8-KLeadership ChangesExhibits & Filings

AT&T INC. 8-K Report, Executive Changes (Dec 19, 2014)

Filed December 19, 2014For Securities:TT-PCTBBT-PA

Summary

This 8-K filing from AT&T Inc. on December 18, 2014, primarily concerns amendments to two supplemental executive retirement plans: the AT&T 2005 Supplemental Employee Retirement Plan (AT&T SERP) and the BellSouth Corporation Supplemental Executive Retirement Plan (BLS SERP). These amendments, approved by the Human Resources Committee of the Board of Directors, were designed to address interest rate fluctuations impacting lump sum distributions for certain officers who had previously elected this payout option. Specifically, the amendments allow eligible officers, including Messrs. de la Vega and Watts, to freeze their existing lump sum benefits. In exchange for giving up future compensation and service credits, these officers will receive a fixed 4.3% interest rate on their frozen benefit amount. This change effectively removes the uncertainty associated with variable interest rates on their retirement payouts after 2014. For officers also participating in the BLS SERP, similar amendments were made to freeze their benefits and provide a fixed interest rate, mitigating future interest rate volatility.

Key Highlights

  • 1AT&T Inc. amended its Supplemental Employee Retirement Plans (SERP) for certain officers.
  • 2The amendments affect the AT&T 2005 SERP and the BellSouth Corporation SERP.
  • 3Eligible officers can elect to freeze their lump sum retirement benefits.
  • 4In exchange for freezing benefits, officers forfeit future compensation and service credits.
  • 5Frozen benefits will accrue a fixed interest rate of 4.3% effective December 30, 2014.
  • 6The 4.3% interest rate is equivalent to the discount rate for calculating lump sums for retiring participants in 2014.
  • 7The changes are intended to eliminate the impact of future interest rate fluctuations on lump sum payouts for these executives.

Frequently Asked Questions

The AT&T SERP (AT&T 2005 Supplemental Employee Retirement Plan) and BLS SERP (BellSouth Corporation Supplemental Executive Retirement Plan) are supplemental retirement plans that provide additional retirement benefits to certain executives, particularly those who became officers before 2009 or had prior employment with BellSouth.

The primary purpose of the 2014 Amendments is to provide certainty for certain executives regarding their lump sum retirement benefits. By freezing the benefit amount and applying a fixed interest rate, AT&T is eliminating the risk that future interest rate changes could negatively impact the value of these executives' retirement payouts.

To elect the benefit freeze option, participating officers must give up all future compensation credits, service credits, and, if applicable, age credits under the respective supplemental retirement plans. This means their retirement benefit will be based on the amount as of the freeze date, plus the fixed interest.

This filing specifically addresses amendments to supplemental retirement plans for a select group of officers. It does not indicate any changes to the standard retirement plans or benefits for the broader employee base.