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Press Release -- December 8th, 2013
Source: Alcatel-Lucent
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AT&T Inc. Annouces Final Results of Maximum Tender Offers

AT&T Inc. (NYSE:T; “AT&T”) today announced the final results of its previously announced tender offers (the “Maximum Tender Offers”) to purchase for cash an aggregate principal amount of up to $3,285,117,000 (the “Maximum Tender Amount”) of its debt securities listed in the table below (collectively, the “Maximum Tender Offer Notes”), which commenced on November 5, 2013 and expired at 11:59 p.m., New York City time, on December 4, 2013 (the “Maximum Tender Expiration Date”).

AT&T has accepted for purchase $3,285,117,000 aggregate principal amount of Maximum Tender Offer Notes validly tendered and not validly withdrawn pursuant to the Maximum Tender Offers.  AT&T will pay aggregate Total Consideration and Tender Offer Consideration of $3,618,234,549.90 for the Maximum Tender Offer Notes accepted for purchase, plus accrued and unpaid interest of $69,476,207.61.

As further explained in the offer to purchase and related letter of transmittal, each dated November 5, 2013 (as they may be amended or supplemented, the “Tender Offer Documents”), AT&T has accepted the Maximum Tender Offer Notes for purchase in accordance with the “Acceptance Priority Levels” set forth in the table below.  AT&T has accepted for purchase all of the Maximum Tender Offer Notes validly tendered and not validly withdrawn listed in the table below at Acceptance Priority Levels 1 through 6.  However, because the aggregate principal amount of Maximum Tender Offer Notes validly tendered and not validly withdrawn exceeds the Maximum Tender Amount, AT&T has accepted for purchase on a pro rata basis approximately 90% of the Maximum Tender Offer Notes validly tendered and not validly withdrawn listed in the table below at Acceptance Priority Level 7.  AT&T has not accepted for purchase any of the Maximum Tender Offer Notes listed below at Acceptance Priority Levels 8 and 9.  AT&T expects to make payment for the applicable Maximum Tender Offer Notes accepted for purchase in same-day funds on December 5, 2013.  The Maximum Tender Offer Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Maximum Tender Offer Notes with The Depository Trust Company or otherwise returned in accordance with the Tender Offer Documents.

Holders of Notes who validly tendered and did not validly withdraw their Maximum Tender Offer Notes at or prior to 5:00 p.m., New York City time, on November 19, 2013 (such date and time, the “Early Tender Date”) are eligible to receive the full “Total Consideration” listed in the table below for the Maximum Tender Offer Notes accepted for purchase.  Holders of Maximum Tender Offer Notes who validly tendered their Maximum Tender Offer Notes after the Early Tender Date but at or prior to the Maximum Tender Expiration Date are eligible to receive an amount equal to the “Tender Offer Consideration” listed in the table below for the Maximum Tender Offer Notes accepted for purchase.

Up to the Maximum Payment Amount of the Outstanding Notes Listed Below

Title of Security

CUSIP Number

Principal Amount Outstanding

Acceptance Priority Level

Total Consideration(1)

Tender Offer Consideration(1)

Principal Amount Tendered at Expiration

Principal Amount Accepted for Purchase

Percentage of Outstanding Notes Purchased

5.20% Notes due 2016

079860AL6

$400,000,000

1

$1,121.63

$1,091.63

$101,558,000

$101,558,000

25.39%

5.625% Global Notes due 2016

78387GAL7

$1,250,000,000

2

$1,117.72

$1,087.72

$405,057,000

$405,057,000

32.40%

6.500% Global Notes due 2037

00206RAD4

$1,981,282,000

3

$1,103.69

$1,073.69

$827,077,000

$827,077,000

41.74%

6.300% Global Notes due 2038

00206RAG7

$2,750,000,000

4

$1,078.45

$1,048.45

$934,725,000

$934,725,000

33.99%

6.55% Global Notes due 2039

00206RAS1

$2,250,000,000

5

$1,113.26

$1,083.26

$812,731,000

$812,731,000

36.12%

6.450% Global Notes due 2034

78387GAM5

$491,219,000

6

$1,123.02

$1,093.02

$85,264,000

$85,264,000

17.36%

6.40% Global Notes due 2038

00206RAN2

$445,620,000

7

$1,099.12

$1,069.12

$131,851,000

$118,705,000

26.64%

6.150% Global Notes due 2034

78387GAQ6

$586,254,000

8

N/A(2)

N/A(2)

$93,912,000

$0

0%

7.125% Debentures due 2026

694032AT0

$625,000,000

9

N/A(2)

N/A(2)

$94,048,000

$0

0%

____________________

(1) Per $1,000 principal amount of Maximum Tender Offer Notes.

(2) Total Consideration and Tender Offer Consideration omitted because AT&T did not purchase any Maximum Tender Offer Notes of this series.

As previously announced on November 14, 2013, AT&T also recently completed its tender offers to purchase any and all (the “Any and All Tender Offers” and together with the Maximum Tender Offers, the “Tender Offers”) of certain other series of notes (the “Any and All Notes” and together with the Maximum Tender Offer Notes, the “Notes”), accepting $1,714,883,000 in aggregate principal amount of Any and All Notes.

In connection with the Tender Offers, AT&T expects to record a charge of approximately $580 million during the three months ending December 31, 2013 as a result of the acquisition of $5,000,000,000 aggregate principal amount of Notes.

Information Relating to the Tender Offers

Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC served as lead dealer managers for the Tender Offers. This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any securities.

*AT&T products and services are provided or offered by subsidiaries and affiliates of AT&T Inc. under the AT&T brand and not by AT&T Inc.

About AT&T

AT&T Inc. (NYSE:T, news, filings) is a premier communications holding company and one of the most honored companies in the world. Its subsidiaries and affiliates – AT&T operating companies – are the providers of AT&T services in the United States and internationally. With a powerful array of network resources that includes the nation’s fastest and most reliable 4G LTE network, AT&T is a leading provider of wireless, Wi-Fi, high speed Internet, voice and cloud-based services. A leader in mobile Internet, AT&T also offers the best wireless coverage worldwide of any U.S. carrier, offering the most wireless phones that work in the most countries. It also offers advanced TV service with the AT&T U-verse® brand. The company’s suite of IP-based business communications services is one of the most advanced in the world.

Additional information about AT&T Inc. and the products and services provided by AT&T subsidiaries and affiliates is available at http://www.att.com/aboutus or follow our news on Twitter at @ATT, on Facebook at http://www.facebook.com/att and YouTube at http://www.youtube.com/att.

© 2013 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies.

4G LTE speed claim based on national carriers’ average 4G LTE download speeds. Reliability claim based on data transfer completion rates on nationwide 4G LTE networks. 4G LTE availability varies.

Cautionary Language Concerning Forward-Looking Statements
Information set forth in this press release 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 news release based on new information or otherwise.

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