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AT&T Inc. Announces The Reference UST Security Yield For Its Exchange Offers And Pricing Terms With Respect To Pool 3 Offer

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For each $1,000 principal amount of Old Notes tendered (and not validly withdrawn) and accepted by AT&T, Eligible Holders of such Old Notes will receive a cash payment as set forth in the following table for accrued and unpaid interest on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:

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

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.

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