AT&T : ANNOUNCES PRICING OF TENDER OFFERS FOR 63 SERIES OF NOTES - Form 8-K

AT&T INC. ANNOUNCES PRICING OF TENDER OFFERS FOR 63 SERIES OF NOTES

DALLAS, May 20, 2022 - AT&T Inc. (NYSE: T) ("AT&T") announced today the pricing of its offers to purchase for cash (i) 54 series of outstanding Notes listed in the table below under "Higher Coupon Offers", up to a maximum $5 billion aggregate amount of Higher Coupon Total Consideration (as defined below) and (ii) 9 series of outstanding Notes described below under "Discount Offers", up to a maximum $3 billion aggregate amount of Discount Total Consideration (as defined below). The tender offers described herein are being made on the terms and conditions set forth in the Offers to Purchase, dated May 16, 2022 (the "Offers to Purchase"). The Offers to Purchase, the Letter of Transmittal and the related notices of guaranteed delivery can be accessed at the following link: https://gbsc-usa.com/registration/att.Capitalized terms used but not defined in this announcement have the meanings given to them in the Offers to Purchase.

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HIGHER COUPON OFFERS

The table below sets forth the applicable Reference Yields and Total Consideration for each series of the Notes listed below, as calculated at 11:00 a.m., New York City time, today, May 20, 2022, in accordance with the Offer to Purchase for the Higher Coupon Offers.

Acceptance Priority Level(1)		Title of Notes		Issuer		Principal Amount Outstanding (in millions)			CUSIP Number		Par Call Date(2)		Maturity Date		Reference U.S. Treasury Security		Reference Yield			Bloomberg Reference Page		Fixed Spread (Basis Points)		Total Consideration(3)
1		8.750% Senior Notes due 2031*		New Cingular Wireless Services, Inc.(4)		$	258			00209AAF3 / U0027MAC1		-		March 1, 2031		2.875% due 05/15/2032			2.819	%		PX1		165		$	1,307.51
2		8.750% Global Notes due 2031		AT&T Inc.		$	216			00206RGV8		-		March 1, 2031		2.875% due 05/15/2032			2.819	%		PX1		165		$	1,307.51
3		8.750% Global Notes due 2031		AT&T Inc.(5)		$	218			00206RGU0		-		November 15, 2031		2.875% due 05/15/2032			2.819	%		PX1		165		$	1,327.57
4		7.875% Global Notes due 2030		AT&T Inc.		$	202			00206RGR7		-		February 15, 2030		2.875% due 05/15/2032			2.819	%		PX1		160		$	1,223.87
5		7 1/8% Debentures due 2026*+		Pacific Bell Telephone Company(6)(7)		$	219			694032AT0		-		March 15, 2026		2.750% due 04/30/2027			2.827	%		PX1		105		$	1,113.74
6		7.125% Global Notes due 2026		AT&T Inc.		$	257			00206RGH9		-		March 15, 2026		2.750% due 04/30/2027			2.827	%		PX1		105		$	1,113.74
7		7.625% Global Notes due 2031*		AT&T Inc.		$	188			00206RHZ8		-		April 15, 2031		2.875% due 05/15/2032			2.819	%		PX1		165		$	1,229.30
8		7.700% Global Notes due 2032*		AT&T Inc.		$	157			00206RJA1		-		May 1, 2032		2.875% due 05/15/2032			2.819	%		PX1		170		$	1,252.22
9		7.125% Senior Notes due 2031*		AT&T Mobility LLC(8)		$	151			17248RAJ5		-		December 15, 2031		2.875% due 05/15/2032			2.819	%		PX1		165		$	1,204.65
10		6.875% Global Notes due 2031		AT&T Inc.		$	169			00206RGS5		-		October 15, 2031		2.875% due 05/15/2032			2.819	%		PX1		165		$	1,182.74
11		6.625% Global Notes due 2029*		AT&T Inc.		$	190			00206RHY1		-		May 15, 2029		2.875% due 05/15/2032			2.819	%		PX1		155		$	1,134.28
12		Thirty Year 6 3/8% Debentures due 2028*		BellSouth Telecommunications, LLC(9)		$	177			079867AW7		-		June 1, 2028		2.750% due 04/30/2027			2.827	%		PX1		115		$	1,127.14
13		6.500% Global Notes due 2036*		AT&T Inc.		$	156			00206RJC7		-		November 15, 2036		2.875% due 05/15/2032			2.819	%		PX1		190		$	1,185.21
14		6.450% Global Notes due 2034		AT&T Inc.(10)		$	253			78387GAM5		-		June 15, 2034		2.875% due 05/15/2032			2.819	%		PX1		180		$	1,167.75
15		6.550% Global Notes due 2039		AT&T Inc.		$	443			00206RAS1		-		February 15, 2039		2.375% due 02/15/2042			3.225	%		PX1		170		$	1,183.58
16		6.500% Global Notes due 2037		AT&T Inc.		$	239			00206RAD4		-		September 1, 2037		2.875% due 05/15/2032			2.819	%		PX1		195		$	1,186.09
17		6.400% Global Notes due 2038		AT&T Inc.		$	165			00206RAN2		-		May 15, 2038		2.375% due 02/15/2042			3.225	%		PX1		165		$	1,167.84
18		6.350% Global Notes due 2040		AT&T Inc.		$	158			00206RDE9		-		March 15, 2040		2.375% due 02/15/2042			3.225	%		PX1		175		$	1,161.06

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19		6.200% Global Notes due 2040*		AT&T Inc.		$	265			00206RJD5		-		March 15, 2040		2.375% due 02/15/2042			3.225	%		PX1		175		$	1,143.48
20		6.150% Global Notes due 2034		AT&T Inc.(10)		$	356			78387GAQ6		-		September 15, 2034		2.875% due 05/15/2032			2.819	%		PX1		180		$	1,142.38
21		6.000% Notes due 2034*		BellSouth, LLC(11)		$	198			079860AK8		-		November 15, 2034		2.875% due 05/15/2032			2.819	%		PX1		180		$	1,129.78
22		6.100% Global Notes due 2040*		AT&T Inc.		$	248			00206RJE3		-		July 15, 2040		2.375% due 02/15/2042			3.225	%		PX1		175		$	1,133.31
23		6.250% Global Notes due 2041*		AT&T Inc.		$	330			00206RJF0		-		March 29, 2041		2.375% due 02/15/2042			3.225	%		PX1		160		$	1,174.98
24		6.300% Global Notes due 2038		AT&T Inc.		$	749			00206RAG7		-		January 15, 2038		2.375% due 02/15/2042			3.225	%		PX1		145		$	1,178.76
25		6.000% Global Notes due 2040		AT&T Inc.		$	471			00206RDF6		May 15, 2040		August 15, 2040		2.375% due 02/15/2042			3.225	%		PX1		175		$	1,120.78
26		6.375% Global Notes due 2041		AT&T Inc.		$	604			00206RDG4		-		March 1, 2041		2.375% due 02/15/2042			3.225	%		PX1		150		$	1,203.73
27		5.350% Global Notes due 2043*		AT&T Inc.		$	191			00206RJJ2		-		December 15, 2043		2.375% due 02/15/2042			3.225	%		PX1		190		$	1,029.12
28		5.375% Global Notes due 2041*		AT&T Inc.		$	187			00206RJG8		-		October 15, 2041		2.375% due 02/15/2042			3.225	%		PX1		180		$	1,042.98
29		5.550% Global Notes due 2041		AT&T Inc.		$	676			00206RBA9		-		August 15, 2041		2.375% due 02/15/2042			3.225	%		PX1		160		$	1,090.08
30		5.700% Global Notes due 2057		AT&T Inc.		$	485			00206RDT6		September 1, 2056		March 1, 2057		2.250% due 02/15/2052			3.046	%		PX1		190		$	1,123.78
31		5.300% Global Notes due 2058		AT&T Inc.		$	182			00206RFS6 / U04644CG0		February 14, 2058		August 15, 2058		2.250% due 02/15/2052			3.046	%		PX1		190		$	1,058.99
32		5.350% Global Notes due 2040*		AT&T Inc.		$	1,069			04650NAB0 / U9475PAA6		-		September 1, 2040		2.375% due 02/15/2042			3.225	%		PX1		150		$	1,075.83
33		5.650% Global Notes due 2047		AT&T Inc.		$	959			00206RCU4		August 15, 2046		February 15, 2047		2.250% due 02/15/2052			3.046	%		PX1		170		$	1,129.23
34		5.450% Global Notes due 2047		AT&T Inc.		$	749			00206RDS8		September 1, 2046		March 1, 2047		2.250% due 02/15/2052			3.046	%		PX1		170		$	1,100.73
35		5.150% Global Notes due 2042		AT&T Inc.		$	590			00206RDH2		-		March 15, 2042		2.375% due 02/15/2042			3.225	%		PX1		155		$	1,047.61

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36		4.850% Global Notes due 2045*		AT&T Inc.		$	401			00206RJL7		January 15, 2045		July 15, 2045		2.375% due 02/15/2042			3.225	%		PX1		165		$	996.50
37		5.250% Global Notes due 2037		AT&T Inc.		$	1,794			00206RDR0		September 1, 2036		March 1, 2037		2.875% due 05/15/2032			2.819	%		PX1		160		$	1,087.17
38		4.800% Global Notes due 2044		AT&T Inc.		$	607			00206RCG5		December 15, 2043		June 15, 2044		2.375% due 02/15/2042			3.225	%		PX1		165		$	989.91
39		4.900% Global Notes due 2042*		AT&T Inc.		$	394			00206RJH6		-		June 15, 2042		2.375% due 02/15/2042			3.225	%		PX1		160		$	1,009.54
40		5.150% Global Notes due 2050		AT&T Inc.		$	941			00206RFU1		August 14, 2049		February 15, 2050		2.250% due 02/15/2052			3.046	%		PX1		168		$	1,064.48
41		5.150% Global Notes due 2046		AT&T Inc.		$	743			00206RHA3 / 00206RFM9 / U04644BX4		May 15, 2046		November 15, 2046		2.250% due 02/15/2052			3.046	%		PX1		170		$	1,057.45
42		4.650% Global Notes due 2044*		AT&T Inc.		$	471			00206RJK9		December 1, 2043		June 1, 2044		2.375% due 02/15/2042			3.225	%		PX1		165		$	969.82
43		4.900% Global Notes due 2037		AT&T Inc.		$	683			00206RFW7		February 14, 2037		August 15, 2037		2.875% due 05/15/2032			2.819	%		PX1		160		$	1,051.57
44		4.850% Global Notes due 2039		AT&T Inc.		$	956			00206RHK1		September 1, 2038		March 1, 2039		2.375% due 02/15/2042			3.225	%		PX1		150		$	1,014.01
45		4.550% Global Notes due 2049		AT&T Inc.		$	931			00206RDM1 / 00206RDK5		September 9, 2048		March 9, 2049		2.250% due 02/15/2052			3.046	%		PX1		170		$	970.39
46		4.750% Global Notes due 2046		AT&T Inc.		$	1,872			00206RCQ3		November 15, 2045		May 15, 2046		2.250% due 02/15/2052			3.046	%		PX1		170		$	1,000.55
47		4.350% Global Notes due 2045*		AT&T Inc.		$	1,115			00206RBK7		December 15, 2044		June 15, 2045		2.375% due 02/15/2042			3.225	%		PX1		165		$	927.76
48		4.500% Global Notes due 2048		AT&T Inc.		$	1,734			00206RDL3 / 00206RDJ8		September 9, 2047		March 9, 2048		2.250% due 02/15/2052			3.046	%		PX1		170		$	963.57
49		4.300% Global Notes due 2042*		AT&T Inc.		$	1,297			00206RBH4		June 15, 2042		December 15, 2042		2.375% due 02/15/2042			3.225	%		PX1		162		$	929.54
50		4.500% Global Notes due 2035		AT&T Inc.		$	2,500			00206RCP5		November 15, 2034		May 15, 2035		2.875% due 05/15/2032			2.819	%		PX1		160		$	1,007.69
51		4.350% Global Notes due 2029		AT&T Inc.		$	3,000			00206RHJ4		December 1, 2028		March 1, 2029		2.875% due 05/15/2032			2.819	%		PX1		113		$	1,022.82
52		4.300% Global Notes due 2030		AT&T Inc.		$	3,156			00206RES7 / 00206RGQ9 / U04644BC0		November 15, 2029		February 15, 2030		2.875% due 05/15/2032			2.819	%		PX1		120		$	1,017.96

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53		4.250% Global Notes due 2027		AT&T Inc.		$	1,490			00206RDQ2		December 1, 2026		March 1, 2027		2.750% due 04/30/2027			2.827	%		PX1		70		$	1,029.92
54		4.100% Global Notes due 2028		AT&T Inc.		$	1,732			00206RGL0 / 00206RER9 / U04644BB2		November 15, 2027		February 15, 2028		2.750% due 04/30/2027			2.827	%		PX1		95		$	1,015.82

(1)

Subject to the satisfaction or waiver of the conditions of the Offers described in the applicable Offer to Purchase, if the Maximum Purchase Condition (as defined therein) is not satisfied with respect to every series of Notes, we will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an "Acceptance Priority Level," with 1 being the highest Acceptance Priority Level and 54 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.

(2)

For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Total Consideration (as defined in the applicable Offer to Purchase) will be performed taking into account such par call date. See Annex A-1 to the applicable Offer to Purchase for an overview of the calculation of the Total Consideration (including the par call detail) with respect to the Notes.

(3)

Per $1,000 principal amount of Notes validly tendered, and not validly withdrawn, and accepted for purchase, at or prior to the expiration date for the tender offers; excludes the accrued coupon payment (as set forth in the applicable Offer to Purchase) and assumes a settlement date of May 26, 2022 for such series of notes.

(4)	New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless Services, Inc.

(5)	The initial interest rate on the 8.750% Global Notes due 2031 was 8.250%.

(6)	Pacific Bell Telephone Company was formerly known as Pacific Bell.

(7)	The 7 1/8% Debentures due March 15, 2026 are unconditionally and irrevocably guaranteed by AT&T.

(8)	AT&T Mobility LLC was formerly known as Cingular Wireless LLC.

(9)	BellSouth Telecommunications, LLC converted from BellSouth Telecommunications, Inc.

(10)	AT&T Inc. was formerly known as SBC Communications Inc.

(11)	The 6.00% Notes due 2034 were originally issued by BellSouth Corporation, which subsequently converted to BellSouth, LLC.

*	Denotes a series of Notes with minimum authorized denominations of $1,000. All other series of Notes have a minimum authorized denomination of $2,000. Each series of Notes has an integral multiple in excess of the minimum authorized denomination of $1,000.

+

Denotes a series of Notes, a portion of which is held in physical certificated form (such portion, the "Certificated Notes") and is not held through The Depositary Trust Company ("DTC"). 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 Offer to Purchase herein shall also include the Letter of Transmittal.

The Higher Coupon Offers are scheduled to expire on the "Higher Coupon Expiration Date," which is 5:00 p.m., New York City time, today, May 20, 2022, unless extended or earlier terminated. Holders of Notes described in the table above may withdraw their validly tendered Notes any time at or prior to 5:00 p.m., New York City time, today, May 20, 2022, unless extended by AT&T. In order to receive the Higher Coupon Total Consideration, Holders of Notes must tender and not withdraw their Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, at or prior to the Higher Coupon Expiration Date.

For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Higher Coupon Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (New York City time) on May 24, 2022.

The "Higher Coupon Settlement Date" will be the fourth business day after the Higher Coupon Expiration Date and is expected to be May 26, 2022.

Upon the terms and subject to the conditions set forth in the applicable Offer to Purchase, Holders whose Notes are accepted for purchase in the Higher Coupon Offers will receive the Total Consideration described in the Notes to the table immediately above (the "Higher

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Coupon Total Consideration") for each $1,000 principal amount of such Notes in cash on the Higher Coupon Settlement Date. In addition to the Higher Coupon Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the Accrued Coupon Payment, representing accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Higher Coupon Settlement Date. Interest will cease to accrue on the Higher Coupon Settlement Date for all Notes accepted in the Higher Coupon Offers.

DISCOUNT OFFERS

The table below sets forth the applicable Reference Yields and Total Consideration for each series of the Notes listed below, as calculated at 11:00 a.m., New York City time, today, May 20, 2022, in accordance with the Offer to Purchase for the Discount Offers.

Acceptance Priority Level(1)		Title of Notes		Issuer		Principal Amount Outstanding (in millions)			CUSIP Number		Par Call Date(2)		Maturity Date		Reference U.S. Treasury Security(3)		Reference Yield			Bloomberg Reference Page(3)		Fixed Spread (Basis Points)		Total Consideration(3)
1		3.500% Global Notes due 2061		AT&T Inc.		$	1,500			00206RKF8		August 1, 2060		February 1, 2061		2.250% due 02/15/2052			3.046	%		PX1		177		$	770.06
2		3.300% Global Notes due 2052		AT&T Inc.		$	2,250			00206RKE1		August 1, 2051		February 1, 2052		2.250% due 02/15/2052			3.046	%		PX1		165		$	777.64
3		3.100% Global Notes due 2043		AT&T Inc.		$	2,500			00206RKD3		August 1, 2042		February 1, 2043		2.375% due 02/15/2042			3.225	%		PX1		145		$	792.61
4		3.850% Global Notes due 2060		AT&T Inc.		$	1,500			00206RKB7		December 1, 2059		June 1, 2060		2.250% due 02/15/2052			3.046	%		PX1		182		$	824.77
5		3.650% Global Notes due 2051		AT&T Inc.		$	3,000			00206RKA9		December 1, 2050		June 1, 2051		2.250% due 02/15/2052			3.046	%		PX1		165		$	835.18
6		3.500% Global Notes due 2041		AT&T Inc.		$	2,500			00206RJZ6		December 1, 2040		June 1, 2041		2.375% due 02/15/2042			3.225	%		PX1		150		$	847.42
7		2.250% Global Notes due 2032		AT&T Inc.		$	2,500			00206RKH4		November 1, 2031		February 1, 2032		2.875% due 05/15/2032			2.819	%		PX1		130		$	852.00
8		1.650% Global Notes due 2028		AT&T Inc.		$	2,250			00206RKG6		December 1, 2027		February 1, 2028		2.750% due 04/30/2027			2.827	%		PX1		105		$	887.41
9		2.300% Global Notes due 2027		AT&T Inc.		$	2,500			00206RJX1		April 1, 2027		June 1, 2027		2.750% due 04/30/2027			2.827	%		PX1		95		$	933.10

(1)

Subject to the satisfaction or waiver of the conditions of the Offers described in the applicable Offer to Purchase, if the Maximum Purchase Condition (as defined therein) is not satisfied with respect to every series of Notes, we will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an "Acceptance Priority Level," with 1 being the highest Acceptance Priority Level and 9 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.

(2)

For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Total Consideration (as defined in the applicable Offer to Purchase) will be performed taking into account such par call date. See Annex A-1 to the applicable Offer to Purchase for an overview of the calculation of the Total Consideration (including the par call detail) with respect to the Notes.

(3)

Per $1,000 principal amount of Notes validly tendered, and not validly withdrawn, and accepted for purchase, at or prior to the expiration date for the tender offers; excludes the accrued coupon payment (as set forth in the applicable Offer to Purchase) and assumes a settlement date of May 26, 2022 for such series of Notes.

The Discount Offers are scheduled to expire on the "Discount Expiration Date," which is 5:00 p.m., New York City time, today, May 20, 2022, unless extended or earlier terminated. Holders of Notes described in the table above may withdraw their validly tendered Notes any time at or prior to 5:00 p.m., New York City time, today, May 20, 2022, unless extended by AT&T. In order to receive the Discount Total Consideration, Holders of Notes must tender and not withdraw their Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, at or prior to the Discount Expiration Date.

For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Discount Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (New York City time) on May 24, 2022.

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The "Discount Settlement Date" will be the fourth business day after the Discount Expiration Date and is expected to be May 26, 2022.

Upon the terms and subject to the conditions set forth in the applicable Offer to Purchase, Holders whose Notes are accepted for purchase in the Discount Offers will receive the Total Consideration described in the Notes to the table immediately above (the "Discount Total Consideration") for each $1,000 principal amount of such Notes in cash on the Discount Settlement Date. In addition to the Discount Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the Accrued Coupon Payment, representing accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Discount Settlement Date. Interest will cease to accrue on the Discount Settlement Date for all Notes accepted in the Discount Offers.

TERMS OF THE TENDER OFFERS

AT&T's obligation to accept for payment and to pay for Notes of any series validly tendered in the tender offers is subject to the satisfaction or waiver of the conditions described in the applicable Offer to Purchase, including that the aggregate Total Consideration for Notes purchased in the Higher Coupon Offer and in the Discount Offer not exceed $5,000,000,000 and $3,000,000,000, respectively, and on the applicable Maximum Purchase Consideration being sufficient to pay the Total Consideration for all validly tendered Notes of such series. As a result, no series will be subject to pro-ration in the amount accepted. AT&T reserves the right, subject to applicable law, to: (i) waive any and all conditions to the tender offers; (ii) extend or terminate any or all of the tender offers; (iii) increase the Maximum Purchase Consideration of either the Higher Coupon Offers or the Discount Offers or both; or (iv) otherwise amend the tender offers in any respect.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold any of the Notes listed above as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or, where revocation is permitted, timely revoke their instruction to participate in the tender offers. The deadlines set by each clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the applicable Offer to Purchase and the related Notice of Guaranteed Delivery, as applicable.

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Deutsche Bank Securities Inc., TD Securities, Goldman Sachs & Co. LLC and Citigroup are acting as the Joint-Lead Dealer Managers for the tender offers. For additional information regarding the terms of the offers, please contact Deutsche Bank Securities Inc. at [phone] (toll free) or [phone] (collect), TD Securities at [phone] (toll free) or [phone] (collect), Goldman Sachs & Co. LLC at [phone] (toll free) or [phone] (collect) or Citigroup at [phone] (toll free) or [phone] (collect). Global Bondholder Services Corporation is acting as the tender agent and information agent for the tender offers. Questions or requests for assistance related to the tender offers or for additional copies of the Offers to Purchase, the Letter of Transmittal or related Notices of Guaranteed Delivery may be directed to Global Bondholder Services Corporation at [phone] (toll free) or [phone] (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offers. The Offers to Purchase, the Letter of Transmittal and the Notices of Guaranteed Delivery can be accessed at the following link: https://gbsc-usa.com/registration/att.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The tender offers described herein are being made solely by the applicable Offer to Purchase, the Letter of Transmittal and the related Notice of Guaranteed Delivery and only to such persons and in such jurisdictions as is permitted under applicable law.

Neither the communication of this press release, the applicable Offer to Purchase or any other offer materials relating to the tender offers is being made, and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, this press release, the Offers to Purchase and such documents and/or materials are not being distributed to, and must not be passed on to persons in the United Kingdom other than (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (b) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (such persons together being "relevant persons"). This press release and the Offers to Purchase are only available to relevant persons and the transactions contemplated herein will be available only to, or engaged in only with relevant persons, and must not be relied or acted upon by persons other than relevant persons.

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CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

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's filings with the Securities and Exchange Commission and the Offers to Purchase related to the tender offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.

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