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REG - AT & T Inc. - 3Q16 10-Q <Origin Href="QuoteRef">T.N</Origin> - Part 8

- Part 8: For the preceding part double click  ID:nRSQ5061Pg 

agency or entity or making
other disclosures that are protected under the whistleblower provisions of federal or state law or regulation.  Mr. Cicconi
further agrees not to use any such Trade Secrets or Confidential Information for his personal benefit or for the benefit of
any third party.  This restriction shall apply indefinitely as long as the document or information exists as a Trade Secret
or Confidential Information. 
 
2 
 
On or before his retirement, Mr. Cicconi shall return to AT&T or an AT&T subsidiary all of AT&T's (and its subsidiaries')
documents (and all copies thereof), and other property of AT&T and its subsidiaries that are in Mr. Cicconi's possession,
including, but not limited to, AT&T's (and its subsidiaries') files, notes, drawings, records, business plans and
forecasts, financial information, specifications, all product specifications, customer identity information, product
development information, source code information, object code information, tangible property (including, but not limited
to, computers), intellectual property, credit cards, entry cards, and keys; and, any materials of any kind which contain or
embody Trade Secrets or Confidential Information (and all reproductions thereof), including, without limitation, any such
documents and other property in electronic form, or any computer or data storage device.  Mr. Cicconi shall not retain or
provide to anyone else any copies, summaries, abstracts, descriptions, compilation, or other representations of such
information or things or their contents. 
 
"Trade Secret" means information proprietary to AT&T or any AT&T subsidiary including, but not limited to, technical or
non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process,
financial data, financial plans, product plans, marketing plans, pricing plans, advertising and sponsorship plans, product
development analyses or plans, any plans involving the combination of AT&T's or its subsidiaries' products or services, or
pricing of such products or services, offered or to be offered by or in conjunction with AT&T or any subsidiary of AT&T, or
lists of actual or potential customers or suppliers which:  (1) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its
secrecy. 
 
"Confidential Information" means this Agreement and the Release and Waiver contained herein and any data or information,
other than Trade Secrets, that is competitively sensitive to AT&T or an AT&T subsidiary and not generally known by the
public.  To the extent consistent with the foregoing definition, Confidential Information includes, without limitation: 
(1) the sales records, profit and performance records, pricing manuals, sales manuals, training manuals, selling and
pricing procedures, and financing methods of AT&T or any AT&T subsidiary, (2) customer lists, the special demands of
particular customers, and the current and anticipated requirements of customers for the products and services of AT&T or
any AT&T subsidiary, (3) the specifications of any new products or services under development by AT&T or any AT&T
subsidiary, (4) the sources of supply for integrated components and materials used for production, assembly, and packaging
by AT&T or any AT&T subsidiary, and the quality, prices, and usage of those components and materials, and (5) the business
plans, marketing strategies, promotional and advertising strategies, branding strategies, and internal financial statements
and projections of AT&T or any AT&T subsidiary. 
 
3 
 
Notwithstanding the definitions of Trade Secrets and Confidential Information set forth above, Trade Secrets and
Confidential Information shall not include any information: (1) that is or becomes generally known to the public, (2) that
is developed by Mr. Cicconi after his retirement through his entirely independent efforts without use of any Trade Secret
or Confidential Information, (3) that Mr. Cicconi obtains from an independent source having a bona fide right to use and
disclose such information, (4) that is required to be disclosed by subpoena, law, or similar legislative, judicial, or
administrative requirement; provided, however, Mr. Cicconi will notify Company upon receipt of any such subpoena or similar
request and give Company a reasonable opportunity to contest or otherwise oppose the subpoena or similar request, or (5)
that AT&T approves for unrestricted release by express authorization of a duly authorized officer. 
 
It is hereby agreed that Mr. Cicconi may represent himself as a former employee or retiree of Company or AT&T; but
otherwise he agrees that he will not make, nor cause to be made any public statements, disclosures or publications which
relate in any way, directly or indirectly to his cessation of employment with Company without prior written approval by
Company.  Mr. Cicconi also agrees that he will not make, nor cause to be made any public statements, disclosures or
publications which portray unfavorably, reflect adversely on, or are derogatory or inimical to the best interests of AT&T,
its subsidiaries, or their respective directors, officers, employees or agents, past, present or future. 
 
7. Mr. Cicconi agrees that he shall not, during the twenty-four (24) months immediately following his retirement, without
obtaining the written consent of Company in advance, participate in activities that constitute Engaging in Competition with
AT&T or Engaging in Conduct Disloyal to AT&T, as those terms are defined below. 
 
 a.  "Engaging in Competition with AT&T" means engaging in any business or activity in all or any portion of the same geographical market where the same or substantially similar business or activity is being carried on by an Employer Business.  "Engaging in    
     Competition with AT&T" shall not include owning a nonsubstantial publicly traded interest as a shareholder in a business that competes with an Employer Business.  "Engaging in Competition with AT&T" shall include representing or providing consulting       
     services to, or being an employee or director of, any person or entity that is engaged in competition with any Employer Business or that takes a position adverse to any Employer Business.                                                                     
 
 
 b.  "Engaging in Conduct Disloyal to AT&T" means (i) soliciting for employment or hire, whether as an employee or as an independent contractor, any person employed by AT&T or its subsidiaries during the one (1) year prior to Mr. Cicconi's retirement, whether  
     or not acceptance of such position would constitute a breach of such person's contractual obligations to AT&T or its subsidiaries; (ii) soliciting, encouraging, or inducing any vendor or supplier with which Mr. Cicconi had business contact on behalf of any 
     Employer Business during the two (2) years prior to Mr. Cicconi's retirement, to terminate, discontinue, renegotiate, reduce, or otherwise cease or modify its relationship with AT&T or any AT&T subsidiary; or (iii) soliciting, encouraging, or inducing any 
     AT&T or AT&T subsidiary customer or active prospective customer, in each case, with respect to whom Mr. Cicconi had business contact, whether in person or by other media ("Customer"), on behalf of any Employer Business during the two (2) years prior to Mr. 
     Cicconi's retirement, to terminate, discontinue, renegotiate, reduce, or otherwise cease or modify its relationship with any Employer Business, or to purchase competing goods or services from a business competing with any Employer Business, or accepting or 
     servicing business from such Customer on behalf of himself or any other business.                                                                                                                                                                               
 
 
4 
 
 c.  "Employer Business" shall mean AT&T, any subsidiary of AT&T, or any business in which AT&T or an AT&T subsidiary has a substantial ownership or joint venture interest.  
 
 
Mr. Cicconi acknowledges that the business of AT&T and its subsidiaries is global in scope and that the geographic and
temporal limitations set forth in this Section are therefore reasonable. 
 
Mr. Cicconi may submit a description of any proposed activity in writing to Company (attn:  Vice President - Executive
Compensation), and Company shall advise Mr. Cicconi, in writing, within (15) fifteen business days whether such proposed
activity would constitute a breach of the provisions of this Section. 
 
8. Mr. Cicconi acknowledges and agrees that Company would be unwilling to provide the consideration provided pursuant to
this Agreement and the Release and Waiver contained herein but for the confidentiality, non-solicitation, and non-compete
conditions and covenants set forth in Sections 6 and 7, and that these conditions and covenants are a material inducement
to AT&T's willingness to enter into this Agreement.  Accordingly, Mr. Cicconi shall return to Company any consideration
received pursuant to this Agreement and the Release and Waiver contained herein, for any breach by Mr. Cicconi of the
provisions of Section 6 or 7 hereof, or of the Release and Waiver contained herein.  Further, Mr. Cicconi recognizes that
any breach by him of the provisions in Sections 6 or 7 would cause irreparable injury to Company such that monetary damages
would not provide an adequate or complete remedy.  Accordingly, in the event of Mr. Cicconi's actual or threatened breach
of the provisions of Section 6 or 7, Company, in addition to all other rights under law or this Agreement, shall be
entitled to an injunction restraining Mr. Cicconi from breaching these provisions and to recover from Mr. Cicconi its
reasonable attorneys' fees and costs incurred in obtaining such remedies. 
 
9. It is hereby specifically agreed that Mr. Cicconi shall maintain the confidentiality of the terms of this Agreement and
the Release and Waiver contained herein and that he shall not, except as necessary for performance of the terms hereof or
as specifically required by law, disclose the existence of this Agreement and the Release and Waiver contained herein or
any of its terms to third persons without the express consent of Company; provided, however, Mr. Cicconi may disclose the
existence of this Agreement and the Release and Waiver contained herein or any of its terms to any member of his immediate
family, his financial advisor, and/or his attorney, but only after making such individuals aware of the non-disclosure
requirements with respect to such information.  Mr. Cicconi hereby specifically agrees to secure from those persons to whom
he makes such disclosure, their agreement to maintain the confidentiality of such disclosed information. 
 
10. Mr. Cicconi declares that his decision to execute this Agreement and the Release and Waiver contained herein has not
been influenced by any declarations or representations by Company, AT&T, or any AT&T subsidiary, other than the contractual
agreements and consideration expressly stated herein. 
 
5 
 
Company has expressly advised Mr. Cicconi to seek personal legal advice prior to executing this Agreement and the Release
and Waiver contained herein, and Mr. Cicconi, by his signature below, hereby expressly acknowledges that he was given at
least twenty one (21) days in which to seek such advice and decide whether or not to enter into and execute the Release and
Waiver contained herein.  The parties agree that any changes to this Agreement or to the Release and Waiver contained
herein made after the initial draft of this Agreement and Release and Waiver of Claims is presented to Mr. Cicconi, whether
material or immaterial, do not restart the running of said twenty-one (21) day period. 
 
Mr. Cicconi may revoke this Agreement and the Release and Waiver contained herein within seven (7) days of his execution of
the Release and Waiver contained herein by giving notice, in writing, by certified mail, return receipt requested to
Company at the address specified below.  Proof of such mailing within said seven (7) day period shall suffice to establish
revocation pursuant to this Section.  In the event of any such revocation, this entire Agreement and the Release and Waiver
contained herein shall be null and void, and unenforceable by either party. 
 
11. Any notice required hereunder to be given by either party must be in writing and will be deemed effectively given upon
personal delivery to the party to be notified, or five (5) days after deposit with the United States Post Office by
certified mail, postage prepaid, to the other party at the addresses noted in the signature block of this Agreement. 
 
12. The parties agree that any conflicts relating to this Agreement and the Release and Waiver contained herein, including
choice of law and venue with respect to any such conflict, shall be determined as provided in that certain Management
Arbitration Agreement to the extent agreed to by and between Mr. Cicconi and Company (the "Management Arbitration
Agreement").  If the Management Arbitration Agreement is inapplicable, the validity, interpretation, construction and
performance of this Agreement and the Release and Waiver contained herein shall be governed by the laws of the State of
Texas excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation
of this Agreement and the Release and Waiver contained herein to the substantive law of another jurisdiction, and to
achieve certainty regarding the appropriate forum in which to prosecute and defend actions arising out of or relating to
this Agreement, which the parties agree is a material condition of entering into this Agreement, the parties agree and
acknowledge that (a) the sole and exclusive venue for any such action shall be an appropriate federal or state court in
Dallas County, Texas, and no other, (b) all claims with respect to any such action shall be heard and determined
exclusively in such Dallas County, Texas court, and no other, (c) such Dallas County, Texas court shall have sole and
exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating hereto, and (d)
that the parties waive any and all objections and defenses to bringing any such action before such Dallas County, Texas
court, including but not limited to those relating to lack of personal jurisdiction, improper venue or  forum non
conveniens . 
 
13. The terms and conditions contained in this Agreement that by their sense and context are intended to survive the
termination or completion of performance of obligations by either or both parties under this Agreement shall so survive. 
 
6 
 
14. This Agreement and the Release and Waiver contained herein shall not be modified or amended except pursuant to an
instrument in writing executed and delivered on behalf of each of the parties hereto. 
 
15. This Agreement and the Release and Waiver contained herein, and, to the extent agreed by Mr. Cicconi and Company, the
Management Arbitration Agreement, constitute the entire agreement and supersede all other prior agreements and
understandings, both written and oral, between the parties with respect to the subject matter hereof, except that neither
this Agreement nor the Management Arbitration Agreement (to the extent applicable) shall be deemed to supersede or cancel
any obligations applicable to Mr. Cicconi under any AT&T or AT&T subsidiary sponsored deferred compensation plan, equity
award plan, fringe benefit program, or any other AT&T or AT&T subsidiary sponsored benefit plan as to which Mr. Cicconi is
a participant immediately preceding his retirement. 
 
16. In the event any provision of this Agreement or the Release and Waiver contained herein is held invalid, void, or
unenforceable, the same shall not affect in any respect whatsoever the validity of any other provision of this Agreement or
said Release and Waiver, except that should said Release and Waiver be held to be invalid as applicable to and as asserted
by Mr. Cicconi with regard to any claim or dispute covered thereunder, or should any part of the provisions of Sections 6,
7, or 8 of this Agreement be held invalid, void, or unenforceable as applicable to and as asserted by Mr. Cicconi, this
Agreement and the Release and Waiver contained herein, at Company's option, may be declared by Company null and void.  If
this Agreement and the Release and Waiver contained herein are declared null and void by Company pursuant to the provisions
of this Section, Mr. Cicconi shall return to Company all consideration previously received pursuant to this Agreement and
the Release and Waiver contained herein. 
 
17. This Agreement and the Release and Waiver contained herein shall inure to the benefit of and be binding upon, Company,
its successors and assigns, and Mr. Cicconi and his beneficiaries, whether under the various employee benefit programs or
otherwise. 
 
(The remainder of this page is intentionally left blank) 
 
7 
 
18. This Agreement and the Release and Waiver contained herein shall be and hereby are declared to be null and void in the
event that Mr. Cicconi does not retire from Company on or before the close of business on September 30, 2016. All payments
and other consideration to be provided to Mr. Cicconi by Company are contingent upon Mr. Cicconi's retirement actually
becoming effective on or before the close of business on September 30, 2016, and are further contingent upon Mr. Cicconi's
execution of this Agreement no later than September 30, 2016 and the Release and Waiver contained herein on September 30,
2016, and not revoking either this Agreement or the Release and Waiver contained herein. 
 
 AT&T Services, Inc. 208 South Akard Street Room 412 Dallas, TX  75202                                                                                  By: William A. Blase, Jr.Title:            Senior Executive Vice President-      Human Resources Date:    James Cicconi891 Alvermar Ridge Dr.McLean, VA 22102                                                       James Cicconi   Date:    
 
 
8 
 
RELEASE AND WAIVER 
 
I, James Cicconi, hereby fully waive and forever release and discharge Company, AT&T, any and all other subsidiaries of
Company and of AT&T, their officers, directors, agents, servants, employees, successors and assigns and any and all
employee benefit plans maintained by AT&T or any subsidiary thereof and/or any and all fiduciaries of any such plan from
any and all common law and/or statutory claims, causes of action or suits of any kind whatsoever arising from or in
connection with my past employment by Company (and any AT&T subsidiary to the extent applicable) and/or my separation
therefrom, including but not limited to claims, actions, causes of action or suits of any kind allegedly arising under the
Employee Retirement Income Security Act (ERISA), as amended, 29 USC §§ 1001 et seq.; the Rehabilitation Act of 1973, as
amended, 29 USC §§ 701 et seq.; the Civil Rights Acts of 1866 and 1870, as amended, 42 USC §§ 1981, 1982 and 1988; the
Civil Rights Act of 1871, as amended, 42 USC §§ 1983 and 1985; the Civil Rights Act of 1964, as amended, 42 USC § 2000d et
seq.; the Americans With Disabilities Act, as amended, 42 USC §§ 12101 et seq., and the Age Discrimination in Employment
Act of 1967 (ADEA), as amended, 29 USC §§ 621 et seq., the Family and Medical Leave Act; the Fair Credit Reporting Act,
known and unknown.  Notwithstanding the foregoing, nothing herein is intended to release claims that cannot be released as
a matter of law, including, by way of example, filing a charge of discrimination with the EEOC or testifying, assisting, or
participating in an investigation, hearing, or proceeding conducted by the EEOC.  In addition, I, Mr. Cicconi, agree not to
file any lawsuit or other claim seeking monetary damage or other relief in any state or federal court or with any
administrative agency (except as provided in the Agreement delivered by Company contemporaneously with this Release and
Waiver (the "Agreement")) against any of the aforementioned parties in connection with or relating to any of the
aforementioned matters.  Provided, however, by executing this Release and Waiver, I, James Cicconi, do not waive rights or
claims that may arise after the date of execution; provided further, however, this Release and Waiver shall not affect my
right to receive or enforce through litigation, any indemnification rights to which I am entitled as a result of my past
employment by Company and, if applicable, any subsidiary of AT&T, or contract rights pursuant to the Agreement and Release
and Waiver of Claims entered into substantially contemporaneously herewith; and, provided further, this Release and Waiver
shall not affect the ordinary distribution of benefits/entitlements, if any, to which I am entitled upon termination from
Company; it being understood by me that said benefits/entitlements, if any, will be subject to and provided in accordance
with the terms and conditions of their respective governing plan and the Agreement. 
 
James Cicconi 
 
Dated:  September 30, 2016 
 
9 
 
                                                                                                                                                                                                       EXHIBIT 12               
 AT&T INC.                                                                                    
 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES                                           
 Dollars in Millions                                                                          
                                                                                              
                                                                           Nine Months Ended                                                 
                                                                           September 30,                 Year Ended December 31,             
                                                              (Unaudited)                             
                                                                           2016                          2015                                2015       2014         2013             2012             2011                     
 Earnings:                                                                                                                                                                                                                      
 Income from continuing operations before income taxes                     $                  16,621                              $  14,385          $  20,692       $     10,355           $  28,050                $  10,496       $  6,998          
 Equity in net income of affiliates included above                                            (57     )                              (48     )          (79     )          (175    )           (642    )                (752    )       (784    )      
 Fixed charges                                                                                5,465                                  4,834              6,592              5,295               5,452                    4,876           4,835          
 Distributed income of equity affiliates                                                      35                                     12                 30                 148                 318                      137             161            
 Interest capitalized                                                                         (669    )                              (566    )          (797    )          (234    )           (284    )                (263    )       (162    )      
                                                                                                                                                                                                                                                       
 Earnings, as adjusted                                                     $                  21,395                              $  18,617          $  26,438       $     15,389           $  32,894                $  14,494       $  11,048         
                                                                                                                                                                                                                                                       
 Fixed Charges:                                                                                                                                                                                                                                        
 Interest expense                                                          $                  3,689                               $  2,977           $  4,120        $     3,613            $  3,940                 $  3,444        $  3,535          
 Interest capitalized                                                                         669                                    566                797                234                 284                      263             162            
 Portion of rental expense representative of interest factor                                  1,107                                  1,291              1,675              1,448               1,228                    1,169           1,138          
                                                                                                                                                                                                                                                       
 Fixed Charges                                                             $                  5,465                               $  4,834           $  6,592        $     5,295            $  5,452                 $  4,876        $  4,835          
                                                                                                                                                                                                                                                       
 Ratio of Earnings to Fixed Charges                                                           3.91                                   3.85               4.01               2.91                6.03                     2.97            2.29           
                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                           
 
 
CERTIFICATION 
 
I, Randall Stephenson, certify that: 
 
 1.  I have reviewed this report on Form 10-Q of AT&T Inc.;         
 
 
 2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  
 
 
 3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  
 
 
 4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  
 
 
 a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  
 
 
 b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;  
 
 
 c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  
 
 
 d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  
 
 
 5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  
 
 
 a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and  
 
 
 b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.  
 
 
Date: November 3, 2016 
 
/s/ Randall Stephenson 
 
Randall Stephenson 
 
Chairman of the Board, 
 
Chief Executive Officer and President 
 
CERTIFICATION 
 
I, John J. Stephens, certify that: 
 
 1.  I have reviewed this report on Form 10-Q of AT&T Inc.;         
 
 
 2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  
 
 
 3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  
 
 
 4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  
 
 
 a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  
 
 
 b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;  
 
 
 c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  
 
 
 d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  
 
 
 5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  
 
 
 a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and  
 
 
 b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.  
 
 
Date: November 3, 2016 
 
/s/ John J. Stephens 
 
John J. Stephens 
 
Senior Executive Vice President 
 
and Chief Financial Officer 
 
Certification of Periodic Financial Reports 
 
Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of AT&T Inc. (the "Company") hereby certifies that the
Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2016 (the "Report") fully complies with
the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that information
contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company. 
 
 November 3, 2016    November 3, 2016  
 
 
       
 
 
 By:     /s/ Randall Stephenson           Randall Stephenson           Chairman of the Board, Chief Executive Officer                 and President    By:     /s/ John J. Stephens           John J. Stephens           Senior Executive Vice President                and Chief Financial Officer  
 
 
       
 
 
     
 
 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of
the Report or as a separate disclosure document. This certification shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to liability under that section. This
certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the
Exchange Act except to the extent this Exhibit 32 is expressly and specifically incorporated by reference in any such
filing. 
 
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to AT&T Inc. and will be retained by AT&T Inc. and furnished to the Securities
and Exchange Commission or its staff upon request. 
 
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