AT&T Inc. Announces Offer to Exchange Outstanding 8.750% Senior Notes of New Cingular Wireless Services, Inc. Due 2031 and

DALLAS--(BUSINESS WIRE)-- AT&T Inc. (NYSE: T) today announced the commencement of a private offer to exchange (i) any and all of the outstanding 8.750% Senior Notes of New Cingular Wireless Services, Inc. due 2031 (the “8.750% Notes”) and (ii) the outstanding 8.00% Senior Notes of AT&T Corp. due 2031 (the “8.00% Notes” and, together with the 8.750% Notes, the “Existing Notes”), subject to pro-ration, held by Eligible Holders (as defined below) for a new series of senior notes to be due 2040 (the “New Notes”) and cash (the “Exchange Offer”).

The Exchange Offer is being conducted upon the terms and subject to the conditions set forth in an offering memorandum, dated August 4, 2010, and the related letter of transmittal. The Exchange Offer is only made, and copies of the offering documents will only be made available, to a holder of the Existing Notes who has certified its status as (1) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933 (the “Securities Act”), or (2) a person who is not a “U.S. person” as defined under Regulation S under the Securities Act (each, an “Eligible Holder”).

AT&T is offering to Eligible Holders of the 8.750% Notes the opportunity to exchange any and all of their 8.750% Notes for New Notes and cash. In addition, AT&T is offering to Eligible Holders of the 8.00% Notes the opportunity to exchange for New Notes and cash up to an aggregate principal amount of their 8.00% Notes equal to (i) $2,500,000,000 less (ii) the aggregate principal amount of 8.750% Notes exchanged pursuant to the Exchange Offer.

The Exchange Offer is subject to certain conditions, including the requirement that AT&T receive valid tenders, not validly withdrawn, of at least $500,000,000 aggregate principal amount of Existing Notes.

Eligible Holders of Existing Notes who tender their Existing Notes at or before 5:00 p.m. New York City time on August 17, 2010, subject to any extension by AT&T, will also receive an early participation payment.

The Exchange Offer will expire at 11:59 p.m., New York City time, on August 31, 2010, unless extended or earlier terminated by AT&T. Tenders of Existing Notes submitted in the Exchange Offer prior to 5:00 p.m. New York City time on August 17, 2010, subject to any extension by AT&T (the “Withdrawal Deadline”), may be validly withdrawn at any time prior to the Withdrawal Deadline, but such tenders will be irrevocable thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. Tenders submitted in the Exchange Offer after the Withdrawal Deadline will be irrevocable except in the limited circumstances where additional withdrawal rights are required by law.

The 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.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

Documents relating to the Exchange Offer will only be distributed to holders of Existing Notes who complete and return a letter of eligibility confirming that they are Eligible Holders. Holders of Existing Notes who desire a copy of the eligibility letter may contact Global Bondholder Services Corporation, the information agent for the Exchange Offer, at (866) 387-1500 (toll-free) or (212) 925-1630 (collect).

© 2010 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.

CONTACT:

AT&T Inc.
Rolf Gatlin, 214-665-1315
rgatlin@attnews.us

KEYWORDS:   United States  North America  Texas

INDUSTRY KEYWORDS:   Technology  Internet  Networks  Telecommunications  Mobile/Wireless

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