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AT&T Inc. Announces Pricing Terms With Respect To Pool 1 Offer And Pool 2 Offer And Expiration And Settlement Of Its Exchange Offers

(2) Reflects the bid-side yield on the reference UST security (2.750% U.S. Treasury Notes due August 15, 2042) calculated in accordance with the procedures set forth in the Offering Memorandum, plus the applicable Clearing Spread.

The Total Consideration for the Pool 1 Notes reflects a Clearing Spread Premium of 35 basis points, and the Total Consideration for the Pool 2 Notes reflects a Clearing Spread Premium of 35 basis points.

Eligible Holders who tendered their Pool 1 Notes and Pool 2 Notes after the Early Participation Date (and whose Old Notes were accepted for tender) received, for each $1,000 principal amount of such Pool 1 Notes or Pool 2 Notes tendered, an amount reflecting the applicable Total Consideration less the Early Participation Payment of $50.00 per $1,000 as specified in the Offering Memorandum, dated November 15, 2012 (the “ Offering Memorandum”) and the related letter of transmittal.

On December 17, 2012, AT&T delivered an aggregate principal amount of $1,956,149,000 of New 2042 Notes and an aggregate principal amount of $3,043,850,000 of New 2045 Notes and paid in cash a total of $690,965,329.25 for the Old Notes accepted for exchange, which cash amount includes accrued and unpaid interest on such Old Notes from the last applicable interest payment date to, but excluding, December 17, 2012. The New Notes were issued pursuant to the Indenture dated as of November 1, 1994 between SBC Communications Inc. (now known as AT&T Inc.) and The Bank of New York (now known as The Bank of New York Mellon), as Trustee.

The table below identifies the aggregate principal amount of each series of Old Notes validly tendered and not validly withdrawn in the Exchange Offers and the principal amount of each series of Old Notes accepted by AT&T.

Title of Security   Issuer   Principal Amount Tendered   Principal Amount Accepted
Pool 1 Notes
7.12% Debentures due 2097   BellSouth Corporation   $206,856,000   $206,856,000
7.0% Notes due 2095   BellSouthTelecommunications, LLC   $259,101,000   $259,101,000
6.65% Zero-to-FullDebentures due 2095   BellSouthTelecommunications, LLC   $231,038,000   $231,038,000
Pool 2 Notes
7.875% Notes, due 2030   BellSouth Corporation   $314,053,000   $309,780,000
6.875% Notes, due 2031   BellSouth Corporation   $249,037,000   $244,549,000
6.550% Notes, due 2034   BellSouth Corporation   $190,602,000   $189,541,000
6.00% Notes, due 2034   BellSouth Corporation   $171,852,000   $171,129,000
Pool 3 Notes
6.450% Global Notes due 2034   AT&T Inc.   $258,781,000   $258,781,000
6.150% Global Notes due 2034   AT&T Inc.   $413,746,000   $413,746,000
8.00% Notes, due 2031   AT&T Corp.   $224,827,000   $224,827,000
8.750% Notes, due 2031   New Cingular WirelessServices, Inc.   $241,574,000   $241,574,000
7.125% Senior Notes, due 2031   AT&T Mobility LLC   $240,110,000   $240,110,000
6.800% Notes, due 2036   AT&T Inc.   $332,130,000   $332,130,000
6.40% Global Notes due 2038   AT&T Inc.   $804,380,000   $804,380,000
6.500% Global Notes due 2037   AT&T Inc.   $1,263,564,000   $18,718,000
6.30% Global Notes due 2038   AT&T Inc.   $1,719,942,000   $0
6.550% Global Notes due 2039   AT&T Inc.   $1,096,337,000   $0
     

Based on the amount of Old Notes tendered in the Exchange Offers and in accordance with the terms of the Exchange Offers, AT&T accepted (1) all of the Pool 1 Notes validly tendered (and not validly withdrawn), as set forth above; and (2) after giving effect to proration, $915,000,000 aggregate principal amount of the Pool 2 Notes validly tendered (and not validly withdrawn), with a proration factor applied to the $198,264,000 aggregate principal amount of the Pool 2 Notes tendered at a Bid Spread equal to the Clearing Spread for the Pool 2 Offer equal to approximately 94.73% of the aggregate principal amount of such Pool 2 Notes validly tendered (and not validly withdrawn) as set forth above. Based on the amount of Old Notes tendered in the Exchange Offers and in accordance with the terms of the Exchange Offers, AT&T accepted the following Pool 3 Notes validly tendered (and not validly withdrawn) (i) all of the 6.450% Global Notes due 2034 issued by AT&T Inc., 6.150% Global Notes due 2034 issued by AT&T Inc., all of the 8.00% Notes due 2031 issued by AT&T Corp., all of the 8.750% Notes due 2031 issued by New Cingular Wireless Services, Inc., all of the 7.125% Senior Notes due 2031 issued by AT&T Mobility LLC, all of 6.800% Notes due 2036 issued by AT&T Inc. and all of the 6.40% Global Notes due 2038 issued by AT&T Inc. and (ii) $18,718,000 aggregate principal amount of the 6.500% Global Notes due 2037 of AT&T Inc., with a proration factor for the 6.500% Global Notes due 2037 equal to approximately 1.51% of the aggregate principal amount of such 6.500% Global Notes due 2037 validly tendered (and not validly withdrawn) as set forth above.

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