| \n Title of Security<\/b><\/p>\n<\/td>\n | \n Issuer<\/b><\/p>\n<\/td>\n | \n CUSIP | \n Principal Reference UST Fixed Spread Cash Acceptance \nPool 1 Notes\n<\/p>\n<\/td>\n<\/tr>\n \n4.800% Global Notes due 2044*\n<\/p>\n<\/td>\n \nAT&T Inc.\n<\/p>\n<\/td>\n \n00206RCG5\n<\/p>\n<\/td>\n \n$1,749.9\n<\/p>\n<\/td>\n \n1.375% due \n170\n<\/p>\n<\/td>\n \n0%\n<\/p>\n<\/td>\n \n1\n<\/p>\n<\/td>\n<\/tr>\n \n4.500% Global Notes due 2048*\n<\/p>\n<\/td>\n \nAT&T Inc.\n<\/p>\n<\/td>\n \n00206RDL3 \/ \n$4,176.4\n<\/p>\n<\/td>\n \n1.375% due \n180\n<\/p>\n<\/td>\n \n0%\n<\/p>\n<\/td>\n \n2\n<\/p>\n<\/td>\n<\/tr>\n \n4.35% Global Notes due 2045*\n<\/p>\n<\/td>\n \nAT&T Inc.\n<\/p>\n<\/td>\n \n00206RBK7 \/ U04644AE7\n<\/p>\n<\/td>\n \n$1,896.1\n<\/p>\n<\/td>\n \n1.375% due \n170\n<\/p>\n<\/td>\n \n0%\n<\/p>\n<\/td>\n \n3\n<\/p>\n<\/td>\n<\/tr>\n \n4.30% Global Notes due 2042*\n<\/p>\n<\/td>\n \nAT&T Inc.\n<\/p>\n<\/td>\n \n00206RBH4 \/ \n$1,956.1\n<\/p>\n<\/td>\n \n1.375% due \n160\n<\/p>\n<\/td>\n \n0%\n<\/p>\n<\/td>\n \n4\n<\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \n(1) Rounded to the nearest tenth of a million.\n<\/p>\n<\/td>\n<\/tr>\n \n(2) The early participation payment for the Pool 1 Offer will be $50 of principal amount of New 2057 Notes per $1,000 principal amount of Pool 1 Notes and is included in the total consideration.\n<\/p>\n<\/td>\n<\/tr>\n \n(3) The cash payment percent of premium is the percent of the amount by which the total consideration exceeds $1,000 in principal amount and cash per $1,000 principal amount of such Old Notes.\n<\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \n*Denotes a series of Old Notes for which the total consideration and exchange consideration will be determined taking into account the par call date, instead of the maturity date, in accordance with standard market practice.\n<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \nand (ii) exchange (the \u201cPool 2 Offer\u201d and, together with the Pool 1 Offer, the \u201cExchange Offers\u201d) nine series of notes issued by AT&T and certain of AT&T\u2019s wholly-owned subsidiaries (collectively, the \u201cPool 2 Notes\u201d and, together with the Pool 1 Notes, the \u201cOld Notes\u201d) for a combination of cash and a new series of AT&T\u2019s senior notes to be due in 2033 (the \u201cNew 2033 Notes\u201d and, together with the New 2057 Notes, the \u201cNew Notes\u201d) as described in, and for the consideration summarized in, the table below. The aggregate principal amount of Pool 2 Notes that are accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below, and such that the aggregate principal amount of Pool 2 Notes accepted in the Pool 2 Offer results in the issuance of New 2033 Notes in an amount not exceeding $2,500,000,000 (the \u201c2033 Notes Cap\u201d).\n<\/p>\n Title of Security<\/b><\/p>\n<\/td>\n Issuer<\/b><\/p>\n<\/td>\n CUSIP Principal Reference Fixed Spread Cash Acceptance \nPool 2 Notes\n<\/p>\n<\/td>\n<\/tr>\n \n7 1\/8% Debentures due March 15, 2026**+<\/sup><\/p>\n<\/td>\n \nPacific Bell Telephone Company(4)(5)<\/sup><\/p>\n<\/td>\n \n694032AT0\n<\/p>\n<\/td>\n \n$223.0\n<\/p>\n<\/td>\n \n0.250% due \n80\n<\/p>\n<\/td>\n \n100%\n<\/p>\n<\/td>\n \n1\n<\/p>\n<\/td>\n<\/tr>\n \n4.125% Global Notes due 2026*\n<\/p>\n<\/td>\n \nAT&T Inc.\n<\/p>\n<\/td>\n \n00206RCT7\n<\/p>\n<\/td>\n \n$2,650.0\n<\/p>\n<\/td>\n \n0.250% due \n45\n<\/p>\n<\/td>\n \n0%\n<\/p>\n<\/td>\n \n2\n<\/p>\n<\/td>\n<\/tr>\n \n3.875% Global Notes due 2026*\n<\/p>\n<\/td>\n \nAT&T Inc.\n<\/p>\n<\/td>\n \n00206RHT2\n<\/p>\n<\/td>\n \n$541.1\n<\/p>\n<\/td>\n \n0.250% due \n45\n<\/p>\n<\/td>\n \n0%\n<\/p>\n<\/td>\n \n3\n<\/p>\n<\/td>\n<\/tr>\n \n2.950% Global Notes due 2026*\n<\/p>\n<\/td>\n \nAT&T Inc.\n<\/p>\n<\/td>\n \n00206RHV7\n<\/p>\n<\/td>\n \n$707.3\n<\/p>\n<\/td>\n \n0.250% due \n50\n<\/p>\n<\/td>\n \n0%\n<\/p>\n<\/td>\n \n4\n<\/p>\n<\/td>\n<\/tr>\n \n6.55% Debentures due January 15, 2028+<\/sup><\/p>\n<\/td>\n \nAmeritech Capital Funding Corporation(6)<\/sup><\/p>\n<\/td>\n \n030955AN8\n<\/p>\n<\/td>\n \n$100.2\n<\/p>\n<\/td>\n \n0.875% due \n85\n<\/p>\n<\/td>\n \n55%\n<\/p>\n<\/td>\n \n5\n<\/p>\n<\/td>\n<\/tr>\n \n6 3\/8% Debentures, due June 1, 2028\n<\/p>\n<\/td>\n \nBellSouth Telecommunications, LLC(7)<\/sup><\/p>\n<\/td>\n \n079867AW7\n<\/p>\n<\/td>\n \n$197.2\n<\/p>\n<\/td>\n \n0.875% due \n90\n<\/p>\n<\/td>\n \n40%\n<\/p>\n<\/td>\n \n6\n<\/p>\n<\/td>\n<\/tr>\n \n4.100% Global Notes due 2028*\n<\/p>\n<\/td>\n \nAT&T Inc.\n<\/p>\n<\/td>\n \n00206RGL0 \/ \n$2,449.0\n<\/p>\n<\/td>\n \n0.875% due \n50\n<\/p>\n<\/td>\n \n0%\n<\/p>\n<\/td>\n \n7\n<\/p>\n<\/td>\n<\/tr>\n \n4.250% Global Notes due 2027*\n<\/p>\n<\/td>\n \nAT&T Inc.\n<\/p>\n<\/td>\n \n00206RDQ2\n<\/p>\n<\/td>\n \n$2,000.0\n<\/p>\n<\/td>\n \n0.875% due \n35\n<\/p>\n<\/td>\n \n0%\n<\/p>\n<\/td>\n \n8\n<\/p>\n<\/td>\n<\/tr>\n \n3.800% Global Notes due 2027*\n<\/p>\n<\/td>\n \nAT&T Inc.\n<\/p>\n<\/td>\n \n00206RHW5\n<\/p>\n<\/td>\n \n$1,329.2\n<\/p>\n<\/td>\n \n0.875% due \n35\n<\/p>\n<\/td>\n \n0%\n<\/p>\n<\/td>\n \n9\n<\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \n(1) Rounded to the nearest tenth of a million.\n<\/p>\n<\/td>\n<\/tr>\n \n(2) The early participation payment for the Pool 2 Offer will be $50 of principal amount of New 2033 Notes per $1,000 principal amount of Pool 2 Notes and is included in the total consideration.\n<\/p>\n<\/td>\n<\/tr>\n \n(3) The cash payment percent of premium is the percent of the amount by which the total consideration exceeds $1,000 in principal amount and cash per $1,000 principal amount of such Old Notes.\n<\/p>\n<\/td>\n<\/tr>\n \n(4) Pacific Bell Telephone Company was formerly known as Pacific Bell.\n<\/p>\n<\/td>\n<\/tr>\n \n(5) The 7 1\/8% Debentures due March 15, 2026 are unconditionally and irrevocably guaranteed by AT&T.\n<\/p>\n<\/td>\n<\/tr>\n \n(6) The 6.55% Debentures due January 15, 2028 are unconditionally and irrevocably guaranteed by AT&T, with the full amount payable by AT&T so long as all of the outstanding shares of stock of this subsidiary are owned, directly or indirectly, by AT&T. In the event AT&T sells, transfers or otherwise disposes of any percentage of its stock ownership and this subsidiary is no longer wholly-owned, then the guarantee will expire immediately and AT&T will be released immediately from any and all of its obligations.\n<\/p>\n<\/td>\n<\/tr>\n \n(7) BellSouth Telecommunications, LLC converted from BellSouth Telecommunications, Inc.\n<\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \n*Denotes a series of Old Notes for which the total consideration and exchange consideration will be determined taking into account the par call date, instead of the maturity date, in accordance with standard market practice.\n<\/p>\n<\/td>\n<\/tr>\n \n** Denotes a series of Old Notes, a portion of which is held in physical certificated form (such portion, the \u201cCertificated Notes\u201d) and is not held through The Depositary Trust Company. Such Certificated Notes may only be tendered in accordance with the terms and conditions of the accompanying letter of transmittal. With respect to the Certificated Notes, all references to the offering memorandum herein shall also include the letter of transmittal.\n<\/p>\n<\/td>\n<\/tr>\n \n+ Denotes a series of Notes with respect to which, as a result of a prior consent solicitation and execution of a supplemental indenture, substantially all restrictive covenants, certain events of default and other provisions were eliminated from the indenture governing this series.\n<\/p>\n<\/td>\n<\/tr>\n<\/table>\n In addition, holders whose Old Notes are accepted for exchange will receive in cash accrued and unpaid interest from the last applicable interest payment date to, but excluding, the date on which the exchange of such Old Notes is settled, and amounts due in lieu of fractional amounts of New Notes. <\/span><\/p>\n \nThe Exchange Offers are being conducted upon the terms and subject to the conditions set forth in an offering memorandum, dated November 17, 2020, and the related letter of transmittal. The offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form can be accessed at the following link: https:\/\/gbsc-usa.com\/eligibility\/att. AT&T reserves the right, in its sole discretion, to increase the 2057 Notes Cap and\/or the 2033 Notes Cap following commencement of the Exchange Offers.\n<\/p>\n \nEach Exchange Offer is subject to certain conditions, including, (i) with respect to the Pool 1 Offer, a minimum of $1,000,000,000 aggregate principal amount of New 2057 Notes being issued in the Pool 1 Offer, (ii) with respect to the Pool 2 Offer, a minimum of $1,000,000,000 aggregate principal amount of New 2033 Notes being issued in the Pool 2 Offer, (iii) as of 11:00 a.m. New York City time on December 2, 2020, the combination of the yield of the New Notes and the total consideration or exchange consideration as described in the offering memorandum, as applicable, for the applicable series of Old Notes would result, in our reasonable determination, in the New Notes and such Old Notes not being treated as \u201csubstantially different\u201d under ASC 470-50 and (iv) with respect to any Old Notes validly tendered pursuant to either Exchange Offer that will be exchanged on the Final Settlement Date, we determine that the New Notes to be issued on the Final Settlement Date in such Exchange Offer will be treated as part of the same issue as the New Notes, if any, issued on the Early Settlement Date for U.S. federal income tax purposes pursuant to specified tests.\n<\/p>\n \nOnly Eligible Holders (as defined below) of Old Notes who validly tender their Old Notes at or before 5:00 p.m. New York City time on December 1, 2020, subject to any extension by AT&T (the \u201cEarly Participation Date\u201d), who do not validly withdraw their tenders and whose Old Notes are accepted for exchange, will receive an early participation payment.\n<\/p>\n \nThe Exchange Offers will expire at 11:59 p.m., New York City time, on December 15, 2020, unless extended or earlier terminated by AT&T (the \u201cExpiration Date\u201d). Tenders of Old Notes submitted in the Exchange Offers at or prior to 5:00 p.m. New York City time on December 1, 2020, (as may be extended by AT&T, the \u201cWithdrawal Deadline\u201d), may be validly withdrawn at any time prior to the Withdrawal Deadline, but thereafter will be irrevocable, except in certain limited circumstances where AT&T determines that additional withdrawal rights are required by. Tenders submitted in the Exchange Offers after the Withdrawal Deadline will be irrevocable except in the limited circumstances where AT&T determines that additional withdrawal rights are required by law.\n<\/p>\n \nAT&T reserves the right, but is under no obligation, at any point following the Early Participation Date and before the Expiration Date, to accept for exchange any Old Notes validly tendered at or prior to the Early Participation Date (the date of such exchange, the \u201cEarly Settlement Date\u201d). The Early Settlement Date will be determined at AT&T\u2019s option and is currently expected to occur on December 7, 2020, the fourth business day immediately following the Early Participation Date. If, after the Early Participation Date, AT&T chooses to exercise its option to have an Early Settlement Date and all conditions to the relevant Exchange Offers have been or are concurrently satisfied or waived by AT&T, AT&T will, subject to the terms of the Exchange Offers, accept for exchange all Old Notes validly tendered in the Exchange Offers prior to the Early Participation Date subject to proration, and the exchange for such Old Notes will be made on the Early Settlement Date.\n<\/p>\n \nThe Final Settlement Date for the Exchange Offers will be promptly after the Expiration Date and is currently expected to occur on December 17, 2020, the second business day immediately following the Expiration Date.\n<\/p>\n \nThe Exchange Offers are only being made, and the New Notes are only being offered and will only be issued, and copies of the offering documents will only be made available, to a holder of Old Notes who has certified its status as either (a) if in the United States, a \u201cqualified institutional buyer,\u201d or \u201cQIB,\u201d as that term is defined in Rule 144A under the United States Securities Act of 1933, as amended (the \u201cSecurities Act\u201d), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (b) (i) if outside the United States, a person other than a \u201cU.S. person,\u201d as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act, or a dealer or other professional fiduciary organized, incorporated or (if an individual) residing in the United States holding a discretionary account or similar account (other than an estate or a trust) for the benefit or account of a non-\u201cU.S. person,\u201d (ii) if located or resident in any Member State of the European Economic Area or in the United Kingdom, persons other than \u201cretail investors\u201d (for these purposes, a retail investor means a person who is one (or more) of: (1) a retail client as defined in point (11) of Article 4(1) of Directive 2014\/65\/EU (as amended, \u201cMiFID II\u201d); or (2) a customer within the meaning of Directive (EU) 2016\/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (3) not a \u201cqualified investor\u201d as defined in Regulation (EU) 2017\/1129, as amended, and part II of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended), and consequently no key information document required by Regulation (EU) No 1286\/2014 (as amended, the \u201cPRIIPs Regulation\u201d) for offering or selling the New Notes or otherwise making them available to retail investors in the European Economic Area or in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the European Economic Area or in the United Kingdom may be unlawful under the PRIIPs Regulation and (iii) if located or resident in Canada, a holder located or resident in a province of Canada and an \u201caccredited investor\u201d as such term is defined in National Instrument 45-106 \u2013 Prospectus Exemptions<\/i>, and, if resident in Ontario, section 73.3(1) of the Securities Act<\/i> (Ontario), in each case, that is not an individual unless that person is also a \u201cpermitted client\u201d as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations<\/i> (each, an \u201cEligible Holder\u201d). Only Eligible Holders who have confirmed they are Eligible Holders via the eligibility certification are authorized to receive or review the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form or to participate in the Exchange Offers. For Canadian Eligible Holders tendering Old Notes, such participation is also conditioned upon the receipt of the Canadian beneficial holder form. <\/b><\/p>\n \nThe New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.\n<\/p>\n Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form.<\/b><\/p>\n \nThis press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers are being made solely by the offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form and only to such persons and in such jurisdictions as is permitted under applicable law.\n<\/p>\n \nIn the United Kingdom, this press release is only being communicated to, and any other documents or materials relating to the Exchange Offers are only being distributed to and are only directed at, (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the \u201cOrder\u201d) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as \u201crelevant persons\u201d). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.\n<\/p>\n \nGlobal Bondholder Services Corporation will act as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the offering memorandum, letter of transmittal, eligibility certification or Canadian beneficial holder form may be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The offering memorandum, letter of transmittal, eligibility certification and Canadian beneficial holder form can be accessed at the following link: https:\/\/gbsc-usa.com\/eligibility\/att.\n<\/p>\n \nCAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS\n<\/p>\n Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in AT&T\u2019s filings with the Securities and Exchange Commission and in the offering memorandum related to the Exchange Offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.<\/i><\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20201117006307\/en\/<\/a><\/span><\/p>\n For more information, contact: For holders of notes, contact: KEYWORDS:<\/b> Texas United States North America<\/p>\n INDUSTRY KEYWORDS:<\/b> Technology Mobile\/Wireless Internet Telecommunications<\/p>\n |
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