AT&T INC. — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-12-31

Reporting Person: ANDERSON REUBEN V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	M	2617.1879	—	Acquired	33986.1879	Direct
2012-12-31	Common Stock	D	2617.1879	$34.068	Disposed	31369	Direct
2013-01-02	Common Stock	M	244.9588	—	Acquired	31613.9588	Direct
2013-01-02	Common Stock	D	244.9588	$34.605	Disposed	31369	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Phantom Deferral Shares	$	M	2617.1879	Disposed		Common Stock (2617.1879)	Indirect
2013-01-02	Phantom Deferral Shares	$	M	244.9588	Disposed		Common Stock (244.9588)	Indirect

Footnotes

F1: Pursuant to the terms of the BellSouth Corporation Directors Compensation Deferral Plan, the price of these phantom deferral units was calculated based on the average of the high and low sales prices of AT&T common stock on the NYSE on the last trading day of each of the three calendar months preceding the distribution date.

F2: Pursuant to the terms of the BellSouth Non-Qualified Deferred Compensation Plan for Non-Employee Directors and Certain Executives, the price of these phantom deferral shares was calculated based on the average high and low sales prices of AT&T common stock on the NYSE on Jan. 2, 2013.

F3: Acquired pursuant to various BellSouth Corporation director deferral plans. Each unit is converted into the equivalent value in cash of one share of AT&T common stock and distributed at the election of the reporting person.