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table below identifies the aggregate principal amount of each series of Old Notes validly tendered and not validly withdrawn in the Exchange Offers and the principal amount of each series of Old Notes accepted by AT&T.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