AT&T : Presentation

AT&T Investor Update

AT&T and TPG to Form New Premium Video Entity

February 25, 2021

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Cautionary Language Concerning Forward-Looking Statements

Information set forth in this presentation contains financial estimates and other forward-looking statements that are subject to risks and uncertainties, and actual results might differ materially. A discussion of factors that may affect future results is contained in AT&T's filings with the Securities and Exchange Commission. AT&T disclaims any obligation to update and revise statements contained in this presentation based on new information or otherwise.

This presentation may contain certain non-GAAP financial measures. Reconciliations between the non-GAAP financial measures and the

GAAP financial measures are available on the company's website athttps://investors.att.com.

The "quiet period" for FCC Spectrum Auction 107 is in effect. During the quiet period, auction applicants are required to avoid discussions of bids, bidding strategy and post-auction market structure with other auction applicants

Important additional Information:

AT&T filed a Form 8-K on February 25, 2021. The 8-K must be read in conjunction with this presentation and contains additional important details on this transaction.

2 © 2021 AT&T Intellectual Property.

Focused on Strategic Growth Priorities

Aligns with our strategic focus

• • Improves ability to focus on strategic growth priorities - 5G wireless, Fiber, HBO Max

• • Provides future optionality

• • Commercial relationships remain in place

  - Wireless/broadband bundles; HBO Max

• • Supports deliberate capital allocation plan

New entity positioned to maximize value creation

• • Includes U.S. DIRECTV, AT&T TV, and U-verse video services

• • Strong relationship with TPG helps improve operational focus and flexibility

  - Independent and focused management team

• • Expect improved cash generation

New DTV U.S. Video Business - Capital Structure and Deal Terms

New entity with ~$16.3B enterprise value

Summary Capitalization

• • TPG contributes $1.8B for senior preferred equity

  • • 30% common equity

• • AT&T contributes Video business and receives:

  • • $4.25B in junior preferred equity

  • • $4.2B in common catch-up equity

  • • 70% common equity

• • ~$6B in net debt financing by New DTV

• • AT&T continues to fund NFL Sunday Ticket for 2021 and 2022 (up to a $2.5B cumulative cap)

$7.6B in cash to AT&T at deal close

• • New DTV assumes $0.2B of existing DIRECTV debt

Instrument

$B $1.8

Economic Interest

TPG Senior Preferred Equity (10% cash coupon) AT&T Junior Preferred Equity (6.5% PIK coupon) AT&T Common Catch-up Equity

4.3 4.2

AT&T Common Equity

TPG Common Equity Closing Debt Closing Cash

70% 30%

6.4

(0.3)

Total Enterprise Value

$16.3B