September 18, 2020, we consummated previous offers to exchange certain notes of AT&T is conductingand our subsidiaries for (i) $7,500,000,000 aggregate principal amount of 2053 Original Notes and cash, (ii) $7,500,001,000 aggregate principal amount of 2055 Original Notes and cash and (iii) $6,500,001,000 aggregate principal amount of 2059 Original Notes and cash.

On December 7, 2020, we consummated previous offers to exchange certain notes of AT&T and our subsidiaries for (i) $3,754,741,000 aggregate principal amount of 2033 Original Notes and cash and (ii) $5,923,400,000 aggregate principal amount of 2057 Original Notes and cash .

In connection with the previous exchange offers, we entered into (i) the Q3 Registration Rights Agreement, with Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, BBVA Securities Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Commerz Markets LLC, HSBC Securities (USA) Inc., MUFG Securities Americas Inc., Santander Investment Securities Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, ANZ Securities, Inc., CIBC World Markets Corp., Intesa Sanpaolo IMI Securities Corp., Regions Securities LLC, EA Markets Securities LLC, Academy Securities, Inc., American Veterans Group, PBC, AmeriVet Securities, Inc., Apto Partners, LLC, Bancroft Capital, LLC, Blaylock Van, LLC, Cabrera Capital Markets, LLC, CastleOak Securities, L.P., C.L. King & Associates, Inc., Drexel Hamilton, LLC, Great Pacific Securities, Loop Capital Markets LLC, MFR Securities, Inc., Mischler Financial Group, Inc., Multi-Bank Securities, Inc., Penserra Securities LLC, R. Seelaus & Co., LLC, Roberts & Ryan Investments Inc., Samuel A. Ramirez & Company, Inc., Siebert Williams Shank & Co., LLC, Stern Brothers & Co. and Telsey Advisory Group LLC and (ii) the Q4 Registration Rights Agreement, with Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Loop Capital Markets LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC, EA Markets Securities LLC, Blaylock Van, LLC, CastleOak Securities, L.P., C.L. King & Associates, Inc., Drexel Hamilton, LLC, MFR Securities, Inc., Mischler Financial Group, Inc., Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC. Under the Registration Rights Agreements, we agreed to file and to use our reasonable efforts to have declared effective the exchange offers to simplify its capital structureregistration statement under the Securities Act and to give existingconsummate the Exchange Offers.

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

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

Except as set forth in this prospectus, this prospectus may not be used for an offer to resell, resale or other transfer of Exchange Notes.

The Exchange Offers are not being made to, nor will we accept tenders for exchange from, holders of OldOriginal Notes in any jurisdiction in which the optionExchange Offers or the acceptance of them would not be in compliance with the securities or blue sky laws of such jurisdiction.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to obtain securities issuedadmit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by AT&T, whicha broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the Expiration Date (as defined herein), we will be pari passumake this prospectus available to any broker-dealer for use in connection with AT&T’s other unsecured and unsubordinated debt securities. AT&T is conducting the consent solicitations to ease administrationany such resale. See “Plan of AT&T’s indebtedness.Distribution” below.

Terms of the Exchange Offers

Based on the terms and Consent Solicitations

Insubject to the exchange offers,conditions of the Exchange Offers, we are offering in exchange for a holder’s outstanding Oldwill accept any and all Original 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 tenderedprior to 5:00 p.m., New York City time, on the Early ParticipationExpiration Date and not validly withdrawn, holdersfor the Exchange Offers. Subject to the minimum denomination requirements of the Exchange Notes, we will receive the Total Consideration and (ii)issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Old U.S.outstanding Original Notes or €1,000 principal amount of Old Euro Notes, respectively, that is validly tenderedafter pursuant to the Early Participation Date but prior toExchange Offers on or before the Expiration Date and not validly withdrawn, holders will receive onlywithdrawn. Holders may tender some or all of the Original Notes pursuant to the Exchange Consideration, which is equal to the Total Consideration less the Early Participation Premium. No additional payment willOffers. However, Original Notes may 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

$5,923,400,000 of 2057 Exchange Notes for a like principal amount of outstanding 2057 Original Notes tendered and accepted in connection with the event that your OldExchange Offers and (v) up to $6,500,001,000 of 2059 Exchange Notes arefor a like principal amount of outstanding 2059 Original Notes tendered and accepted in connection with the Exchange Offers. The Exchange Notes issued in connection with the Exchange Offers will be delivered promptly after the Early ParticipationExpiration Date. Except as otherwise set forth above, you

The terms of the Exchange Notes will be substantially identical to the terms of the Original Notes, except that:

Each series

The Exchange Notes will evidence the same debt securities thatas the Original Notes and will be issued under our Indenture. The termsthe same indenture and be entitled to the same benefits under that indenture as the Original Notes being exchanged. As of the AT&T Notes will include those expressly set forth in such notes, the Indenture and those made partdate 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

If we amend any Exchange Offer in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend such Exchange Offer for a period of five to ten business days. No Exchange Offer is conditioned upon any other Exchange Offer, and we may terminate any Exchange Offer without terminating the other Exchange Offers.

If we determine to extend, amend or terminate any Exchange Offer, we will publicly announce this determination by making a timely release through an appropriate news agency.

If we delay accepting any Original Notes or terminate any Exchange Offer, we promptly will pay the consideration offered, or return any Original Notes deposited, pursuant to the Exchange Offers as itrequired by Rule 14e-1(c) of the Exchange Act.

Interest on the Exchange Notes

The 2033 Exchange Notes will bear interest at the rate of 2.550% per annum, the 2053 Exchange Notes will bear interest at the rate of 3.500% per annum, the 2055 Exchange Notes will bear interest at the rate of 3.550% per annum, the 2057 Exchange Notes will bear interest at the rate of 3.800% per annum and the 2059 Exchange Notes will bear interest at the rate of 3.650% per annum, each from the most recent date on which interest on the Original Notes has been paid, which, for the avoidance of doubt, is (i) with respect to the 2033 Exchange Notes and the 2057 Exchange Notes, June 1, 2021, and (ii) with respect to the 2053 Exchange Notes, the 2055 Exchange Notes and the 2059 Exchange Notes, March 15, 2021. Interest will be payable semiannually in arrears (i) with respect to the 2033 Exchange Notes and the 2057 Exchange Notes, on June 1 and December 1 of each year, commencing on December 1, 2021 and (ii) with respect to the 2053 Exchange Notes, the 2055 Exchange Notes and the 2059 Exchange Notes, on March 15 and September 15 of each year, commencing on September 15, 2021.

Conditions to the Exchange Offers

Notwithstanding any other provisions of the Exchange Offers, or any extension of the Exchange Offers, we will not be required to accept for exchange, or to exchange any Exchange Notes for, any Original Notes and we may be extendedterminate any Exchange Offer or, at AT&T’s discretion, (c) the registration statementour option, modify, extend or otherwise amend any Exchange Offer, if any of which this prospectus forms a part having been declared effective by the SEC and (d) the following statements being true:conditions are not satisfied at or prior to the Expiration Date:

(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 oneon 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,Exchange Offers or the exchange of OldOriginal Notes for Exchange Notes under an exchange offer, the consent solicitations or the proposed amendments,Exchange Offers by or before any court or governmental regulatory or administrative agency, authority, or tribunal, which either:

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(2) None of the following has occurred:

(3) The trusteeTrustee (as defined below) under the TW Indenturesour Indenture 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,Exchange Offers, nor has the trusteeTrustee 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.

We expressly reserve the right to amend or terminate any Exchange Offer and to reject for exchange offers,any Original Notes not previously accepted for exchange, upon the exchangeoccurrence of any of the Old Notes under an exchange offerconditions of the Exchange Offers specified above. We will give written notice of any amendment, non-acceptance, termination or waiver to the consent solicitations.Exchange Agent as promptly as practicable, followed by a timely press release.

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 theseThese 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

tendering holder of OldOriginal Notes will constitute the agreement by a tenderingthat holder to deliver good and marketable title to the tendered OldOriginal Notes, free and clear of any and all liens, restrictions, charges, claims,pledges, security interests, encumbrances interests and restrictionsor rights 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 “—Withdrawalkind 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.”third parties.

Absence of Dissenters’ Rights of Appraisal

Holders of the OldOriginal 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 Indenturesappraisal 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).

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 agentExchange Agent prior to the Expiration Date of the exchange offersExchange Offers at one of its addresses set forth on the back cover page of this prospectus. Delivery of these documents to AT&T or DTC does not constitute delivery to the exchange agent.Exchange Agent.

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

Currently, all of the OldOriginal 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. Original Notes Held with DTC by a DTC Participant.”Participant”. However, any beneficial owner whose OldOriginal 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.Exchange Offers. You should keep in mind that your intermediary may require you to take action with respect to the exchange offersExchange Offers a number of days before the Early Participation Date or the Expiration Date in order for such entity to tender OldOriginal 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.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.Exchange Offers. Accordingly, beneficial owners wishing to participate in the exchange offers and consent solicitationsExchange Offers 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.Exchange Offers.

Letter of Transmittal and Consent

Subject to and effective upon the acceptance for exchange and issuance of AT&T U.S.Exchange Notes, and the payment of the cash consideration, in exchange for Old U.S.Original 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.Original Notes: