AT&T INC. — Capital/Financing Update 2010

Jul 28, 2010

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Filed Pursuant to Rule 433 Registration No. 333-165543

Final Term Sheet July 27, 2010

$2,250,000,000

AT&T Inc. 2.500% GLOBAL NOTES DUE 2015

ISSUER:	AT&T Inc.
TITLE OF SECURITIES:	2.500% Global Notes due 2015 (the “Notes”)
TRADE DATE:	July 27, 2010
SETTLEMENT DATE (T+3):	July 30, 2010
MATURITY DATE:	August 15, 2015, at par.
AGGREGATE PRINCIPAL AMOUNT OFFERED:	$2,250,000,000
PRICE TO PUBLIC (ISSUE PRICE):	99.694%
GROSS SPREAD:	0.350%
PRICE TO AT&T INC.:	99.344%
NET PROCEEDS:	$2,235,240,000
UNDERWRITERS’ REIMBURSEMENT
OF AT&T INC.’S EXPENSES:	Underwriters to reimburse $300,000 of AT&T
Inc.’s expenses
USE OF PROCEEDS:	General corporate purposes
INTEREST RATE:	2.500% per annum
INTEREST PAYMENT DATES:	Semi-annually on each
February 15
and August 15, commencing on
February 15, 2011
DENOMINATIONS:	Minimum of $2,000 and integral multiples of
$1,000 thereafter

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| OPTIONAL REDEMPTION: | At any time in whole, or from time to time in
part, at a make-whole call equal to the
greater of (i) 100% of the principal amount
of the Notes to be redeemed or (ii) the sum
of the present values of the remaining
scheduled payments of principal and interest
discounted to the redemption date, on a
semiannual basis (assuming a 360-day year
consisting of twelve 30-day months), at a
rate equal to the sum of the Treasury Rate
plus 15
basis points for the Notes, plus in
each of clauses (i) and (ii) accrued and
unpaid interest on the Notes to be redeemed
to the date of redemption. |
| --- | --- |
| INDENTURE AND RANKING: | The Notes will be issued under an indenture,
dated as of November 1, 1994, between AT&T
Inc. and The Bank of New York Mellon, as
trustee. The Notes will be AT&T Inc.’s
unsecured and unsubordinated obligations and
will rank pari passu with all other
indebtedness issued under the indenture. |
| RATINGS: | Moody’s: A2
(Negative), S&P: A (Negative),
Fitch: A (Stable) |
| | AT&T Inc. has been informed by Standard & Poor’s Ratings Services that it has decided to place AT&T Inc. on credit
watch (negative). |
| JOINT BOOKRUNNERS: | J.P. Morgan Securities Inc. RBS Securities Inc. UBS Securities LLC |
| CUSIP NUMBER: | 00206R AV4 |
| ISIN NUMBER: | US00206RAV42 |

ALLOCATION:

Underwriters	Principal Amount — of Notes
J.P. Morgan Securities Inc.	U.S.$	562,500,000
RBS Securities Inc.		562,500,000
UBS Securities LLC		562,500,000
Goldman, Sachs & Co.		180,000,000
Wells Fargo Securities, LLC		180,000,000
Blaylock Robert Van, LLC		67,500,000
Lebenthal & Co., LLC		67,500,000
Samuel A. Ramirez & Company, Inc.		67,500,000
Total	U.S.$	2,250,000,000

REFERENCE DOCUMENT: Prospectus Supplement, dated July 27, 2010; Prospectus, dated March 18, 2010.

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THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING J.P. MORGAN SECURITIES INC. COLLECT AT 1-212-834-4533, RBS SECURITIES INC. TOLL FREE AT 1-866-884-2071 OR UBS SECURITIES LLC TOLL FREE AT 1-800-877-827-6444, EXT. 561-3884.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. A SECURITIES RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE REVISED OR WITHDRAWN AT ANY TIME.

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