AT&T to Acquire Divestiture Properties from Verizon Wireless, Enhance Network Coverage and Customer Service

Acquisition to help AT&T connect rural Americans to leading-edge technologies

Dallas, Texas, AT&T* announced a definitive agreement to acquire wireless assets from Verizon Wireless for $2.35 billion in cash. Under terms of the agreement, AT&T will acquire wireless properties, including licenses, network assets and 1.5 million current subscribers in 79 service areas, primarily in rural areas across 18 states. Verizon Wireless is required to divest these properties as part of the regulatory approvals granted for its purchase of Alltel earlier this year. The states represented are: Alabama, Arizona, California, Colorado, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, Nevada, New Mexico, North Dakota, South Dakota, Tennessee, Utah, Virginia and Wyoming.

As a result of the transaction and upon transition of the operations to AT&T, the subscribers in these service areas will be able to enjoy the benefits of AT&T’s 3G broadband network. AT&T has the nation’s fastest 3G network, now available in nearly 350 major metropolitan areas, with 20 more planned by the end of the year.

AT&T’s 3G broadband wireless network, combined with its industry-leading Wi-Fi network, make AT&T the leader in mobile broadband services, giving customers easy access to the people and applications they want to reach, across the country and around the world. AT&T provides Wi-Fi access at nearly 20,000 hotspots in the U.S., including Starbucks and Barnes & Noble locations, and at more than 80,000 retail, restaurant, hotel, airport and other locations globally. AT&T’s wireless subscribers with 3G LaptopConnect cards and qualified smartphone plans get unlimited Wi-Fi access at AT&T’s U.S. hotspots at no additional charge.

After operations transition to AT&T, the primarily rural subscribers added through this transaction will be able to experience mobile broadband on all the smartphones AT&T offers. AT&T leads the industry in smartphones — including iPhone 3G — and also allows subscribers to access AT&T’s 3G and Wi-Fi networks using the nation’s leading lineup of ultralight netbooks with embedded wireless capabilities for greater portability and convenience.

AT&T also offers the best wireless coverage worldwide, offering the most phones — including the BlackBerry® Bold — that work in the most countries, with voice calling in more than 215 countries and data service in more than 170 — including 3G data service in more than 80 countries. Because AT&T operates on GSM, the undisputed global technology standard for wireless services, its subscribers enjoy the convenience of using their handsets nearly anywhere in the world.

“Wireless continues to be AT&T’s greatest growth driver, and this transaction will complement our existing network coverage, particularly in rural areas,” said Ralph de la Vega, president and CEO, AT&T Mobility and Consumer Markets. “The acquisition will add network assets, distribution channels and 850 MHz spectrum in a significant portion of the U.S., enabling even better coverage for AT&T’s subscribers in those areas.

“The subscribers who join the AT&T family will realize significant benefits, including access to AT&T’s 3G broadband network — the nation’s fastest — and to an industry-leading lineup of iconic devices — from the latest smartphones for business users to quick messaging phones for texting teens.”

Under terms of the agreement, AT&T will purchase the assets for $2.35 billion in cash. The transaction primarily represents former Alltel assets, but it also includes assets from Verizon Wireless and the former Rural Cellular Corporation.

AT&T expects integration costs for network conversion, amortization of intangible assets and subscriber migration to result in dilution to EPS of approximately $0.06 per share in the first year after closing and to improve thereafter. Network conversion from Verizon’s CDMA network to GSM technology and transition of the operations to AT&T is expected to take no longer than 12 months from the date the transaction closes and to result in an additional planned capital investment of approximately $400 million over 2009 and 2010. The transaction adds customers and enhances network coverage and is expected to deliver substantial long-term stockholder value. Wireless is the largest growth driver and value creator in the telecommunications industry, and this acquisition continues AT&T’s strong track record of investing in growth. In 2008 AT&T’s capital investments totaled $20.3 billion, more than three-quarters of which supported mobility and data, the company’s key growth areas.

The transaction is contingent upon regulatory approval and is expected to close in the fourth quarter of 2009.

*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) is a premier communications holding company. Its subsidiaries and affiliates – AT&T operating companies – are the providers of AT&T services in the United States and around the world. With a powerful array of network resources that includes the nation’s fastest 3G network, AT&T is a leading provider of wireless, Wi-Fi, high speed Internet and voice services. AT&T offers the best wireless coverage worldwide, offering the most wireless phones that work in the most countries. It also offers advanced TV services under the AT&T U-verseSM and AT&T DIRECTVSM brands. The company’s suite of IP-based business communications services is one of the most advanced in the world. In domestic markets, AT&T’s Yellow Pages and YELLOWPAGES.COM organizations are known for their leadership in directory publishing and advertising sales. In 2009, AT&T again ranked No. 1 in the telecommunications industry on FORTUNE® magazine’s list of the World’s Most Admired Companies. 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.