ADDING and REPLACING AT&T Inc. Announces Offers to Exchange Seventeen Series of Notes for New Notes Due 2042 and 2045 and Cash,

  ADDING and REPLACING AT&T Inc. Announces Offers to Exchange Seventeen Series
  of Notes for New Notes Due 2042 and 2045 and Cash, as Applicable

Business Wire

DALLAS -- November 16, 2012

Add after last graph of release and before FORWARD-LOOKING STATEMENTS: About
AT&T section and copyright language.

The corrected release reads:

AT&T INC. ANNOUNCES OFFERS TO EXCHANGE SEVENTEEN SERIES OF NOTES FOR NEW NOTES
DUE 2042 AND 2045 AND CASH, AS APPLICABLE

AT&T Inc. (NYSE: T; and “AT&T”) today announced the commencement of private
offers to (i) exchange (the “Pool 1 Offer”) the three series of notes
described in the table below (the “Pool 1 Notes”) for a new series of AT&T’s
senior notes to be due in 2042 (the “New 2042 Notes”) and cash;

                                                            Consideration
Title of Security         Issuer                          Exchanged
                                                            For
7.12% Debentures due      BellSouth Corporation^(1)       New 2042 Notes and
2097                                                        cash
7.0% Notes due 2095       BellSouth                       New 2042 Notes and
                           Telecommunications, LLC^(2)      cash
6.65% Zero-to-Full        BellSouth                       New 2042 Notes and
Debentures due 2095        Telecommunications, LLC^(2)      cash
(1) The 7.12% Debentures due 2097 were originally issued by BellSouth Capital
Funding Corporation, which subsequently merged with and into BellSouth
Corporation.
(2) BellSouth Telecommunications, LLC was formerly known as BellSouth
Telecommunications, Inc.
                                                       

(ii) exchange (the “Pool 2 Offer”) the four series of notes described in the
table below (the “Pool 2 Notes”) for a new series of AT&T’s senior notes to be
due in 2045 (the “New 2045 Notes” and, together with the New 2042 Notes, the
“New Notes”) and cash;

                                                           Consideration
Title of Security       Issuer                           Exchanged
                                                           For
7.875% Notes, due       BellSouth Corporation^(1)        New 2045 Notes and
2030                                                       cash
6.875% Notes, due       BellSouth Corporation            New 2045 Notes and
2031                                                       cash
6.550% Notes, due       BellSouth Corporation            New 2045 Notes and
2034                                                       cash
6.00% Notes, due        BellSouth Corporation            New 2045 Notes and
2034                                                       cash
(1) The 7.875% Notes were original issued by BellSouth Capital Funding
Corporation, which subsequently merged with and into BellSouth Corporation.
                                                      

and (iii) exchange (the “Pool 3 Offer”, and together with the Pool 1 Offer and
the Pool 2 Offer, the “Exchange Offers”) the ten series of notes described in
the table below (the “Pool 3 Notes”, and together with the Pool 1 Notes and
the Pool 2 Notes, the “Old Notes”) for New Notes identified in the chart below
and, as applicable, cash, as set forth in the table below. The aggregate
principal amount of Pool 3 Notes that are accepted for exchange will be based
on the order of acceptance priority for such series as set forth in the below
table.

Title of                                  Consideration         Acceptance
Security          Issuer                Exchanged            Priority Level
                                          For
6.450% Global     AT&T Inc.             New 2045 Notes       1
Notes due 2034
6.150% Global     AT&T Inc.             New 2045 Notes       2
Notes due 2034
8.00% Notes,      AT&T Corp.^(1)        New 2042 Notes       3
due 2031
8.750% Notes,      New Cingular
due 2031          Wireless Services,    New 2042 Notes       4
                   Inc.^(2)
7.125% Senior     AT&T Mobility         New 2042 Notes       5
Notes, due 2031    LLC^(3)
6.800% Notes,     AT&T Inc.             New 2045 Notes and   6
due 2036                                  cash
6.40% Global      AT&T Inc.             New 2045 Notes and   7
Notes due 2038                            cash
6.500% Global     AT&T Inc.             New 2042 Notes and   8
Notes due 2037                            cash
6.30% Global      AT&T Inc.             New 2042 Notes and   9
Notes due 2038                            cash
6.550% Global     AT&T Inc.             New 2045 Notes and   10
Notes due 2039                            cash
(1) The 8.00% Notes due 2031 were issued by AT&T Corp. and are fully,
unconditionally and irrevocably guaranteed by AT&T.
(2) New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless
Services, Inc.
(3) AT&T Mobility LLC was formerly known as Cingular Wireless LLC.
                                                           

In addition, holders whose Old Notes are accepted for purchase will receive
accrued and unpaid interest from the last interest payment date to, but not
including, the date on which such Old Notes are exchanged.

The Exchange Offers are being conducted upon the terms and subject to the
conditions set forth in an offering memorandum, dated November 15, 2012, and
the related letter of transmittal. The maximum aggregate principal amount of
New 2042 Notes that will be issued is $3,500,000,000, the maximum aggregate
principal amount of New 2045 Notes that will be issued is $3,500,000,000 but
the combined maximum aggregate amount of New Notes that will be issued is
$4,000,000,000. In addition, the maximum aggregate principal amount of Pool 1
Notes that will be accepted for tender is $400,000,000 and the maximum
aggregate principal amount of Pool 2 Notes that will be accepted for tender is
$800,000,000. The Pool 1 Offer and the Pool 2 Offer will each be conducted
pursuant to a modified “Dutch auction” process.

The Exchange Offers are only made, and copies of the offering documents will
only be made available, to a holder of the Old Notes who has certified its
status as either (1) a “qualified institutional buyer” as defined in Rule 144A
under the Securities Act of 1933, as amended (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”).

Each Exchange Offer is subject to certain conditions, including the condition
that a minimum $500,000,000 in aggregate principal amount of the New 2042
Notes are issued and that a minimum $500,000,000 in aggregate principal amount
of New 2045 Notes are issued in one or more Exchange Offers.

Eligible Holders of Old Notes who validly tender their Old Notes at or before
5:00 p.m. New York City time on November 29, 2012 and whose Old Notes are
accepted for exchange, subject to any extension by AT&T, will also receive an
early participation payment.

The Exchange Offers will expire at 11:59 p.m., New York City time, on December
13, 2012, unless extended or earlier terminated by AT&T. Tenders of Old Notes
submitted in the Exchange Offers prior to 5:00 p.m. New York City time on
November 29, 2012, 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 Offers 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 Offers are 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 Offers will only be distributed to holders
of Old Notes who complete and return a letter of eligibility confirming that
they are Eligible Holders. Holders of Old Notes who desire a copy of the
eligibility letter may contact D.F. King & Co., Inc., the information agent
for the Exchange Offers, at (800) 488-8095 (toll-free), (212) 269-5550
(collect) or via email at ATT@dfking.com.

About AT&T

AT&T Inc. (NYSE:T) is a premier communications holding company and one of the
most honored companies in the world. Its subsidiaries and affiliates – AT&T
operating companies – are the providers of AT&T services in the United States
and internationally. With a powerful array of network resources that includes
the nation’s largest 4G network, AT&T is a leading provider of wireless,
Wi-Fi, high speed Internet, voice and cloud-based services. A leader in mobile
Internet, AT&T also offers the best wireless coverage worldwide of any U.S.
carrier, offering the most wireless phones that work in the most countries. It
also offers advanced TV services under the AT&T U-verse® and AT&T│DIRECTV
brands. The company’s suite of IP-based business communications services is
one of the most advanced in the world.

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. This
AT&T news release and other announcements are available at
http://www.att.com/newsroom and as part of an RSS feed at www.att.com/rss. Or
follow our news on Twitter at @ATT.

© 2012 AT&T Intellectual Property. All rights reserved. 4G not available
everywhere. 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. All
other marks contained herein are the property of their respective owners.

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 in
the offering memorandum related to the Exchange Offers. AT&T disclaims any
obligation to update or revise statements contained in this news release based
on new information or otherwise.

Contact:

AT&T Inc.
McCall Butler, 917-209-5792
E-mail: mb8191@att.com
 
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