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Rethink Possible
AT&T INC. 2012 ANNUAL REPORT

Table of contents

  • Page 1
    Rethink Possible AT&T Inc. 2012 AnnuAl RepoRT

  • Page 2
    ... 19% 28% Voice/ other wireline data/ Managed IT Services of total revenues grew nearly 6% year over year 53% wireless ReVenue gRowTh excluding Advertising Solutions, AT&T's full-year 2012 revenues grew 2.4 percent versus 2011. 2012 2011 $126.4B $123.4B Reported $127.4B Reported $126.7B STRong...

  • Page 3
    ... revenues per wireless contract subscriber. Our mobile data revenues grew 17.8 percent to a $27 billion annualized run rate. • We posted the largest annual increase in total AT&T U-verse TV and broadband subscribers in our history, bringing our total to more than 8 million. Our U-verse revenues...

  • Page 4
    ... customers, too, are finding new ways to speed growth and operate more productively with fully connected solutions. For example, there's tremendous potential to transform our healthcare ecosystem - and make everything from record keeping, billing and payment to diagnosis, monitoring and ongoing care...

  • Page 5
    ...Project VIP: • We plan to expand our 4G LTE high speed, wireless data network to cover 300 million people by the end of 2014, 50 million more than our original plan. • To deliver an even better experience, we plan to make this network more dense through extensive use of innovative small cells in...

  • Page 6
    ..., Senior executive Vice president-AT&T Technology and network operations. connectivity deeper into our wireline network by year-end 2015, to reach more of our customers where they live and work. • We plan to deploy high speed fiber connections to 1 million additional business customer locations...

  • Page 7
    .... Please help set a good example and remind your family and friends to never text while driving. Let's change behavior and save lives. Finally, let me emphasize that our achievements in these areas and across our business come from the great talent, dedication and hard work of AT&T's employees. On...

  • Page 8
    Always on the move Always in the know lIVIng MoBIle demand for the mobile Internet has never been higher. And our ability to deliver a seamless mobile Internet experience has never been greater.

  • Page 9
    ... the mobile Internet changes the way businesses operate, AT&T is leading the way. We use our knowledge of customers' businesses to deliver customized mobile applications that provide anytime, virtually anywhere access to content and services. And because AT&T provides a highly secure managed hosting...

  • Page 10
    ... and redeem 3 billion coupons each year. Isis gives banks and advertisers a platform to reach consumers and facilitate these transactions on AT&T's network and devices. "And we see future opportunities to integrate mobile payments into connected cars and digital homes. So someday soon, rather than...

  • Page 11
    ..., traffic congestion or detours - and even suggest an alternate route. digital home/u-verse integration Your car's display screens will give you access to the Internet, apps and even your home security and automation and U-verse TV services, enabling you to do everything from checking your...

  • Page 12
    AT&T Inc. lIVIng MoBIle 10 Keeping the crowd in every game AT&T's innovative approach to wireless network management helps our customers have a great experience ...where they live, work and play. To do that, we're deploying multiple complementary network technologies - small cells, distributed ...

  • Page 13
    AT&T Inc. 11

  • Page 14
    ... of improving yours open FoR BuSIneSS Making multinational corporations more mobile. Streamlining voice and data needs for a mom-and-pop shop. Business as usual? hardly. From mobile clouds to custom applications, AT&T is helping businesses of every size be more productive - and connect with more...

  • Page 15
    ...AT&T voice, Web and videoconferencing services helps existing restaurants work more collaboratively while supporting the planning, construction and launch of new locations. With AT&T's integrated solution, Rosa Mexicano's productivity has improved, and the company has reduced communications costs by...

  • Page 16
    ...and cloud solutions that help businesses become more efficient. We embed cloud services in our highly secure, reliable network and combine them with mobility and apps to deliver 'the mobile cloud' - managed end to end across our fixed and mobile networks. So we're able to deliver the benefits of the...

  • Page 17
    ...-you-go model, HVI pays only for the digital storage space it needs. Highly secure storage in the cloud gives medical staff access to images without compromising security. And because the solution runs over our reliable network with images backed up at two geographically dispersed AT&T data centers...

  • Page 18
    Changing how you live, where you live hoMe SweeT huB home. car. office. The lines between them are blurring. whether it's monitoring a home repair contractor from your office or programming your dVR from the bus, making your home life an integral part of your mobile life is just another way we're ...

  • Page 19
    ...reason is simple: Customers love it. And why not? With U-verse you can: • Surf the Web at home with our all-IP U-verse High Speed Internet service, and go online when you're on the road with access to the national AT&T Wi-Fi Hot Spot network - at no extra charge. • Watch TV virtually anywhere in...

  • Page 20
    ... vice president, digital life, AT&T Mobility. "It lets users control, monitor and secure their homes from a smartphone, tablet or pc. connected devices in nearly every room automate the home. And homeowners can customize the solution by choosing the features that best fit their needs." wireless...

  • Page 21
    AT&T Inc. 19 3 1 4 2 5

  • Page 22
    We don't ask if, We ask how FuTuRe FIRST A steering wheel that keeps drivers on course. A process that turns ideas into prototypes in less than a month. Innovation is accelerating our ability to deliver the future first.

  • Page 23
    ... Inc. 21 A better feel for safer driving ••• The 1,300 scientists and engineers at AT&T Labs spend their lives developing new technologies to help people live better and businesses perform better. And today's ubiquitous wireless connectivity gives us more opportunities to do this than ever...

  • Page 24
    ...to bring new solutions to our customers. But we'll apply our innovation approach in other areas, too. So we can use TIP to engage our employees to identify new costsaving opportunities in our business. Or challenge developers to help us find ways to address the U.S. education crisis. The best is yet...

  • Page 25
    ... with a Video Bill for the first two months of service and any time they change plans. Feedback is positive - 85 percent of U-verse customers who have used Video Bill tell us it's helpful - and we're getting fewer billing-related calls. That's a big win. So we're expanding Video Bill to our wireless...

  • Page 26
    ... connecting more people in more ways isn't limited to network improvements and product innovations. Just ask the returning veterans we now call colleagues. or the teens we discourage from texting behind the wheel. For them, improving the quality of life in the communities we serve is another area...

  • Page 27
    ... winning team tackled an issue one member, a teacher, had experienced: The time-consuming process of assessing and tracking reading fluency. They created an app that analyzes reading skills in real time and makes it easy to save, record and graph students' scores and share them with educators and...

  • Page 28
    ...a whole new level in 2012, challenging all Americans to join our 240,000 employees in making a lifelong commitment to never text while driving. To date, the campaign has inspired more than 1.2 million "no Text on Board" pledges. we're also collaborating with wireless device makers and app developers...

  • Page 29
    AT&T Inc. 27

  • Page 30
    ... century-long history of supporting active-duty personnel and their families, as well as veterans," says Scott Smith, senior vice president, human resources operations, AT&T. "They bring a mix of skills - including leadership, integrity and service to others - that is a great match for our business...

  • Page 31
    ... Review 2012 Selected Financial and Operating Data Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated Financial Statements Notes to Consolidated Financial Statements Report of Management Report of Independent Registered Public Accounting Firm Report...

  • Page 32
    ... to current-period reporting methodology. Earnings were not sufficient to cover fixed charges in 2008. The deficit was $943. The number presented represents 100% of AT&T Mobility wireless subscribers. 4 Broadband connections include in-region DSL lines, in-region U-verse High Speed Internet access...

  • Page 33
    ... year's results for our sold Advertising Solutions segment, as discussed below. Operating income for 2012 reflects continued growth in wireless service and equipment revenue driven mostly by data revenue growth and increased revenues from AT&T U-verse® (U-verse) services and strategic business...

  • Page 34
    ... U-verse subscribers, higher wireless handset costs related to strong smartphone sales and a higher actuarial loss on benefit plans. These increases were partially offset by lower traffic compensation costs and other nonemployeerelated expenses. The sale of our Advertising Solutions segment reduced...

  • Page 35
    ... 2012 total segment income as compared to 44% in 2011. This segment uses our regional, national and global network to provide consumer and business customers with landline voice and data communications services, U-verse high-speed broadband, video, voice services, and managed networking to business...

  • Page 36
    ...and make them available to more subscribers. To attract and retain subscribers, we offer a broad handset line and a wide variety of service plans. Our handset offerings include at least 16 smartphones (handsets with voice and data capabilities using an advanced operating system to better manage data...

  • Page 37
    ... data at discounted prices among devices covered by their plan), and sales results have been strong, with approximately 25% of Mobile Share subscribers choosing plans of 10 gigabytes or higher. Such offerings are intended to encourage existing subscribers to upgrade their current services and/or add...

  • Page 38
    ... to the increased number of subscribers using smartphones and data-centric devices, such as eReaders, tablets, and mobile navigation devices. Data service revenues accounted for approximately 43.8% of our wireless service revenues in 2012, compared to 38.8% in 2011 and 34.0% in 2010. • Voice and...

  • Page 39
    ...business customers either reduced usage or disconnected traditional landline services and switched to alternative technologies, such as wireless and VoIP. Our strategy is to offset these line losses by increasing non-access-line-related revenues from customer connections for data, video and U-verse...

  • Page 40
    ... increases in IP data revenues reflect continued growth in the customer base and migration from other traditional circuit-based services. New and existing U-verse customers are shifting from traditional landlines to our U-verse Voice and from DSL to our U-verse High Speed Internet access offerings...

  • Page 41
    ... U-verse High Speed Internet and satellite broadband. Includes U-verse High Speed Internet connections of 7,716 at December 31, 2012, 5,223 at December 31, 2011, and 3,278 at December 31, 2010. Satellite service includes connections under our agency and resale agreements. 4 Includes consumer U-verse...

  • Page 42
    ... mobile navigation devices). We expect that all our major customer categories will continue to increase their use of Internet-based broadband/data services. We expect continuing declines in traditional access lines and in traditional telephone service revenues. Where available, our U-verse services...

  • Page 43
    ... backhaul. Our network provides superior mobile broadband speeds for data and video services, as well as operating efficiencies using the same spectrum and infrastructure for voice and data on an IP-based platform. Our wireless network also relies on digital transmission technologies known as GSM...

  • Page 44
    ... mobile broadband for the first time. U-verse Services During 2012, we continued to expand our offerings of U-verse High Speed Internet and TV services. As of December 31, 2012, we are marketing U-verse services to approximately 24.5 million customer locations (locations eligible to receive U-verse...

  • Page 45
    ... pre-existing trend toward wireless and Internet use. In most markets, we compete, often on pricing of bundled services, with large cable companies, such as Comcast Corporation, Cox Communications Inc. and Time Warner Cable Inc., for local, high-speed Internet, video and voice services customers and...

  • Page 46
    ... as advertising based) and consequently have lower cost structures. In response to these competitive pressures, for several years we have utilized a bundling strategy that rewards customers who consolidate their services (e.g., long-distance telephone, high-speed Internet, wireless and video) with...

  • Page 47
    ... (WACC) rate for each reporting unit. The market multiple approach uses a multiple of a company's Earnings Before Interest, Taxes, and Depreciation and Amortization expenses (EBITDA). We determined the multiples of the publicly traded companies whose services are comparable to those offered by the...

  • Page 48
    ...) Dollars in millions except per share amounts using a discounted cash flow model (the Greenfield Approach). The Greenfield Approach assumes a company initially owns only the wireless FCC licenses, and then makes investments required to build an operation comparable to the one that currently...

  • Page 49
    ... quarter of 2013. Project VIP In November 2012, we announced plans to significantly expand and enhance our wireless and wireline broadband networks to support future IP data growth and new services. As part of Project Velocity IP (VIP), we plan to expand our deployment of LTE wireless technology and...

  • Page 50
    ... wireline service area by year-end 2015. This project is intended to support new revenue opportunities in four key areas: wireless, strategic network services, network managed ("cloud") services and security as well as continued growth in existing wireless, U-verse and IP-related business services...

  • Page 51
    ... and increased 10% in 2012. The Wireline segment, which includes U-verse services, represented 45% of the total capital expenditures, excluding interest during construction, and decreased 15% in 2012. Wireless expenditures were primarily used for network capacity expansion, integration and upgrades...

  • Page 52
    ... early as mid-year. We plan to fund our 2013 financing activities through a combination of cash from operations and debt issuances. The timing and mix of debt issuance will be guided by credit market conditions and interest rate trends. The emphasis of our financing activities will be the payment of...

  • Page 53
    ... and various other taxes and fees. Total health and welfare benefits provided to certain active and retired employees and their dependents totaled $5,300 in 2012, with $1,842 paid from plan assets. Of those benefits, $4,427 related to medical and prescription drug benefits. During 2012, we paid...

  • Page 54
    ...14). Payments Due By Period Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Long-term debt obligations1 Interest payments on long-term debt Operating lease obligations Unrecognized tax benefits2 Purchase obligations3 Retirement benefit funding obligation4 Total Contractual Obligations...

  • Page 55
    ... exited the contracts as of December 31, 2012. Maturity 2013 2014 2015 2016 2017 Thereafter Total Fair Value 12/31/2012 Interest Rate Derivatives Interest Rate Swaps: Receive Fixed/Pay Variable Notional Amount Maturing Weighted-Average Variable Rate Payable1 Weighted-Average Fixed Rate Receivable...

  • Page 56
    ... small businesses in the United States and to larger businesses throughout the world. Current economic conditions in the United States have adversely affected our customers' demand for and ability to pay for existing services, especially local landline service, and their interest in purchasing new...

  • Page 57
    ... affecting our business operations. Changes in available technology could increase competition and our capital costs. The telecommunications industry has experienced rapid changes in the past several years. The development of wireless, cable and IP technologies has significantly increased the...

  • Page 58
    ... on service/device offerings, price, call quality, coverage area and customer service. In addition, we are facing growing competition from providers offering services using alternative wireless technologies and IP-based networks as well as traditional wireline networks. We expect market saturation...

  • Page 59
    broadband network to offer IP-based voice, data and video services. Should regulatory requirements change, our deployment could be limited to only those geographical areas where regulation is not burdensome. In addition, should the delivery of services expected to be deployed on our network be ...

  • Page 60
    ... 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 (e.g., cable, wireless and VoIP) and...

  • Page 61
    Consolidated Statements of Income Dollars in millions except per share amounts 2012 2011 2010 Operating Revenues Wireless service Data Voice Directory Other Total operating revenues Operating Expenses Cost of services and sales (exclusive of depreciation and amortization shown separately below) ...

  • Page 62
    ... included in net income, net of taxes of $15, $8 and $7 Defined benefit postretirement plans: Net actuarial loss from equity method investees arising during period, net of taxes of $(32), $0 and $0 Net prior service credit arising during period, net of taxes of $1,378, $699 and $298 Amortization...

  • Page 63
    ...maturing within one year Accounts payable and accrued liabilities Advanced billing and customer deposits Accrued taxes Dividends payable Total current liabilities Long-Term Debt Deferred Credits and Other Noncurrent Liabilities Deferred income taxes Postemployment benefit obligation Other noncurrent...

  • Page 64
    ... benefits Income from discontinued operations Changes in operating assets and liabilities: Accounts receivable Other current assets Accounts payable and accrued liabilities Retirement benefit funding Other âˆ' net Total adjustments Net Cash Provided by Operating Activities Investing Activities...

  • Page 65
    ... year Issuance of stock Balance at end of year Additional Paid-In Capital Balance at beginning of year Issuance of treasury stock Share-based payments Share of equity method investee capital transactions Change related to acquisition of interests held by noncontrolling owners Balance at end of year...

  • Page 66
    ... and internationally, providing wireless communications services, local exchange services, longdistance services, data/broadband and Internet services, video services, telecommunications equipment, managed networking and wholesale services. During 2012, we sold our Advertising Solutions segment...

  • Page 67
    ... at the lower of cost or market (determined using current replacement cost) were $888 as of December 31, 2012, and $1,082 as of December 31, 2011. The remainder of our inventory includes new and reusable supplies and network equipment of our local telephone operations, which are stated principally...

  • Page 68
    ...rate derived from the revenues related to the brand name. The fair value measurements used are considered Level 3 under the Fair Value Measurement and Disclosure framework (see Note 9). Intangible assets that have finite useful lives are amortized over their useful lives (see Note 6). Customer lists...

  • Page 69
    ... segment uses our regional, national and global network to provide consumer and business customers with landline voice and data communications services, AT&T U-verse® high-speed broadband, video and voice services and managed networking to business customers. Additionally, we receive commissions...

  • Page 70
    ...: At December 31, 2012 and for the year ended Wireless Wireline Advertising Solutions Other Consolidations Consolidated Results Total segment operating revenues Operations and support expenses Depreciation and amortization expenses Total segment operating expenses Segment operating income (loss...

  • Page 71
    ... spectrum acquisitions from various companies. Atlantic Tele-Network On January 22, 2013, we announced an agreement to acquire Atlantic Tele-Network's (ATNI) U.S. retail wireless operations for $780 in cash, which covers approximately 4.6 million people in primarily rural areas across six states...

  • Page 72
    ... of goodwill, by segment (which is the same as the reporting unit for Wireless, Wireline and Advertising Solutions), for the years ended December 31, 2012 and 2011, were as follows: Wireless Wireline Advertising Solutions Other Total Balance as of January 1, 2011 Goodwill acquired Impairments Other...

  • Page 73
    ... to be $667 in 2013, $348 in 2014, $218 in 2015, $123 in 2016, and $57 in 2017. In 2012, we wrote off approximately $191 in fully amortized intangible assets (primarily patents) and $3,187 of customer lists due to the sale of our Advertising Solutions segment (see Note 4). We review other amortizing...

  • Page 74
    ... would be used for general corporate purposes. Advances are not conditioned on the absence of a material adverse change. All advances must be repaid no later than the date on which lenders are no longer obligated to make any advances under each agreement. Under each agreement, we can terminate, in...

  • Page 75
    ...per annum above the Federal funds rate, and (c) the London Interbank Offered Rate (LIBOR) applicable to U.S. dollars for a period of one month plus 1.00% per annum, plus (2) an applicable margin, as set forth in the Agreement (Applicable Margin); or • at a rate equal to: (i) the LIBOR for a period...

  • Page 76
    ... other market participants. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used since December 31, 2011. Long-Term...

  • Page 77
    ..., and December 31, 2011: December 31, 2012 Level 1 Level 2 Level 3 Total Available-for-Sale Securities Domestic equities International equities Fixed income bonds Asset Derivatives1 Interest rate swaps Cross-currency swaps Foreign exchange contracts Liability Derivatives1 Cross-currency swaps $873...

  • Page 78
    ... quarter. In the years ended December 31, 2012, and December 31, 2011, no ineffectiveness was measured. Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period...

  • Page 79
    ...of limitations Settlements Balance at end of year Accrued interest and penalties Gross unrecognized income tax benefits Less: Deferred federal and state income tax benefits Less: Tax attributable to timing items included above Total UTB that, if recognized, would impact the effective income tax rate...

  • Page 80
    ... plans and accrue actuarially determined postretirement benefit costs as active employees earn these benefits. During 2012, approximately 90,000 collectively bargained employees ratified new agreements. For the vast majority of covered employees, the agreements provided for a pension band increase...

  • Page 81
    ... benefit plan to employee service rendered to the valuation date. The following table presents this reconciliation and shows the change in the projected benefit obligation for the years ended December 31: Pension Benefits 2012 2011 Postretirement Benefits 2012 2011 Benefit obligation...

  • Page 82
    ... benefit cost, we used the following significant weighted-average assumptions: 2012 2011 2010 Discount rate for determining projected benefit obligation at December 31 Discount rate in effect for determining net cost Long-term rate of return on plan assets Composite rate of compensation increase...

  • Page 83
    ... in our Mobility business to the trust used to pay qualified pension benefits, under plans sponsored by AT&T. The preferred equity interest is estimated to be valued at $9,500 upon contribution. We anticipate approval in 2013, and expect to make the contribution at that time. As currently proposed...

  • Page 84
    ...investment companies are valued based on quoted market prices, which represent the net asset value of shares held at year-end. Over-the-counter (OTC) securities and government obligations are valued at the bid price or the average of the bid and asked price on the last business day of the year from...

  • Page 85
    ... of public companies considered comparable to the private companies being valued. Such market data used to determine adjustments to accounts for cash flows and company-specified issues include current operating performance and future expectations of the investments, changes in market outlook, and...

  • Page 86
    ... amounts receivable, accounts payable and net adjustment for securities lending payable. Postretirement Assets and Liabilities at Fair Value as of December 31, 2012 Level 1 Level 2 Level 3 Total Interest bearing cash Equity securities: Domestic equities International equities Fixed income...

  • Page 87
    The tables below set forth a summary of changes in the fair value of the Level 3 pension and postretirement assets for the year ended December 31, 2012: Fixed Income Funds Private Equity Funds Real Estate and Real Assets Pension Assets Equities Total Balance at beginning of year Realized gains (...

  • Page 88
    ... amounts receivable, accounts payable and net adjustment for securities lending payable. Postretirement Assets and Liabilities at Fair Value as of December 31, 2011 Level 1 Level 2 Level 3 Total Interest bearing cash Equity securities: Domestic equities International equities Fixed income...

  • Page 89
    ...) Purchases Sales Balance at end of year $ 45 - - 8 (29) $ 24 $ 496 70 (23) 175 (281) $ 437 $ $ 157 (28) 31 53 (89) 124 $ 698 42 8 236 (399) $ 585 Estimated Future Benefit Payments Expected benefit payments are estimated using the same assumptions used in determining our benefit obligation...

  • Page 90
    ... plans is fulfilled with purchases of our stock on the open market or company cash. Benefit cost is based on the cost of shares or units allocated to participating employees' accounts and was $634, $636 and $607 for the years ended December 31, 2012, 2011 and 2010. NOTE 12. SHARE-BASED PAYMENTS...

  • Page 91
    ... total fair value of shares vested during the year was $333 for 2012, compared to $360 for 2011 and $397 for 2010. NOTE 13. STOCKHOLDERS' EQUITY Stock Repurchase Program From time to time, we repurchase shares of common stock for distribution through our employee benefit plans or in connection with...

  • Page 92
    ... to negotiation. In addition, during 2012, we entered into a new national four-year contract covering only benefits with the approximately 40,000 employees in our mobility business; contracts covering wages and other non-benefit working terms for these mobility employees are structured on a regional...

  • Page 93
    ...: 2012 Calendar Quarter First Second Third Fourth2 Annual Total Operating Revenues Operating Income (Loss) Net Income (Loss) Net Income (Loss) Attributable to AT&T Basic Earnings (Loss) Per Share Attributable to AT&T1 Diluted Earnings (Loss) Per Share Attributable to AT&T1 Stock Price High Low...

  • Page 94
    ... public accounting firm that audited the financial statements included in this Annual Report, has issued an attestation report on the company's internal control over financial reporting. Randall Stephenson Chairman of the Board, Chief Executive Officer and President John J. Stephens Senior...

  • Page 95
    ...the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as...

  • Page 96
    ... Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for each of the three years in the period ended...

  • Page 97
    ... Chairman of the Board Humana Inc. Director since February 2013 Background: Health care Background: Public accounting Laura D'Andrea Tyson, Ph.D., 65 (1,6) S. K. and Angela Chan Professor of Global Management Haas School of Business University of California at Berkeley Director since 1999 Ameritech...

  • Page 98
    ..., 52 Chairman, Chief Executive Officer and President Cathy Coughlin, 55 Senior Executive Vice President and Global Marketing Officer Andy Geisse, 56 Chief Executive OfficerAT&T Business Solutions John Stephens, 53 Senior Executive Vice President and Chief Financial Officer Bill Blase Jr., 57...

  • Page 99
    ... and for customer experience and sales technology. AT&T online Annual Report To learn more about how AT&T is working every day to deliver a great network experience to customers, transform the way we live and work and improve our communities, visit the 2012 AT&T online annual report: www.att.com...

  • Page 100
    AT&T Inc. 208 S. Akard St. dallas, TX 75202 att.com