AT&T Inc. Announces the Reference UST Security Yield for Its Exchange Offers and Pricing Terms with Respect to Pool 3 Offer

  AT&T Inc. Announces the Reference UST Security Yield for Its Exchange Offers
  and Pricing Terms with Respect to Pool 3 Offer

Business Wire

DALLAS -- November 29, 2012

AT&T Inc. (NYSE: T) and (“AT&T”) today announced (i) the reference UST
security yield for its private offer to 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:

                                                         
Title of Security             Issuer                       Consideration
                                                               Exchanged For
7.12% Debentures due          BellSouth                    New 2042 Notes
2097                            Corporation^(1)                and cash
                                BellSouth                      New 2042 Notes
7.0% Notes due 2095           Telecommunications,          and cash
                                LLC^(2)
6.65% Zero-to-Full              BellSouth                      New 2042 Notes
Debentures due 2095           Telecommunications,          and cash
                                LLC^(2)
                                                        
(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) the reference UST security yield for its private offer to 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             Issuer                       Consideration
Security                                              Exchanged For
7.875% Notes,        BellSouth                    New 2045 Notes and
due 2030               Corporation^(1)                cash
6.875% Notes,        BellSouth Corporation        New 2045 Notes and
due 2031                                              cash
6.550% Notes,        BellSouth Corporation        New 2045 Notes and
due 2034                                              cash
6.00% Notes,         BellSouth Corporation        New 2045 Notes and
due 2034                                              cash
                                               
(1) The 7.875% Notes were originally issued by BellSouth Capital Funding
Corporation, which subsequently merged with and into BellSouth Corporation.
                                                                            

and (iii) pricing terms with respect to its private offer to 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 For      Priority
                                                              Level
6.450%
Global Notes   AT&T Inc.           New 2045 Notes     1
due 2034
6.150%
Global Notes   AT&T Inc.           New 2045 Notes     2
due 2034
8.00% Notes,   AT&T Corp.^(1)      New 2042 Notes     3
due 2031
8.750%           New Cingular
Notes, due     Wireless            New 2042 Notes     4
2031             Services,
                 Inc.^(2)
7.125%
Senior         AT&T Mobility       New 2042 Notes     5
Notes, due       LLC^(3)
2031
6.800%                                  New 2045 Notes
Notes, due     AT&T Inc.           and cash           6
2036
6.40% Global                            New 2045 Notes
Notes due      AT&T Inc.           and cash           7
2038
6.500%                                  New 2042 Notes
Global Notes   AT&T Inc.           and cash           8
due 2037
6.30% Global                            New 2042 Notes
Notes due      AT&T Inc.           and cash           9
2038
6.550%                                  New 2045 Notes
Global Notes   AT&T Inc.           and cash           10
due 2039
                                                     
(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.
                                                                             

For each $1,000 principal amount of Pool 3 Notes tendered (and not validly
withdrawn) prior to 5:00 p.m., New York City time, on November 29, 2012 (the
“Early Participation Date”) and accepted by AT&T, the following table sets
forth the Total Consideration, the yield, the principal amount of the
applicable series of New Notes, as priced below, and the amount of cash:

                                                                                   
Title of                     Total                                   Principal       Series       Cash
Security   Issuer       Consideration^(1)    Yield^(2)    Amount of    of New    Payment
                                                                     New Notes       Notes
6.450%                                                                               New
Global     AT&T Inc.    $1,314.09            4.214%       $1,315.00    2045      $0.00
Notes                                                                                Notes
due 2034
6.150%                                                                               New
Global     AT&T Inc.    $1,273.82            4.214%       $1,274.70    2045      $0.00
Notes                                                                                Notes
due 2034
8.00%        AT&T                                                                    New
Notes,     Corp.        $1,556.68            3.834%       $1,570.80    2042      $0.00
due 2031                                                                             Notes
             New
8.750%       Cingular                                                                New
Notes,     Wireless     $1,667.55            3.684%       $1,682.68    2042      $0.00
due 2031     Services,                                                               Notes
             Inc.
7.125%       AT&T                                                                    New
Senior     Mobility     $1,441.12            3.834%       $1,454.19    2042      $0.00
Notes,       LLC                                                                     Note
due 2031
6.800%                                                                               New
Notes,     AT&T Inc.    $1,382.45            4.214%       $1,058.10    2045      $325.08
due 2036                                                                             Notes
6.40%                                                                                New
Global     AT&T Inc.    $1,335.11            4.234%       $1,051.00    2045      $284.84
Notes                                                                                Notes
due 2038
6.500%                                                                               New
Global     AT&T Inc.    $1,345.02            4.234%       $1,078.70    2042      $276.02
Notes                                                                                Notes
due 2037
6.30%                                                                                New
Global     AT&T Inc.    $1,317.28            4.234%       $1,057.09    2042      $269.69
Notes                                                                                Notes
due 2038
6.550%                                                                               New
Global     AT&T Inc.    $1,364.13            4.234%       $1,091.78    2045      $273.10
Notes                                                                                Notes
due 2039
                                                                                
(1) The Total Consideration for each series of Pool 3 Notes includes an Early Participation Payment of
$50.00 per $1,000 principal amount of Old Notes Tendered and accepted.                                        
(2) Reflects the bid-side yield on the reference UST security (2.750% U.S. Treasury Notes due August 15,
2042) calculated in accordance with the procedures set forth in the Offering Memorandum.                      
                                                                                                              

Eligible Holders who tender their Pool 3 Notes after the Early Participation
Date will receive, for each $1,000 principal amount of such Pool 3 Notes
tendered, an amount reflecting the applicable Total Consideration less the
Early Participation Payment of $50.00 as specified in the Offering Memorandum,
dated November 15, 2012 (the “Offering Memorandum”) and the related letter of
transmittal. Tendered Pool 3 Notes will be subject to the acceptance priority
levels set forth in the Offering Memorandum.

The bid-side yield on the reference UST security for each of the Pool 1 Notes
and the Pool 2 Notes, the 2.750% U.S. Treasury Notes due August 15, 2042, as
of the Pricing Time, calculated in accordance with the procedures set forth in
the Offering Memorandum, was 2.784%. Pricing terms, including the Total
Consideration, with respect to the Pool 1 Offer and the Pool 2 Offer will be
announced after the final expiration date of the offers pursuant to the terms
set forth in the Offering Memorandum and the related letter of transmittal.
For each $1,000 principal amount of Pool 1 Notes or Pool 2 Notes tendered (and
not validly withdrawn) prior to the Early Participation Date and accepted by
AT&T, holders will receive the Total Consideration as calculated pursuant to
the terms set forth in the Offering Memorandum. Eligible Holders who tender
their Pool 1 Notes or Pool 2 Notes after the Early Participation Date will
receive, for each $1,000 principal amount of such Pool 1 Notes or Pool 2 Notes
tendered, an amount reflecting the applicable Total Consideration less the
Early Participation Payment of $50.00 as specified in the Offering Memorandum
and related letter of transmittal.

The interest rate on the New 2042 Notes will be 4.30%, and the interest rate
on the New 2045 Notes will be 4.35%. The yield on the New 2042 Notes will be
4.354% and the New Issue Price of the New 2042 Notes will be $99.101, which
has been determined by reference to the bid-side yield on the designated
benchmark security, the 2.750% U.S. Treasury Notes due August 15, 2042, as of
the Pricing Time, which was 2.784%. The yield on the New 2045 Notes will be
4.354% and the New Issue Price of the New 2045 Notes will be $99.931, which
has been determined by reference to the bid-side yield on the designated
benchmark security, the 2.750% U.S. Treasury Notes due August 15, 2042, as of
the Pricing Time, which was 2.784%.

For each $1,000 principal amount of Old Notes tendered (and not validly
withdrawn) and accepted by AT&T, Eligible Holders of such Old Notes will
receive a cash payment as set forth in the following table for accrued and
unpaid interest on the applicable series of Old Notes up to but not including
the settlement date as well as a cash payment for amounts due in lieu of
fractional amounts of New Notes:

                                                                   
                                                              Accrued and
Title of Security          Issuer                        Unpaid
                                                              Interest
7.12% Debentures due       BellSouth                     $30.06
2097                         Corporation
                             BellSouth
7.0% Notes due 2095        Telecommunications,           $3.11
                             LLC^(2)
6.65% Zero-to-Full           BellSouth
Debentures due 2095        Telecommunications,           $0.00
                             LLC^(2)
7.875% Notes, due 2030     BellSouth Corporation^(1)     $26.69
6.875% Notes, due 2031     BellSouth Corporation         $11.84
6.550% Notes, due 2034     BellSouth Corporation         $0.36
6.00% Notes, due 2034      BellSouth Corporation         $5.33
6.450% Global Notes due    AT&T Inc.                     $0.36
2034
6.150% Global Notes due    AT&T Inc.                     $15.72
2034
8.00% Notes, due 2031      AT&T Corp.                    $7.11
8.750% Notes, due 2031     New Cingular Wireless         $25.76
                             Services, Inc.
7.125% Senior Notes, due   AT&T Mobility LLC^(3)         $0.40
2031
6.800% Notes, due 2036     AT&T Inc.                     $6.04
6.40% Global Notes due     AT&T Inc.                     $5.69
2038
6.500% Global Notes due    AT&T Inc.                     $19.14
2037
6.30% Global Notes due     AT&T Inc.                     $26.60
2038
6.550% Global Notes due    AT&T Inc.                     $22.20
2039

The Exchange Offers are being conducted upon the terms and subject to the
conditions set forth in the Offering Memorandum 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 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.

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
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.

Contact:

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