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REG - AT & T Inc. - Annual Financial Report 2016 10-K <Origin Href="QuoteRef">T.N</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSG7837Ya 

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distributor services and equipment; availability of new spectrum, on fair and
balanced terms; and wireless and satellite license awards and renewals. 
 
·      The final outcome of state and federal legislative efforts involving
issues that are important to our business, including deregulation of IP-based
services, relief from Carrier of Last Resort obligations and elimination of
state commission review of the withdrawal of services. 
 
·      Enactment of additional state, local, federal and/or foreign regulatory
and tax laws and regulations, or changes to existing standards and actions by
tax agencies and judicial authorities including the resolution of disputes
with any taxing jurisdictions, pertaining to our subsidiaries and foreign
investments, including laws and regulations that reduce our incentive to
invest in our networks, resulting in lower revenue growth and/or higher
operating costs. 
 
·      Our ability to absorb revenue losses caused by increasing competition,
including offerings that use alternative technologies or delivery methods
(e.g., cable, wireless, VoIP and over-the-top video service) and our ability
to maintain capital expenditures. 
 
·      The extent of competition including from governmental networks and
other providers and the resulting pressure on customer and access line totals
and segment operating margins. 
 
·      Our ability to develop attractive and profitable product/service
offerings to offset increasing competition. 
 
·      The ability of our competitors to offer product/service offerings at
lower prices due to lower cost structures and regulatory and legislative
actions adverse to us, including state regulatory proceedings relating to
unbundled network elements and non-regulation of comparable alternative
technologies (e.g., VoIP). 
 
·      The continued development and delivery of attractive and profitable
video offerings through satellite and IP-based networks; the extent to which
regulatory and build-out requirements apply to our offerings; and the
availability, cost and/or reliability of the various technologies and/or
content required to provide such offerings. 
 
·      Our continued ability to maintain margins, attract and offer a diverse
portfolio of wireless service and devices and device financing plans. 
 
·      The availability and cost of additional wireless spectrum and
regulations and conditions relating to spectrum use, licensing, obtaining
additional spectrum, technical standards and deployment and usage, including
network management rules. 
 
·      Our ability to manage growth in wireless video and data services,
including network quality and acquisition of adequate spectrum at reasonable
costs and terms. 
 
·      The outcome of pending, threatened or potential litigation (which
includes arbitrations), including, without limitation, patent and product
safety claims by or against third parties. 
 
·      The impact from major equipment failures on our networks, including
satellites operated by DIRECTV; the effect of security breaches related to the
network or customer information; our inability to obtain handsets,
equipment/software or have handsets, equipment/software serviced in a timely
and cost-effective manner from suppliers; and in the case of satellites
launched, timely provisioning of services from vendors; or severe weather
conditions, natural disasters, pandemics, energy shortages, wars or terrorist
attacks. 
 
·      The issuance by the Financial Accounting Standards Board or other
accounting oversight bodies of new accounting standards or changes to existing
standards. 
 
·      Our ability to integrate our acquisition of DIRECTV. 
 
·      Our ability to close our pending acquisition of Time Warner Inc. and
successfully integrate its operations. 
 
·      Our ability to adequately fund our wireless operations, including
payment for additional spectrum, network upgrades and technological
advancements. 
 
·      Our increased exposure to video competition and foreign economies due
to our recent acquisitions of DIRECTV and Mexican wireless properties,
including foreign exchange fluctuations as well as regulatory and political
uncertainty. 
 
·      Changes in our corporate strategies, such as changing network-related
requirements or acquisitions and dispositions, which may require significant
amounts of cash or stock, to respond to competition and regulatory,
legislative and technological developments. 
 
·      The uncertainty surrounding further congressional action to address
spending reductions, which may result in a significant decrease in government
spending and reluctance of businesses and consumers to spend in general. 
 
·      The uncertainty and impact of anticipated regulatory and corporate tax
reform, which may impact the overall economy and incentives for business
investments. 
 
Readers are cautioned that other factors discussed in this report, although
not enumerated here, also could materially affect our future earnings. 
 
ITEM 2. PROPERTIES 
 
Our properties do not lend themselves to description by character and location
of principal units. At December 31, 2016, central office equipment represented
29%; outside plant (including cable, wiring and other non-central office
network equipment) represented approximately 25%; satellites represented 1%;
other equipment, comprised principally of wireless network equipment attached
to towers, furniture and office equipment and vehicles and other work
equipment, represented 27%; land, building and wireless communications towers
represented 12%; and other miscellaneous property represented 6%. 
 
Substantially all of the installations of central office equipment are located
in buildings and on land we own. Many garages, administrative and business
offices, wireless towers, telephone centers and retail stores are leased.
Property on which communication towers are located may be either owned or
leased. 
 
ITEM 3. LEGAL PROCEEDINGS 
 
We are a party to numerous lawsuits, regulatory proceedings and other matters
arising in the ordinary course of business. As of the date of this report, we
do not believe any pending legal proceedings to which we or our subsidiaries
are subject are required to be disclosed as material legal proceedings
pursuant to this item. 
 
We are subject from time to time to judicial and administrative proceedings
brought by various governmental authorities under federal, state or local
environmental laws. We are required to discuss three of these proceedings in
our Forms 10-Q and 10-K, because each could result in monetary sanctions
(exclusive of interest and costs) of $100,000 or more. However, we do not
believe that any of them currently pending will have a material adverse effect
on our results of operations. 
 
(a)   Waste Disposal Inquiry Involving DIRECTV  In August 2012, a unit
organized by the California Attorney General and the District Attorney for
Alameda County, California notified DIRECTV that the unit was examining
allegations that DIRECTV had failed to properly manage, store, transport and
dispose of Hazardous and Universal Waste in accordance with the California
Health & Safety Code. No litigation has been filed. DIRECTV is cooperating
with the unit and is seeking to resolve all claims. A monetary settlement has
been proposed and agreed to in principle by DIRECTV in an amount that is not
material.  Negotiation of final terms is proceeding. 
 
(b)   San Diego County Inquiry Involving Cricket Communications, Inc.  In
February 2014, the San Diego County Air Pollution Control District began
inquiring into alleged violations of California regulations governing removal,
handling and disposal of asbestos containing materials arising from an
independent dealer's demolition and construction activity in preparation to
install upgraded point of purchase and fixtures in accordance with Cricket
Dealer Guidelines. While the independent dealer was in sole control of
contractors performing the work at issue, the County has focused on Cricket
Communications dealer agreement terms and interactions with the independent
dealer as a basis for asserting direct liability against Cricket
Communications, Inc. After discussions, in November 2015, the County issued a
penalty demand in excess of $100,000. In October 2016, we reached a monetary
settlement with the County of this matter for an immaterial amount. 
 
(c)   South Coast Air Quality  In January 2016, AT&T Mobility received an
offer to enter into an administrative settlement with California's South Coast
Air Quality Management District associated with a Notice of Violation (NOV)
received in 2015. The 2015 NOV alleged violations of local environmental air
permitting and emissions rules issued by the District in connection with
operation of a back-up power generator system at one AT&T Mobility facility.
After discussions, the parties resolved the alleged violations without
admission of fault by AT&T Mobility for a payment of civil penalties in an
amount of less than $100,000. 
 
ITEM 4. MINE SAFETY DISCLOSURES 
 
Not applicable. 
 
 EXECUTIVE OFFICERS OF THE REGISTRANT  
 (As of February 1, 2017)              
 
 
 Name                   Age  Position                                                                                   Held Since  
                                                                                                                                    
 Randall L. Stephenson  56   Chairman of the Board, Chief Executive Officer    and President                            6/2007      
 F. Thaddeus Arroyo     53   Chief Executive Officer - Business Solutions and International                             1/2017      
 William A. Blase Jr.   61   Senior Executive Vice President - Human Resources                                          6/2007      
 John M. Donovan        56   Chief Strategy Officer and Group President - AT&T Technology   and Operations              2/2016      
 David S. Huntley       58   Senior Executive Vice President and Chief Compliance Officer                               12/2014     
 Lori M. Lee            51   Senior Executive Vice President and Global Marketing Officer                               4/2015      
 David R. McAtee II     48   Senior Executive Vice President and General Counsel                                        10/2015     
 Robert W. Quinn Jr.    56   Senior Executive Vice President - External and Legislative   Affairs, AT&T Services, Inc.  10/2016     
 John T. Stankey        54   Chief Executive Officer-AT&T Entertainment Group,   AT&T Services, Inc.                    7/2015      
 John J. Stephens       57   Senior Executive Vice President and Chief Financial Officer                                6/2011      
                                                                                                                                      
 
 
All of the above executive officers have held high-level managerial positions
with AT&T or its subsidiaries for more than the past five years. Executive
officers are not appointed to a fixed term of office. 
 
PART II 
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED 
 
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 
 
(a) Our common stock is listed on the New York Stock Exchange. The number of
stockholders of record as of December 31, 2016 and 2015 was 1,020,203 and
1,074,894. The number of stockholders of record as of February 10, 2017, was
1,015,975. We declared dividends, on a quarterly basis, totaling $1.93 per
share in 2016 and $1.89 per share in 2015. 
 
Other information required by this Item is included in the Annual Report under
the headings "Quarterly Financial Information" on page 83, "Selected Financial
and Operating Data" on page 10, and "Stock Trading Information" on the back
cover, which are incorporated herein by reference pursuant to General
Instruction G(2). 
 
(c) In July 2012, the Board of Directors approved an authorization to
repurchase 300 million shares, which we completed in May 2013. In March 2013,
our Board of Directors approved an authorization to repurchase up to an
additional 300 million shares of our common stock. In March 2014, our Board of
Directors approved another authorization to repurchase up to an additional 300
million shares of our common stock. For the year ended December 31, 2016, we
repurchased 11 million shares for distribution through our employee benefit
plans, totaling $444 million under the March 2013 authorization. For the year
ended December 31, 2015, we repurchased 8 million shares totaling $269 million
under the March 2013 authorization. The emphasis of our 2017 financing
activities will be the issuance of debt and the payment of dividends, subject
to approval by our Board of Directors, and the repayment of debt. 
 
To implement these authorizations, we used open market repurchase programs,
relying on Rule 10b5-1 of the Securities Exchange Act of 1934 where feasible. 
 
We will continue to fund any share repurchases through a combination of cash
from operations, borrowings dependent on market conditions, or cash from the
disposition of certain non-strategic investments. 
 
A summary of our repurchases of common stock during the fourth quarter of 2016
is as follows: 
 
 ISSUER PURCHASES OF EQUITY SECURITIES  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
 Period                                                                                                                                                                            (a)    Total Number of Shares (or Units) Purchased1,2,3     (b)     Average Price Paid Per Share (or Unit)     (c)  Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs1      (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under The Plans or Programs  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
 October 1, 2016 -October 31, 2016                                                                                                                                                 45,330                                                      $                                               -                                                                                                      -                                                                                                                               395,550,000  
 November 1, 2016 -November 30, 2016                                                                                                                                               1,841,719                                                                                                   -                                                                                                      -                                                                                                                               395,550,000  
 December 1, 2016 -December 31, 2016                                                                                                                                               528,674                                                                                                     -                                                                                                      -                                                                                                                               395,550,000  
 Total                                                                                                                                                                             2,415,723                                                   $                                               -                                                                                                      -                                                                                                                                            
  1                                     In March 2014, our Board of Directors approved an authorization to repurchase up to 300 million shares of our common                       
                                        stock. In March 2013, our Board of Directors approved an authorization to repurchase up to 300 million shares of our                       
                                        common stock. The authorizations have no expiration date.                                                                                  
  2                                     Of the shares purchased, 73,743 shares were acquired through the withholding of taxes on the vesting of restricted stock or                
                                        through the payment in stock of taxes on the exercise price of options.                                                                    
  3                                     Of the shares repurchased, 2,341,980 were acquired through reimbursements from the AT&T maintained Voluntary Employee Benefit Association  
                                        (VEBA) trusts or through litigation settlement.                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
 
 
ITEM 6. SELECTED FINANCIAL DATA 
 
Information required by this Item is included in the Annual Report under the
heading "Selected Financial and Operating Data" on page 10, which is
incorporated herein by reference pursuant to General Instruction G(2). 
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 
 
Information required by this Item is included in the Annual Report on pages 11
through 44, which is incorporated herein by reference pursuant to General
Instruction G(2). 
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 
 
Information required by this Item is included in the Annual Report under the
heading "Market Risk" on page 38, which is incorporated herein by reference
pursuant to General Instruction G(2). 
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 
 
Information required by this Item is included in the Annual Report on pages 45
through 83, which is incorporated herein by reference pursuant to General
Instruction G(2). 
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
 
AND FINANCIAL DISCLOSURE 
 
During our two most recent fiscal years, there has been no change in the
independent accountant engaged as the principal accountant to audit our
financial statements, and the independent accountant has not expressed
reliance on other independent accountants in its reports during such time
period. 
 
ITEM 9A. CONTROLS AND PROCEDURES 
 
Disclosure Controls and Procedures 
 
The registrant maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed by the registrant is
recorded, processed, summarized, accumulated and communicated to its
management, including its principal executive and principal financial
officers, to allow timely decisions regarding required disclosure, and
reported within the time periods specified in the SEC's rules and forms. The
Chief Executive Officer and Chief Financial Officer have performed an
evaluation of the effectiveness of the design and operation of the
registrant's disclosure controls and procedures as of December 31, 2016. Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the registrant's disclosure controls and procedures were
effective as of December 31, 2016. 
 
Internal Control Over Financial Reporting 
 
(a)  Management's Annual Report on Internal Control over Financial Reporting 
 
The management of AT&T is responsible for establishing and maintaining
adequate internal control over financial reporting. AT&T's internal control
system was designed to provide reasonable assurance as to the integrity and
reliability of the published financial statements. AT&T management assessed
the effectiveness of the company's internal control over financial reporting
as of December 31, 2016. In making this assessment, it used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control - Integrated Framework (2013 framework). Based on
its assessment, AT&T management believes that, as of December 31, 2016, the
Company's internal control over financial reporting is effective based on
those criteria. 
 
(b)  Attestation Report of the Independent Registered Public Accounting Firm 
 
The independent registered public accounting firm that audited the financial
statements included in the Annual Report containing the disclosure required by
this Item, Ernst & Young LLP, has issued an attestation report on the
Company's internal control over financial reporting. The attestation report
issued by Ernst & Young LLP is included in the Annual Report on page 85, which
is incorporated herein by reference pursuant to General Instruction G(2). 
 
ITEM 9B. Other Information 
 
There is no information that was required to be disclosed in a report on Form
8-K during the fourth quarter of 2016 but was not reported. 
 
PART III 
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 
 
Information regarding executive officers required by Item 401 of Regulation
S-K is furnished in a separate disclosure at the end of Part I of this report
since the registrant did not furnish such information in its definitive proxy
statement prepared in accordance with Schedule 14A. Information regarding
directors required by Item 401 of Regulation S-K is incorporated herein by
reference pursuant to General Instruction G(3) from the registrant's
definitive proxy statement, dated on or about March 10, 2017 (Proxy Statement)
under the heading "Management Proposal Item 1. Election of Directors." 
 
Information required by Item 405 of Regulation S-K is incorporated herein by
reference pursuant to General Instruction G(3) from the registrant's Proxy
Statement under the heading "Section 16(a) Beneficial Ownership Reporting
Compliance." 
 
The registrant has a separately-designated standing audit committee
established in accordance with Section 3(a)(58)(A) of the Securities Exchange
Act of 1934. The members of the committee are Messrs. Di Piazza, Jr. and
McCallister, and Mses. Taylor and Tyson. The additional information required
by Item 407(d)(5) of Regulation S-K is incorporated herein by reference
pursuant to General Instruction G(3) from the registrant's Proxy Statement
under the heading "Audit Committee." 
 
The registrant has adopted a code of ethics entitled "Code of Ethics" that
applies to the registrant's principal executive officer, principal financial
officer, principal accounting officer, or controller or persons performing
similar functions. The additional information required by Item 406 of
Regulation S-K is provided in this report under the heading "General" under
Part I, Item 1. Business. 
 
ITEM 11. EXECUTIVE COMPENSATION 
 
Information required by Item 402(k) of Regulation S-K is incorporated herein
by reference pursuant to General Instruction G(3) from the registrant's Proxy
Statement under the heading "Director Compensation." Information regarding
officers is included in the registrant's Proxy Statement on the pages
beginning with the heading "Compensation Discussion and Analysis" and ending
with, and including, the pages under the heading "Potential Payments upon
Change in Control" which are incorporated herein by reference pursuant to
General Instruction G(3). Information required by Item 407(e)(5) of Regulation
S-K is included in the registrant's Proxy Statement under the heading
"Compensation Committee Report" and is incorporated herein by reference
pursuant to General Instruction G(3) and shall be deemed furnished in this
Annual Report on Form 10-K and will not be deemed incorporated by reference
into any filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934. 
 
Information required by this Item is included in the registrant's Proxy
Statement, under the heading "Director Compensation," and the pages beginning
with the heading "Summary Compensation Table," and ending with, and including,
the page immediately before the heading "Cost of Proxy Solicitation" which are
incorporated herein by reference pursuant to General Instruction G(3). 
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
 
MANAGEMENT AND RELATED STOCKHOLDER MATTERS 
 
Information required by Item 403 of Regulation S-K is included in the
registrant's Proxy Statement under the heading "Common Stock Ownership," which
is incorporated herein by reference pursuant to General Instruction G(3). 
 
Equity Compensation Plan Information 
 
The following table provides information as of December 31, 2016, concerning
shares of AT&T common stock authorized for issuance under AT&T's existing
equity compensation plans. 
 
                                                             (a)             (b)     (c)              
 Equity compensation plans approved by security holders      38,989,880 (1)  29.46   129,216,883(2)   
 Equity compensation plans not approved by security holders  -               -       -                
 Total                                                       38,989,880 (3)  $29.46  129,216,883 (2)  
 
 
- 
 
- 
 
Total 
 
38,989,880 (3) 
 
$29.46 
 
129,216,883 (2) 
 
(1)   Includes stock to be issued in connection with the following stockholder
approved plans: (a) 5,684,800 stock options under the Stock Purchase and
Deferral Plan (SPDP), (b) 2,086,954 phantom stock units under the Stock
Savings Plan (SSP), 10,124,461 phantom stock units under the SPDP, 13,515
restricted stock units under the 2016 Incentive Plan, and 6,094,321 restricted
stock units under the 2011 Incentive Plan, and (c) 6,022 target number of
stock-settled performance shares under the 2016 Incentive Plan, and 12,690,355
target number of stock-settled performance shares under the 2011 Incentive
Plan. At payout, the target number of performance shares may be reduced to
zero or increased by up to 150%. Each phantom stock unit and performance share
is settleable in stock on a 1-to-1 basis. The weighted-average exercise price
in the table does not include outstanding performance shares or phantom stock
units. 
 
The SSP was approved by stockholders in 1994 and then was amended by the Board
of Directors in 2000 to increase the number of shares available for purchase
under the plan (including shares from the Company match and reinvested
dividend equivalents). Stockholder approval was not required for the
amendment. To the extent applicable, the amount shown for approved plans in
column (a), in addition to the above amounts, includes 2,289,453 phantom stock
units (computed on a first-in-first-out basis) that were approved by the Board
in 2000. Under the SSP, shares could be purchased with payroll deductions and
reinvested dividend equivalents by mid-level and above managers and limited
Company partial matching contributions. No new contributions may be made to
the plan. 
 
(2)   Includes 20,429,062 shares that remain available for future issuance
under the SPDP, 88,541,244 shares remaining under the 2011 Incentive Plan, and
up to 2,943,330 shares that may be purchased through reinvestment of dividends
on phantom shares held in the SSP. 
 
(3)   Does not include certain stock options issued by companies acquired by
AT&T that were converted into options to acquire AT&T stock. As of December
31, 2016, there were 640,749 shares of AT&T common stock subject to the
converted options, having a weighted-average exercise price of $19.34. Also,
does not include 3,570,683 outstanding phantom stock units that were issued by
companies acquired by AT&T that are convertible into stock on a 1-to-1 basis,
along with up to 120,227 shares that may be purchased with reinvested dividend
equivalents paid on the outstanding phantom stock units. No further phantom
stock units, other than reinvested dividends, may be issued under the assumed
plans. The weighted-average exercise price in the table does not include
outstanding performance shares or phantom stock units. 
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE 
 
Information required by Item 404 of Regulation S-K is included in the
registrant's Proxy Statement under the heading "Related Person Transactions
Disclosure," which is incorporated herein by reference pursuant to General
Instruction G(3). Information required by Item 407(a) of Regulation S-K is
included in the registrant's Proxy Statement under the heading "Director
Independence," which is incorporated herein by reference pursuant to General
Instruction G(3). 
 
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 
 
Information required by this Item is included in the registrant's Proxy
Statement under the heading "Principal Accountant Fees and Services," which is
incorporated herein by reference pursuant to General Instruction G(3). 
 
Part IV 
 
ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES 
 
(a) Documents filed as a part of the report: 
 
Page 
 
(1) Report of Independent Registered Public Accounting
Firm..................................................           * 
 
Financial Statements covered by Report of Independent Registered Public
Accounting Firm: 
 
Consolidated Statements of
Income....................................................................................
          * 
 
Consolidated Statements of Comprehensive
Income.......................................................           * 
 
Consolidated Balance
Sheets...............................................................................................
          * 
 
Consolidated Statements of Cash
Flows............................................................................
          * 
 
Consolidated Statements of Changes in Stockholders'
Equity.......................................           * 
 
Notes to Consolidated Financial
Statements.....................................................................
          * 
 
*  Incorporated herein by reference to the appropriate portions of the
registrant's Annual Report to Stockholders for the fiscal year ended December
31, 2016. (See Part II.) 
 
Page 
 
(2) Financial Statement Schedules: 
 
II - Valuation and Qualifying
Accounts..............................................................................
        23 
 
Financial statement schedules other than those listed above have been omitted
because the required information is contained in the financial statements and
notes thereto, or because such schedules are not required or applicable. 
 
(3) Exhibits: 
 
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto. Unless otherwise
indicated, all exhibits so incorporated are from File No. 1-8610. 
 
 Exhibit Number                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
 2               Agreement and Plan of Merger, dated as of October 22, 2016, among AT&T Inc., Time Warner Inc. and West Merger Sub, Inc. (Exhibit 10.1 to Form 8-K dated October 24, 2016.)                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
 3-a             Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on December 13, 2013. (Exhibit 3.1 to Form 8-K dated December 13, 2013.)                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
 3-b             Bylaws amended December 18, 2015. (Exhibit 3 to Form 8-K dated December 18, 2015.)                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
 4-a             No instrument which defines the rights of holders of long-term debt of the registrant and all of its consolidated subsidiaries is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(iii)(A), except for the instruments referred to in 4-b, 4-c, 4-d, 4-e, 4-f, 4-g, 4-h, 4-i, and 4-j below. Pursuant to this regulation, the registrant hereby agrees to furnish a copy of any such instrument not filed herewith to the SEC upon request.  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
 4-b             Guaranty of certain obligations of Pacific Bell Telephone Co. and Southwestern Bell Telephone Co. (Exhibit 4-c to Form 10-K for 2011.)                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
 
 
 4-c   Guaranty of certain obligations of Ameritech Capital Funding Corp., Indiana Bell Telephone Co. Inc., Michigan Bell Telephone Co., Pacific Bell Telephone Co., Southwestern Bell Telephone Company, Illinois Bell Telephone Company, The Ohio Bell Telephone Company, The Southern New England Telephone Company, Southern New England Telecommunications Corporation, and Wisconsin Bell, Inc.  (Exhibit 4-d to Form 10-K for 2011.)  
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 4-d   Guarantee of certain obligations of AT&T Corp. (Exhibit 4-e to Form 10-K for 2011.)                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 4-e   Indenture, dated as of May 15, 2013, between AT&T Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee. (Exhibit 4.1 to Form 8-K dated May 15, 2013.)                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 4-f   Indenture dated as of November 1, 1994 between SBC Communications Inc. and The Bank of New York, as Trustee. (Exhibit 4-h to Form 10-K for 2013.)                                                                                                                                                                                                                                                                                     
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 10-a  2016 Incentive Plan (Exhibit 10-a to Form 10-Q filed for March 31, 2016.)                                                                                                                                                                                                                                                                                                                                                             
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 10-b  2011 Incentive Plan, amended September 24, 2015. (Exhibit 10-a to Form 10-Q filed for September 30, 2015.)                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 10-c  Supplemental Life Insurance Plan, amended September 24, 2015. (Exhibit 10-e to Form 10-Q filed for September 30, 2015.)                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 10-d  Supplemental Retirement Income Plan, amended December 31, 2008. (Exhibit 10-e to Form 10-K for 2013.)                                                                                                                                                                                                                                                                                                                                 
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 10-e  2005 Supplemental Employee Retirement Plan, amended December 18, 2014. (Exhibit 10.1 to Form 8-K dated December 18, 2014.)                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 10-f  Senior Management Deferred Compensation Program of 1988 (effective for Units of Participation Having a Unit Start Date of January 1, 1988 or later) as amended through April 1, 2002. (Exhibit 10-g to Form 10-K for 2013.)                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 10-g  Salary and Incentive Award Deferral Plan, amended December 31, 2004. (Exhibit 10-k to Form 10-K for 2011.)                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 10-h  Stock Savings Plan, amended December 31, 2004. (Exhibit 10-l to Form 10-K for 2011.)                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                             
 10-i  Stock Purchase and Deferral Plan, amended September 24, 2015. (Exhibit 10-d to Form 10-Q filed for September 30, 2015.)                                                                                                                                                                                                                                                                                                               
 
 
 10-j  Cash Deferral Plan, amended September 24, 2015. (Exhibit 10-c to Form 10-Q filed for September 30, 2015.)                                                                                                       
                                                                                                                                                                                                                       
 10-k  Master Trust Agreement for AT&T Inc. Deferred Compensation Plans and Other Executive Benefit Plans and subsequent amendments dated August 1, 1995 and November 1, 1999. (Exhibit 10-dd to Form 10-K for 2009.)  
                                                                                                                                                                                                                       
 10-l  Officer Disability Plan, amended January 1, 2010. (Exhibit 10-i to Form 10-Q filed for June 30, 2009.)                                                                                                          
                                                                                                                                                                                                                       
 10-m  AT&T Inc. Health Plan, amended January 1, 2017. (Exhibit 10-a to Form 10-Q filed for September 30, 2016.)                                                                                                       
 10-n  Pension Benefit Makeup Plan No.1, amended December 31, 2016.                                                                                                                                                    
                                                                                                                                                                                                                       
 
 
 10-o        AT&T Inc. Equity Retention and Hedging Policy. (Exhibit 10.2 to Form 8-K dated December 15, 2011.)                                                                                                                        
                                                                                                                                                                                                                                       
 10-p        Administrative Plan, amended September 24, 2015.                                                                                                                                                                          
                                                                                                                                                                                                                                       
 10-q        AT&T Inc. Non-Employee Director Stock and Deferral Plan, amended September 25, 2015. (Exhibit 99.1 to Form 8-K dated September 25, 2015.)                                                                                 
                                                                                                                                                                                                                                       
 10-r        AT&T Inc. Non-Employee Director Stock Purchase Plan, dated June 27, 2008. (Exhibit 10-t to Form 10-K for 2013.)                                                                                                           
                                                                                                                                                                                                                                       
 10-s        Communications Concession Program for Directors, amended and restated February 1, 2013. (Exhibit 10-aa to Form 10-K for 2012.)                                                                                            
                                                                                                                                                                                                                                       
 10-t        Form of Indemnity Agreement, effective July 1, 1986, between SBC (now AT&T Inc.) and its directors and officers. (Exhibit 10-bb to Form 10-K for 2011.)                                                                   
                                                                                                                                                                                                                                       
 10-u        Transition Agreement by and between BellSouth Corporation and Rafael de la Vega, dated December 29, 2003.  (Exhibit 10-cc to Form 10-K for 2011.)                                                                         
                                                                                                                                                                                                                                       
 10-v        AT&T Corp. Executive Deferred Compensation Plan (formerly known as AT&T Corp. Senior Management Incentive Award Deferral Plan), amended and restated January 1, 2008. (Exhibit 10-aa to Form 10-K for 2013.)              
                                                                                                                                                                                                                                       
 10-w        Master Trust Agreement for AT&T Corp. Deferred Compensation Plans and Other Executive Benefit Plans, effective January 13, 1994. (Exhibit 10-nn to Form 10-K for 2011.)                                                   
                                                                                                                                                                                                                                       
 10-w(i)     First Amendment to Master Trust Agreement, effective December 23, 1997. (Exhibit 10-nn(i) to Form 10-K for 2011.)                                                                                                         
                                                                                                                                                                                                                                       
 10-x        AT&T Corp. Non-Qualified Pension Plan, amended December 31, 2008. (Exhibit 10-cc to Form 10-K for 2013.)                                                                                                                  
                                                                                                                                                                                                                                       
 10-y        AT&T Corp. Excess Benefit and Compensation Plan, amended December 31, 2008. (Exhibit 10-dd to Form 10-K for 2013.)                                                                                                        
                                                                                                                                                                                                                                       
 10-z        BellSouth Corporation Nonqualified Deferred Compensation Plan, dated January 1, 2005. (Exhibit 10-ss to Form 10-K for 2011.)                                                                                              
                                                                                                                                                                                                                                       
 10-aa       BellSouth Corporation Stock and Incentive Compensation Plan, amended June 28, 2004. (Exhibit 10-qq for Form 10-K for 2009.)                                                                                               
                                                                                                                                                                                                                                       
 10-aa(i)    First Amendment to the BellSouth Corporation Stock and Incentive Compensation Plan, dated September 26, 2005. (Exhibit 10-xx(i) to Form 10-K for 2011.)                                                                   
                                                                                                                                                                                                                                       
 10-aa(ii)   Second Amendment to BellSouth Corporation Stock and Incentive Compensation Plan, effective June 26, 2008. (Exhibit 10-hh(ii) to Form 10-K for 2013.)                                                                      
                                                                                                                                                                                                                                       
 10-bb       BellSouth Corporation Supplemental Executive Retirement Plan, amended December 18, 2014. (Exhibit 10.2 to Form 8-K dated December 18, 2014.)                                                                              
                                                                                                                                                                                                                                       
 10-cc       BellSouth Nonqualified Deferred Income Plan, amended May 1, 2012. (Exhibit 10-fff to Form 10-K for 2012.)                                                                                                                 
 10-dd       Cingular Wireless Cash Deferral Plan, dated November 1, 2001. (Exhibit 10-hhh to Form 10-K for 2011.)                                                                                                                     
 10-ee       AT&T Mobility 2005 Cash Deferral Plan, dated January 1, 2005. (Exhibit 10-lll to Form 10-K for 2011.)                                                                                                                     
                                                                                                                                                                                                                                       
 10-ff       AT&T Executive Physical Program, dated January 1, 2011.                                                                                                                                                    

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