AT&T Inc. Announces Early Results of Exchange Offers and Increases Certain Maximum Tender Amounts and Overall Size of Exchange

  AT&T Inc. Announces Early Results of Exchange Offers and Increases Certain
  Maximum Tender Amounts and Overall Size of Exchange Offers

Business Wire

DALLAS -- November 30, 2012

AT&T Inc. (NYSE: T) and (“AT&T”) today announced the early results of its
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 2097  BellSouth Corporation^(1)      New 2042 Notes and
                                                            cash
7.0% Notes due 2095        BellSouth Telecommunications,  New 2042 Notes and
                            LLC^(2)                         cash
6.65% Zero-to-Full         BellSouth Telecommunications,  New 2042 Notes and
Debentures due 2095         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:

Title of Security       Issuer                     Consideration Exchanged
                                                     For
7.875% Notes, due 2030  BellSouth Corporation^(1)  New 2045 Notes and cash
6.875% Notes, due 2031  BellSouth Corporation      New 2045 Notes and cash
6.550% Notes, due 2034  BellSouth Corporation      New 2045 Notes and cash
6.00% Notes, due 2034   BellSouth Corporation      New 2045 Notes and cash

(1) The 7.875% Notes were originally 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 table 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 table
below.

Title of          Issuer                 Consideration       Acceptance
Security                                   Exchanged For        Priority Level
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, due  AT&T Corp.^(1)         New 2042 Notes      3
2031
8.750% Notes,     New Cingular Wireless  New 2042 Notes      4
due 2031           Services, Inc.^(2)
7.125% Senior     AT&T Mobility LLC^(3)  New 2042 Notes      5
Notes, due 2031
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 exchange 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 approximate principal amounts of each series of Old Notes that have been
validly tendered for exchange, as of 5:00 p.m., New York City time, on
November 29, 2012 (the “Early Participation Date”), based on information
provided by the exchange agent to AT&T, are presented in the table below.

Title of Security            Issuer                         Principal Amount
                                                              Tendered
7.12% Debentures due 2097    BellSouth Corporation          $205,319,000
7.0% Notes due 2095          BellSouth Telecommunications,  $259,101,000
                              LLC
6.65% Zero-to-Full           BellSouth Telecommunications,  $231,038,000
Debentures due 2095           LLC
7.875% Notes, due 2030       BellSouth Corporation          $313,609,000
6.875% Notes, due 2031       BellSouth Corporation          $248,483,000
6.550% Notes, due 2034       BellSouth Corporation          $190,592,000
6.00% Notes, due 2034        BellSouth Corporation          $154,658,000
6.450% Global Notes due      AT&T Inc.                      $258,723,000
2034
6.150% Global Notes due      AT&T Inc.                      $412,679,000
2034
8.00% Notes, due 2031        AT&T Corp.                     $220,673,000
8.750% Notes, due 2031       New Cingular Wireless          $241,224,000
                              Services, Inc.
7.125% Senior Notes, due     AT&T Mobility LLC              $239,467,000
2031
6.800% Notes, due 2036       AT&T Inc.                      $331,610,000
6.40% Global Notes due 2038  AT&T Inc.                      $801,570,000
6.500% Global Notes due      AT&T Inc.                      $1,261,728,000
2037
6.30% Global Notes due 2038  AT&T Inc.                      $1,719,942,000
6.550% Global Notes due      AT&T Inc.                      $1,096,337,000
2039

The amount of outstanding Old Notes validly tendered and not validly withdrawn
as of the Early Participation Date, as reflected in the tables above, exceeded
the conditions that at least $500,000,000 of each series of New Notes are
issued in the Exchange Offers.

AT&T also announced today that it has amended the terms of the Exchange Offers
to increase the maximum aggregate principal amount of Pool 1 Notes that will
be accepted for tender from $400,000,000 to $700,000,000, to increase the
maximum aggregate principal amount of Pool 2 Notes that will be accepted for
tender from $800,000,000 to $915,000,000, and to increase the combined maximum
aggregate amount of New Notes that will be issued from $4,000,000,000 to
$5,000,000,000, and the maximum aggregate amount of Pool 3 Notes that will be
accepted for tender will be adjusted accordingly.

The maximum aggregate principal amount of New 2042 Notes that will be issued
is $3,500,000,000, and 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 $5,000,000,000. The Pool
1 Offer and the Pool 2 Offer will each be conducted pursuant to a modified
“Dutch auction” process.

The Exchange Offers will expire at 11:59 p.m., New York City time, on December
13, 2012, unless extended or terminated. In accordance with the terms of the
Exchange Offers, the withdrawal deadline relating to the Exchange Offers
occurred at 5:00 p.m., New York City time, on November 29, 2012. As a result,
tendered Old Notes may no longer be withdrawn, except in certain limited
circumstances where additional withdrawal rights are required by law (as
determined by AT&T).

The Exchange Offers are being conducted upon the terms and subject to the
conditions set forth in the offering memorandum, dated November 15, 2012, and
the related letter of transmittal. Unless indicated otherwise, defined terms
herein shall have the same meaning as those in the offering memorandum. 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 and who is a “Qualified Investor” as defined under the Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amendment Directive,
to the extent implemented in the relevant member state) and the Luxembourg
Prospectus Law (each, an “Eligible Holder”).

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.

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.

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
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© 2012 AT&T Intellectual Property. All rights reserved. 4G not available
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Contact:

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