Bond ATT 4.35% ( US00206RBK77 ) in USD

ATT

80.411 % ▼

United States

US00206RBK77 ( in USD )

4.35% per year ( payment 2 times a year)

14/06/2045

Prospectus brochure of the bond AT&T US00206RBK77 en USD 4.35%, maturity 14/06/2045

00206RBK7

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/06/2025 ( In 21 days )

AT&T is a multinational telecommunications conglomerate offering telecommunications, media, and technology services worldwide.

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US00206RBK77, pays a coupon of 4.35% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/06/2045

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US00206RBK77, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ATT ( United States ) , in USD, with the ISIN code US00206RBK77, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-188382
PROSPECTUS

Offers to Exchange
up to $1,956,149,000 aggregate principal amount of new 4.30% Global Notes due 2042 registered under the Securities Act of 1933, for any and all outstanding
unregistered 4.30% Global Notes due 2042, and
up to $3,043,850,000 aggregate principal amount of new 4.35% Global Notes due 2045 registered under the Securities Act of 1933, for any and all outstanding
unregistered 4.35% Global Notes due 2045
AT&T Inc. ("AT&T") is offering to exchange (i) new registered 4.30% Global Notes due 2042 (the "2042 Exchange Notes") for its outstanding unregistered
4.30% Global Notes due 2042 (the "2042 Original Notes")¸ and (ii) new registered 4.35% Global Notes due 2045 (the "2045 Exchange Notes" and, together with the
2042 Exchange Notes, the "Exchange Notes") for its outstanding unregistered 4.35% Global Notes due 2045 (the "2045 Original Notes" and, together with the 2042
Original Notes, the "Original Notes"). The Original Notes and the Exchange Notes are sometimes referred to in this prospectus together as the "Notes". The terms of
each series of the Exchange Notes are substantially identical to the terms of the applicable series of Original Notes, except that the Exchange Notes are registered under
the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions and registration rights and related special interest provisions applicable to
the Original Notes do not apply to the Exchange Notes. The Original Notes may only be tendered in an amount equal to $1,000 in principal amount or in integral
multiples of $1,000 in excess thereof. Original Notes accepted for exchange will cease to accrue interest from and after the Settlement Date. Accordingly, holders
whose tenders are accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes, unless the record date for any such interest
payment occurs before the completion of the Exchange Offers. We refer to these offers as the "Exchange Offers". For a more detailed description of the Exchange Notes,
see "Description of Exchange Notes".
We are not asking you for a proxy and you are requested not to send us a proxy. You do not have dissenters' rights of appraisal in connection with the
Exchange Offers. See "The Exchange Offers -- Absence of Dissenters' Rights of Appraisal".
No public market currently exists for the Original Notes. The Exchange Notes will not be listed on any national securities exchange.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the Expiration Date (as defined
herein), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution" below.
Holders may withdraw their tendered Original Notes at any time on or prior to the Expiration Date (as defined below) of the Exchange Offers. The Exchange
Offers will expire at 5:00 p.m., New York City time, on, June 18, 2013, unless extended or earlier terminated by us (such date, as the same may be extended or earlier
terminated with respect to either or both series of Exchange Notes, the "Expiration Date"). The Exchange Offers are subject to customary conditions discussed under
"The Exchange Offers -- Conditions to the Exchange Offers". Neither of the Exchange Offers is conditioned upon the other Exchange Offer, and we may terminate or
extend one Exchange Offer without terminating or extending the other Exchange Offer.
Investing in the Exchange Notes involves risks. See "Risk Factors" beginning on page 54 of our 2012 Annual Report to Stockholders, portions of which
are filed as Exhibit 13 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which is incorporated by reference herein and on page
8 of this prospectus, to read about factors you should consider before investing in the Exchange Notes.
Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated May 14, 2013.
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TABLE OF CONTENTS

Page
Forward-Looking Statements

i

Where You Can Find More Information

ii

Incorporation of Certain Information by Reference

ii

Summary

1

Risk Factors

8

Use of Proceeds

9

Ratio of Earnings to Fixed Charges

9

Selected Historical Financial Data

10
The Exchange Offers

11
Description of Exchange Notes

20
Certain U.S. Federal Income Tax Considerations

27
Plan of Distribution

28
The Exchange Agent

29
Validity of Securities

29
Experts

29
No person has been authorized to give any information or any representation concerning us or the Exchange Offers (other than as contained in this prospectus or
the related letter of transmittal) and we take no responsibility for, nor can we provide any assurance as to the reliability of, any other information that others may give
you. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date on the front cover
of this prospectus or the date of the incorporated document, as applicable.
In making an investment decision, prospective investors must rely on their own examination of us, and the terms of this offering, including the merits and risks
involved. Prospective investors should not construe anything in this prospectus as legal, business or tax advice. Each prospective investor should consult its own
advisors as needed to make its investment decision and to determine whether it is legally permitted to participate in the Exchange Offers and to invest in the Exchange
Notes under applicable legal investment or similar laws or regulations.
There are no guaranteed delivery provisions provided for in conjunction with the Exchange Offers under the terms of this prospectus and the accompanying letter
of transmittal. Tendering holders must tender their Original Notes in accordance with the procedures set forth under "The Exchange Offers -- Procedures for Tendering
Original Notes."
This prospectus contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete
information. All such summaries are qualified in their entirety by such reference. See "Where You Can Find More Information".
When we refer to "we", "our" or "us" in this prospectus, we mean AT&T Inc. and its consolidated subsidiaries unless the context explicitly otherwise requires.
FORWARD-LOOKING STATEMENTS
We have included or incorporated by reference in this prospectus statements that may constitute "forward-looking statements". These forward-looking statements
are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. It
is possible that our actual results may differ, possibly materially, from the anticipated results indicated in or implied by these forward-looking statements. See "Risk
Factors" below for information regarding important factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements.
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WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any documents filed
by us at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our filings with the SEC are also available to the public through the SEC's Internet site at http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-4 relating to the securities covered by this prospectus. This prospectus is a part of the registration
statement and does not contain all of the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of
ours, please be aware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration statement for a copy of the contract
or other document. You may review a copy of the registration statement at the SEC's public reference room in Washington, D.C., as well as through the SEC's Internet
site.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC and
incorporate herein will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the filing of the registration
statement to which this prospectus relates and prior to the effectiveness of such registration statement and all such future filings that we make with the SEC until the
Expiration Date (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with the SEC rules):

1.
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on February 22, 2013 (the "Annual Report");

2.
Our quarterly report on Form 10-Q for the months ended March 31, 2013 filed on May 3, 2013; and

3.
Our current reports on Form 8-K filed on January 17, 2013, January 24, 2013, January 25, 2013, February 4, 2013, February 12, 2013, March 5,

2013, March 13, 2013, April 11, 2013, April 23, 2013 and April 29, 2013.
We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a
copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus excluding exhibits to those documents unless
they are specifically incorporated by reference into those documents. You may make your request by calling us at (210) 351-3049, or by writing to us at the following
address:
AT&T Inc.'s Specialist -- External Reporting AT&T Inc.
208 S. Akard St.
Dallas, Texas 75202

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SUMMARY
This summary provides an overview of selected information. Because this is only a summary, it may not contain all of the information that may be important
to you in understanding the Exchange Offers. You should carefully read this entire prospectus, including the section entitled "Risk Factors", as well as the
information incorporated by reference in this prospectus. See the sections of this prospectus entitled "Where You Can Find More Information" and
"Incorporation of Certain Information by Reference".
AT&T Inc.
AT&T Inc. ("AT&T") is a holding company incorporated under the laws of the State of Delaware in 1983. Through our subsidiaries and affiliates, we
provide wireline and wireless telecommunications services and equipment, and other products and services. Our principal executive offices are located at 208 S.
Akard St., Dallas, Texas 75202. Our telephone number is (210) 821-4105. We maintain an Internet website at www.att.com (this website address is for
information only and is not intended to be an active link or to incorporate any website information into this document.)
We are a leading provider of telecommunications services in the United States and the world. We offer our services and products to consumers in the U.S.
and services and products to businesses and other providers of telecommunications services worldwide.
The services and products that we offer vary by market, and include: wireless communications, local exchange services, long-distance services,
data/broadband and Internet services, video services, telecommunications equipment, managed networking, and wholesale services. We group our operating
subsidiaries as follows, corresponding to our operating segments for financial reporting purposes:

· wireless subsidiaries provide both wireless voice and data communications services across the U.S. and, through roaming agreements, in a

substantial number of foreign countries;

· wireline subsidiaries provide primarily landline voice and data communication services, AT&T U-verse® TV, high-speed broadband and voice

services (U-verse) and managed networking to business customers; and

· other subsidiaries include results from corporate and other operations, our portion of results from our equity investments and impacts from

corporate-wide decisions for which the individual operating segments are not being evaluated.
Our local exchange subsidiaries operate as the incumbent local exchange carrier in 22 states: Alabama, Arkansas, California, Connecticut, Illinois, Indiana,
Florida, Georgia, Kentucky, Louisiana, Kansas, Michigan, Mississippi, Missouri, Nevada, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas and
Wisconsin (22-state area). Our local exchange subsidiaries are subject to regulation by each state in which they operate and by the Federal Communications
Commission ("FCC"). Wireless service providers are regulated by the FCC. Additional information relating to regulation applicable to us is contained in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2012 under the heading "Government Regulation" and in our 2012 Annual Report under the
heading "Operating Environment and Trends of the Business", and is incorporated herein by reference.
With the expansion of our company through acquisitions and the resulting ownership consolidation of AT&T Mobility, and with continuing advances in
technology, our services offerings now combine our traditional wireline and wireless services. We make our customers' lives more convenient and productive and
foster competition and further innovation in the communications and entertainment industry.

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The Exchange Offers

Offeror
AT&T Inc.

The Exchange Offers
We are offering to exchange our 2042 Exchange Notes which have been registered under the
Securities Act for a like principal amount of our outstanding unregistered 2042 Original Notes and
our 2045 Exchange Notes which have been registered under the Securities Act for a like principal
amount of our outstanding unregistered 2045 Original Notes. Original Notes may only be tendered in
an amount equal to $1,000 in principal amount or in integral multiples of $1,000 in excess thereof.
See "The Exchange Offers" for more information on the terms of the Exchange Offers.

Resale of Exchange Notes
Based upon the position of the staff of the SEC as described in previous no-action letters and subject
to the immediately following sentence, we believe that Exchange Notes issued pursuant to the
Exchange Offers in exchange for Original Notes may be offered for resale, resold and otherwise
transferred by you without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that you will acknowledge in writing at the time of the consummation of
the Exchange Offers that:

· you are not a broker-dealer tendering Original Notes that you acquired directly from us for your

own account;

· you are acquiring the Exchange Notes in the ordinary course of your business;

· you have not participated in, do not intend to participate in, and have no arrangement or

understanding with any person to participate in, a distribution of the Exchange Notes; and

· you are not our "affiliate" as defined under Rule 405 of the Securities Act.

However, any purchaser of Exchange Notes who is an affiliate of ours or who intends to participate
in the Exchange Offers for the purpose of distributing the Exchange Notes, (i) will not be able to rely
on the interpretations of the SEC staff set forth in the above-mentioned no-action letters, (ii) will not

be entitled to tender its Original Notes in the Exchange Offers, and (iii) must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with any sale
or transfer of the Exchange Notes unless such sale or transfer is made pursuant to an exemption from
such requirements.

Any broker-dealer who holds Original Notes acquired for its own account as a result of market-
making activities or other trading activities and who receives Exchange Notes in exchange for such

Original Notes pursuant to the Exchange Offers may be a statutory underwriter and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of such
Exchange Notes. See "Plan of Distribution".

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Purpose of the Exchange Offers
The purpose of the Exchange Offers is to satisfy our obligations under a registration rights
agreement, dated as of December 17, 2012 (the "Registration Rights Agreement").

Consequences If You Do Not Exchange Your Original
Original Notes that are not tendered in the Exchange Offers or are not accepted for exchange will
Notes
continue to bear legends restricting their transfer. You will not be able to offer or sell such Original
Notes unless:

· you are able to rely on an exemption from the requirements of the Securities Act; or

· the Original Notes are registered under the Securities Act.

To the extent that Original Notes are tendered and accepted in the Exchange Offers, the trading
market for any remaining Original Notes may (and likely will) be adversely affected. See "Risk

Factors -- If you fail to exchange your Original Notes, they will continue to be restricted securities
and may become less liquid".

After the Exchange Offers are complete, you will not have any further rights under the Registration
Rights Agreement, including any right to require us to register any outstanding Original Notes that

you do not exchange (except under limited circumstances) or to pay you the additional interest we
agreed to pay to holders of Original Notes if we failed to timely commence and complete the
Exchange Offers.

Accrued and Unpaid Interest
Original Notes accepted for exchange will cease to accrue interest from and after the Settlement
Date. Accordingly, holders whose tenders are accepted for exchange will not receive any payment in
respect of accrued interest on such Original Notes, unless the record date for any such interest
payment occurs before the completion of the Exchange Offers.

Expiration Date
The Expiration Date of the Exchange Offers will be 5:00 p.m., New York City time, on June 18,
2013, unless extended or earlier terminated by us. The term "Expiration Date" means such date and
time or, if we extend either Exchange Offer, the latest date and time to which we extend such
Exchange Offer.

Settlement Date
The settlement of the Exchange Offers will occur promptly after the Expiration Date.

Conditions to the Exchange Offers
Each of the Exchange Offers is subject to customary conditions described in "The Exchange Offers
-- Conditions to the Exchange Offers", including, among other things, the condition that the
registration statement of which this prospectus forms a part shall have become effective and that
there shall not have occurred or be reasonably likely to occur any material adverse change to our
business, operations, properties, condition, assets, liabilities, prospects or financial affairs. Neither
of the Exchange Offers is

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conditioned upon the other Exchange Offer, and we may terminate one Exchange Offer without

terminating the other Exchange Offer.

Extension; Waivers and Amendments
Subject to applicable law, we reserve the right to (1) extend either Exchange Offer; (2) waive any
and all conditions to or amend either Exchange Offer in any respect (except as to the condition that
the registration statement of which this prospectus forms a part having been declared effective and
not being subject to a stop order or any proceedings for that purpose, which conditions we cannot
waive); or (3) terminate either Exchange Offer. Neither of the Exchange Offers is conditioned upon
the other Exchange Offer, and we may terminate or extend one Exchange Offer without terminating or
extending the other Exchange Offer. Any extension, waiver, amendment or termination will be
followed as promptly as practicable by a public announcement thereof, such announcement, in the
case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business
day after the last previously scheduled Expiration Date. See "The Exchange Offers -- Expiration
Date; Extension; Termination; Amendment".

Terms of Exchange Notes
The terms of the Exchange Notes are described in this prospectus under "Description of Exchange
Notes".

Procedures for Tendering the Original Notes
You may tender your Original Notes by transferring them through The Deposit Trust Company's (the
"DTC") Automated Tender Offer Program ("ATOP") or following the other procedures described
under "The Exchange Offers -- Procedures for Tendering Original Notes" and "The Exchange Offers
-- Book-Entry Delivery Procedures for Tendering Original Notes Held with DTC".

For further information, call the Exchange Agent at the telephone numbers set forth under "The

Exchange Agent" or consult your broker, dealer, commercial bank, trust company or other nominee
for assistance.

If you are a beneficial owner of Original Notes that are held by or registered in the name of a broker,
dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your
Original Notes in order to participate in the Exchange Offers, you should contact your intermediary
entity promptly and instruct it to tender the Original Notes on your behalf. You should keep in mind

that your intermediary may require you to take action with respect to the Exchange Offers a number
of days before the Expiration Date in order for such entity to tender Original Notes on your behalf on
or prior to the Expiration Date in accordance with the terms of the Exchange Offers. See "The
Exchange Offers -- Book-Entry Delivery Procedures for Tendering Original Notes Held with DTC".

Withdrawal Rights; Non-Acceptance
You may withdraw your tender of Original Notes at any time prior to the Expiration Date. In the
event that tendered Original Notes are not

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withdrawn and not accepted by us for exchange, such Original Notes will be promptly returned to
such holders or credited to such holders' DTC account in the same manner as tendered to us, unless a

holder has indicated other delivery instructions in the related letter of transmittal or computer-
generated message. See "The Exchange Offers -- Withdrawal of Tenders" and "The Exchange Offers
-- Terms of the Exchange Offers".

Absence of Dissenters' Rights of Appraisal
You do not have dissenters' rights of appraisal with respect to the Exchange Offers. See "The
Exchange Offers -- Absence of Dissenters' Rights of Appraisal".

Certain U.S. Federal Income Tax Considerations
The exchange of notes pursuant to the Exchange Offers generally should not be a taxable event for
U.S. federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations".

Accounting Treatment
The Exchange Notes will be recorded at the same carrying value as the Original Notes as reflected
in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or
loss for accounting purposes upon the completion of the Exchange Offers. Payments made to other
third parties will be expensed as incurred in accordance with generally accepted accounting
principles. See "The Exchange Offers -- Accounting Treatment".

Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is the Exchange Agent for the Exchange Offers.
See "The Exchange Agent" herein.

Further Information
See "The Exchange Offers" for more information concerning the Exchange Offers.

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The Exchange Notes
The following summary contains basic information about the Exchange Notes. It does not contain all of the information that may be important to you. For a
more complete description of the terms of the Exchange Notes, see "Description of Exchange Notes".

Issuer
AT&T Inc.

Exchange Notes
The terms of each series of the Original Notes and the applicable series of Exchange Notes are
identical, except the Exchange Notes offered in the Exchange Offers:

· will have been registered under the Securities Act;

· will not have transfer restrictions and registration rights that relate to the Original Notes; and

· will not have rights relating to the payment of additional interest to holders of Original Notes if

we fail to timely commence and complete the Exchange Offers.

Maturity Date
December 15, 2042 for the 2042 Exchange Notes.
June 15, 2045 for the 2045 Exchange Notes.

Interest Rate
The 2042 Exchange Notes will bear interest from the most recent date to which interest on the
Original Notes has been paid or, if no interest has been paid on such Original Notes, from December
17, 2012 at the rate of 4.30% per annum, payable semi-annually in arrears in two equal payments.

The 2045 Exchange Notes will bear interest from the most recent date to which interest on the

Original Notes has been paid or, if no interest has been paid on such Original Notes, from December
17, 2012 at the rate of 4.35% per annum, payable semi-annually in arrears in two equal payments.

Interest Payment Dates
June 15 and December 15 of each year, commencing on June 15, 2013.

Optional Redemption
Each series of the Exchange Notes will be redeemable, as a whole or in part, at our option, at any
time and from time to time, on at least 30 days', but not more than 60 days', prior notice mailed to
the registered address of each holder of the applicable series of Exchange Notes at a redemption
price equal to their principal amount plus a "make-whole premium," if any, and accrued and unpaid
interest to the redemption date. See "Description of Exchange Notes -- Optional Redemption of the
Exchange Notes".

At any time on or after June 15, 2042, the Company has the option to redeem the 2042 Exchange

Notes, as a whole or in part, on at least 30 days', but not more than 60 days', prior notice mailed to
the registered address of each holder of the 2042 Exchange Notes, at a

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redemption price equal to 100% of the principal amount of the 2042 Exchange Notes to be

redeemed. Accrued interest will be payable to the redemption date.

At any time on or after December 15, 2044, the Company has the option to redeem the 2045
Exchange Notes, as a whole or in part, on at least 30 days', but not more than 60 days', prior notice

mailed to the registered address of each holder of the 2045 Exchange Notes at a redemption price
equal to 100% of the principal amount of the 2045 Exchange Notes to be redeemed. Accrued interest
will be payable to the redemption date.

Form and Settlement
The Exchange Notes will be issued in the form of one or more fully registered global notes which
will be deposited with, or on behalf of, DTC as the depositary, and registered in the name of Cede &
Co., DTC's nominee. Beneficial interests in the global notes will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as direct and indirect
participants in DTC. Investors may elect to hold interests in the global notes through either DTC (in
the United States), Clearstream Banking, Société Anonyme, or Euroclear Bank S.A./N.V., as operator
of the Euroclear System (outside of the United States), if they are participants in these systems, or
indirectly through organizations which are participants in these systems. Cross-market transfers
between persons holding directly or indirectly through DTC participants, on the one hand, and
directly or indirectly through Clearstream or Euroclear participants, on the other hand, will be
effected in accordance with DTC rules on behalf of the relevant international clearing system by its
U.S. depositary.

Listing
The Exchange Notes will not be listed for trading on any national securities exchange.

Governing Law
The Exchange Notes will be governed by the laws of the State of New York.

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