AT&T (T) 10-K risk factor changes: FY2024 vs FY2023

In addition to the other information set forth in this document, including the matters contained under the [removed: caption] [added: heading] “Cautionary Language Concerning Forward-Looking Statements,” you should carefully read the matters described below.

[removed: These] assumptions could change significantly over time and could be materially different than originally projected.

Inflationary pressures on costs, such as inputs for devices we sell and network components, labor and distribution [removed: costs] [added: costs,] may impact our network construction, our financial condition or results of operations.

[removed: Beginning in 2021 and continuing through the early part of 2024,] [added: In recent years,] the costs of these inputs and the costs of labor necessary to develop, deploy and maintain our networks and our products and services [added: have] increased.

In addition, many of these inputs are subject to price fluctuations from a number of factors, including, but not limited to, market conditions, demand for raw materials used in the production of these devices and network components, [added: severe] weather, [removed: climate change,] energy costs, currency fluctuations, supplier capacities, governmental actions, import and export requirements (including tariffs), and other factors beyond our control.

Higher product [added: or service] prices may result in reductions in sales [removed: volume.][added: volume or increases in subscriber churn.]

Consumers may be less willing to pay a price differential for our products and [added: services and] may increasingly purchase lower-priced offerings, or may forego some purchases altogether, during a period of inflationary pressure or an economic downturn.

[removed: During 2023,] [added: In recent years,] uncertainty surrounding global growth rates, [removed: inflation,] [added: inflation] and [removed: an increasing] [added: the] interest rate environment [removed: continued to produce] [added: produced] volatility in the credit, currency and equity markets.

A company’s cost of borrowing is affected by evaluations given by various credit rating [removed: agencies] [added: agencies,] and these agencies have been applying tighter credit standards when evaluating debt levels and future growth prospects.

Our international operations increase our exposure to political instability, to changes in the international economy and to regulation on our [removed: business] [added: business,] and these risks could offset our expected growth opportunities.

We have international operations, particularly in Mexico, and other countries worldwide where we need to comply with a wide variety of complex local laws, regulations and [removed: treaties.][added: treaties, and are subject to evolving political environments.]

[removed: In addition, we are] exposed to, among other factors, fluctuations in currency values, changes in relationships between U.S. and foreign governments, war or other hostilities, and other regulations that may materially affect our earnings.

Involvement with foreign firms also exposes us to the risk of being unable to control the [added: actions of those firms and therefore exposes us to risks associated with our obligation to comply with the Foreign Corrupt Practices Act (FCPA).]

Our subsidiaries providing wired services are subject to significant federal and state [removed: regulation] [added: regulation,] while many of our competitors are not.

In addition, our subsidiaries and affiliates operating outside the United States are also subject to the jurisdiction of national and supranational regulatory authorities in the [removed: market] [added: markets] where service is provided.

Adverse regulations and rulings by the [added: courts, the] FCC [added: or states] relating to broadband and wireless [removed: deployment, including the proposed rules regarding net neutrality,] [added: deployment,,] could impede our ability to manage our networks and recover costs and lessen incentives to invest in our networks.

In addition, increased public focus on a variety of issues related to our operations, such as privacy issues, government requests or orders for customer data, and concerns about global climate [removed: changes,] [added: change,] have led to proposals or new legislation at state, federal and foreign government levels to change or increase regulation on our [removed: operations.][added: operations, which could result in additional costs of compliance or litigation.]

[removed: Effects] [added: Extreme weather events and other potential effects] of climate change may impose risk of damage to our infrastructure, our ability to provide services, and may cause changes in federal, state and foreign government regulation, all of which may result in potential adverse impact to our financial results.

The potential physical effects of [added: extreme weather events and other potential effects of] climate change, such as increased frequency and severity of storms, floods, fires, freezing conditions, sea-level rise and other climate-related events, could [added: damage our networks and cause disruptions in our services, which could] adversely affect our operations, infrastructure and financial results.

Wireless and broadband services are undergoing rapid and significant technological changes and a dramatic increase in usage, including, in particular, the demand for faster and seamless usage of [removed: data, including video,] [added: data] across mobile and fixed devices.

The COVID-19 pandemic accelerated these changes and also resulted in higher network utilization, as more customers [removed: consume] [added: consumed] bandwidth from changes in work and learn from home trends.

[added: In order to stem] broadband subscriber losses to cable competitors in our non-fiber wireline areas, we have been expanding our all-fiber wireline network.

We have spent, and plan to continue spending, significant capital and other resources on the ongoing development and deployment of our 5G and fiber [removed: wireline] networks.

[removed: This deployment and other network service enhancements and product launches may] not occur as scheduled or at the cost expected due to many factors, including unexpected inflation, delays in determining equipment and wireless handset operating standards, supplier delays, software issues, increases in network and handset component costs, regulatory permitting delays for tower sites or enhancements, or labor-related delays.

If we cannot acquire needed spectrum, [added: if] our 5G and fiber offerings fail to gain acceptance in the marketplace or [added: if] we otherwise fail to deploy the services customers desire on a timely basis with acceptable quality and at reasonable costs, then our ability to attract and retain customers, and, therefore, maintain and improve our operating margins, could be materially adversely affected.

Increasing competition [removed: for wireless customers] could materially adversely affect our operating results.

We have multiple wireless competitors in each of our service areas and compete for customers based principally on service/device offerings, price, network quality, [added: reliability, speed,] coverage area and customer service.

In addition, we are facing growing competition from providers offering services using advanced wireless technologies and IP-based [removed: networks.][added: networks, among others.]

We expect market saturation to [removed: continue] [added: continue,] which may cause the wireless industry’s customer growth rate to moderate in comparison with historical growth rates, leading to increased competition for [removed: customers.][added: customers, including from strategic alliances in converged connectivity.]

Our ability to attract and retain employees is highly dependent upon our commitment to [removed: a diverse and] [added: an] inclusive workplace, ethical business practices and other qualities.

We also have in the past, and may in the future, incur significantly higher expenses attributable to infrastructure investments and increased labor [removed: costs.][added: costs due to public health crises.]

Customer adoption of new software-based technologies may require [removed: higher quality] [added: higher-quality] services from us, and meeting these demands could create supply chain issues and could increase capital costs.

We [removed: are entering] [added: have entered and continue to enter] into a significant number of software licensing agreements and [removed: working] [added: continue to work] with software developers to provide network functions in lieu of installing switches or other physical network equipment in order to respond to rapid developments in wireless demand.

We depend on various suppliers to provide equipment to operate our business and satisfy customer [removed: demand] [added: demand,] and interruption or delay in supply can adversely impact our operating results.

These suppliers could fail to provide equipment on a timely or [removed: cost effective] [added: cost-effective] basis, or fail to meet our performance expectations, for a number of reasons, including difficulties in obtaining export licenses for certain technologies, inflationary pressures, inability to secure component parts, general business disruption, natural disasters, safety issues, economic and political instability, including the outbreak of war and other hostilities, and public health emergencies.

We may not realize or sustain the expected benefits from our business transformation [removed: initiatives] [added: initiatives,] and these efforts could have a materially adverse effect on our business, operations, financial condition, results of operations and competitive position.

We have been and will be undertaking certain transformation initiatives, [removed: including the WarnerMedia/Discovery Transaction,] which are designed to reduce costs, enable legacy rationalization, streamline and modernize distribution and customer service, remove redundancies and simplify and improve processes and support functions.

We intend for these efficiencies to enable increased investments in our strategic areas of focus, which [removed: consist of] [added: include] improving broadband connectivity (for example, fiber and 5G).

If we do not successfully manage and [added: timely] execute these initiatives, or if they are inadequate or ineffective, we may fail to meet our financial goals and achieve anticipated benefits, improvements may be delayed, not sustained or not realized, and our business, operations and competitive position could be adversely affected.

Further, we [added: are using and] intend to [added: further] use artificial intelligence (AI)-driven efficiencies in our network [removed: design, software development] [added: design] and [added: operations, software development, sales, marketing,] customer support [removed: services.][added: services and general and administrative costs.]

These

In addition, we are

Streaming, augmented reality, “smart” technologies, user generated content and artificial intelligence (AI) are expected to continue to drive greater demand for broadband.

This deployment and other network service enhancements and product launches may

In 2023, the FCC’s statutory authority to conduct spectrum auctions lapsed and it is uncertain when Congress will act to reauthorize it.

Also in 2023, the federal government released a national spectrum strategy that focused on spectrum sharing but did not include terms of future spectrum sharing model(s) or specific timelines to make additional spectrum bands available for 5G and future generations of service.

As a result, the federal government’s ability and intent to make sufficient spectrum available to the industry in needed timeframes and on terms suitable for mobile broadband network deployments remains uncertain.

In addition, a sustained decline in a reporting unit’s revenues and earnings has resulted in the past, and may again result in the future, in a significant negative impact on its fair value, requiring us to record an impairment charge, which could have an adverse impact on our results of operations.

Our reputation and brand image could be negatively affected by a number of factors, including quality or reliability issues related to our services, products and operations; cybersecurity incidents and data breaches, including our actual or perceived responses thereto; regulatory compliance; governance issues; our actual or perceived position or lack of position on social and other sensitive matters; and the conduct of our employees and former employees.

A significant portion of our workforce is represented by labor unions, and we could incur additional costs or experience work stoppages as a result of the renegotiation of our labor contracts.

As of December 31, 2024, approximately 43% of our workforce was represented by the Communications Workers of America (CWA), the International Brotherhood of Electrical Workers (IBEW) or other unions.

While we have labor contracts in place with these unions, with subsequent negotiations we have in the past and could in the future incur additional costs and/or experience work stoppages, which could adversely affect our business operations.

As a critical infrastructure service provider, the Company believes that it is a particularly attractive target for such cyberattacks, including from nation states and highly sophisticated, state-sponsored, or otherwise well-funded actors, and the Company experiences heightened risk from time to time as a result of geopolitical events.

Additional resources and management attention may be necessary to respond to government inquiries and requirements, including potentially conflicting demands and requirements from multiple government agencies.

Moreover, the amount and scope of insurance that we maintain against losses resulting from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our business that may result.

For example, in July 2024, the Company disclosed a cybersecurity incident on Item 1.05 of Form 8-K relating to the copying of mobile customer call data.

Due to the complexity and interconnectedness of our systems and those of our suppliers, vendors and other service providers, the process of enhancing our protective measures can itself create a risk of systems disruptions and security issues.

In addition, despite our efforts to detect unlawful intrusions, an attack may persist for an extended period of time before being detected, and, following detection, it may take considerable time for us to obtain sufficient information about the nature, scope and timing of the incident as well as the impact or reasonably likely impact on us.

While the Company may have contractual rights to assess the effectiveness of many of its suppliers’ and vendors’ systems and protocols, the Company cannot know or assess the effectiveness of all of our providers’ systems and controls at all times.

if it determines that any of the facts, representations or undertakings made in connection with the request for the ruling were incorrect or are violated.

- Disruptions in our supply chain that have a material impact on our ability to acquire needed goods and services.

- The outcome of pending, threatened or potential litigation and arbitration.

actions of those firms and therefore exposes us to risks associated with our obligation to comply with the Foreign Corrupt Practices Act (FCPA).

Extreme weather events precipitated by long-term climate change have the potential to directly damage network facilities or disrupt our ability to build and maintain portions of our network and could potentially disrupt suppliers’ ability to provide products and services required to provide reliable network coverage.

Any such disruption could delay network deployment plans, interrupt service for our customers, increase our costs and have a negative effect on our operating results.

We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such physical effects of climate change.

Further, customers, consumers, investors, governments and other stakeholders are increasingly focusing on environmental issues, including climate change, water use, deforestation, plastic waste and other sustainability concerns.

Concern over climate change or other environmental, social and governance (ESG) matters may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment and reduce the impact of our business on climate change.

Further, climate change regulations may require us to alter our proposed business plans or increase our operating costs due to increased regulation or environmental considerations, and could adversely affect our business and reputation.

In order to stem

Acts of misconduct by any employee, and particularly by senior management, could erode trust and confidence and damage our reputation.

Negative public opinion and increased regulatory scrutiny or litigation could result from actual or alleged conduct by us or those currently or formerly associated with us, and from any number of activities or circumstances, including operations, employment-related offenses (such as sexual harassment and discrimination), regulatory compliance and actions taken by regulators or others in response to such conduct.

- Disruption in our supply chain for a number of reasons, including, difficulties in obtaining export licenses for certain technology, inability to secure component parts, lack of suppliers, general business disruption, workforce shortage, natural disasters, safety issues, vendor fraud, economic and political instability, including disruptions in the capital markets, the outbreak of war or other hostilities, and public health emergencies.

- The outcome of pending, threatened or potential litigation and arbitration, including, without limitation, patent and product safety claims by or against third parties or claims based on alleged misconduct by employees.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this document generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this document can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10‑K for the fiscal year ended December 31, [removed: 2022.][added: 2023.]

For discontinued operations, we also evaluated transactions that were components of AT&T’s single plan of a strategic shift, including dispositions that did not individually meet the criteria due to materiality, and determined discontinued operations to be comprised of WarnerMedia, Vrio, Xandr and [removed: Playdemic.][added: Playdemic Ltd. (Playdemic).]

Segment operating income is [added: primarily] attributable to our Communications segment due to [added: prior-years] operating losses in Latin America.

| [removed: Operating Revenues] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Communications | | | $ | [removed: 118,038] [added: 117,652] | | $ | [removed: 117,067] [added: 118,038] | | $ | [removed: 114,730] [added: 117,067] | | [removed: 0.8] [added: (0.3)] | | % | [removed: 2.0] [added: 0.8] | | % |

| Latin America | | | [removed: 3,932] [added: 4,232] | | | [removed: 3,144] [added: 3,932] | | | [removed: 2,747] [added: 3,144] | | | [removed: 25.1] [added: 7.6] | | | [removed: 14.5] [added: 25.1] | | |

| Corporate | | | [removed: 458] [added: 452] | | | [removed: 530] [added: 458] | | | [removed: 731] [added: 530] | | | [removed: (13.6)] [added: (1.3)] | | | [removed: (27.5)] [added: (13.6)] | | |

| AT&T Operating Revenues | | | $ | [removed: 122,428] [added: 122,336] | | $ | [removed: 120,741] [added: 122,428] | | $ | [removed: 134,038] [added: 120,741] | | [removed: 1.4] [added: (0.1)] | | % | [removed: (9.9)] [added: 1.4] | | % |

| Communications | | | $ | [removed: 27,801] [added: 27,095] | | $ | [removed: 26,736] [added: 27,801] | | $ | [removed: 26,293] [added: 26,736] | | [removed: 4.0] [added: (2.5)] | | % | [removed: 1.7] [added: 4.0] | | % |

| Latin America | | | [removed: (141)] [added: 40] | | | [removed: (326)] [added: (141)] | | | [removed: (510)] [added: (326)] | | | [removed: 56.7] [added: —] | | | [removed: 36.1] [added: 56.7] | | |

| Segment Operating Income | | | [removed: 27,660] [added: 27,135] | | | [removed: 26,410] [added: 27,660] | | | [removed: 25,783] [added: 26,410] | | | [removed: 4.7] [added: (1.9)] | | | [removed: 2.4] [added: 4.7] | | |

| Corporate | | | [removed: (2,961)] [added: (2,902)] | | | [removed: (2,890)] [added: (2,961)] | | | [removed: (1,990)] [added: (2,890)] | | | [removed: (2.5)] [added: 2.0] | | | [removed: (45.2)] [added: (2.5)] | | |

| Certain significant items | | | [removed: (1,238)] [added: (5,184)] | | | [removed: (28,107)] [added: (1,238)] | | | [removed: (296)] [added: (28,107)] | | | [removed: 95.6] [added: —] | | | [removed: —] [added: 95.6] | | |

| AT&T Operating Income (Loss) | | | $ | [removed: 23,461] [added: 19,049] | | $ | [removed: (4,587)] [added: 23,461] | | $ | [removed: 25,897] [added: (4,587)] | | [removed: —] [added: (18.8)] | | % | — | | % |

The Communications segment accounted for approximately 97% of our [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] total segment operating revenues and accounted for [added: substantially] all segment operating income in [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

This segment provides services to businesses and consumers located in the [removed: U.S.] [added: United States] and businesses globally.

- Business Wireline provides advanced ethernet-based fiber services, [added: fixed wireless services,] IP Voice and managed professional services, as well as [removed: traditional] [added: legacy] voice and data services and related [removed: equipment] [added: equipment,] to business customers.

- Consumer Wireline provides broadband services, including fiber connections that provide multi-gig [removed: services] [added: services, and AIA services,] to residential customers in select [removed: locations and our fixed wireless access product that provides home internet services delivered over our 5G wireless network where available.][added: locations.]

The Latin America segment accounted for approximately 3% of our [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] total segment operating [removed: revenues.][added: revenues and less than 1% of segment operating income in 2024.]

This segment provides wireless [removed: services] [added: service] and equipment in Mexico.

We also discuss our expected revenue and expense trends for [removed: 2024] [added: 2025] in the “Operating Environment and Trends of the Business” section.

| | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Service | | | $ | [removed: 99,649] [added: 100,135] | | $ | [removed: 97,831] [added: 99,649] | | $ | [removed: 111,565] [added: 97,831] | | [removed: 1.9] [added: 0.5] | | % | [removed: (12.3)] [added: 1.9] | | % |

| Equipment | | | [removed: 22,779] [added: 22,201] | | | [removed: 22,910] [added: 22,779] | | | [removed: 22,473] [added: 22,910] | | | [removed: (0.6)] [added: (2.5)] | | | [removed: 1.9] [added: (0.6)] | | |

| Total Operating Revenues | | | [removed: 122,428] [added: 122,336] | | | [removed: 120,741] [added: 122,428] | | | [removed: 134,038] [added: 120,741] | | | [removed: 1.4] [added: (0.1)] | | | [removed: (9.9)] [added: 1.4] | | |

| Operations and support | | | [removed: 78,997] [added: 77,632] | | | [removed: 79,809] [added: 78,997] | | | [removed: 90,076] [added: 79,809] | | | [removed: (1.0)] [added: (1.7)] | | | [removed: (11.4)] [added: (1.0)] | | |

| Asset impairments and abandonments and restructuring | | | [removed: 1,193] [added: 5,075] | | | [removed: 27,498] [added: 1,193] | | | [removed: 213] [added: 27,498] | | | [removed: (95.7)] [added: —] | | | [removed: —] [added: (95.7)] | | |

| Depreciation and amortization | | | [removed: 18,777] [added: 20,580] | | | [removed: 18,021] [added: 18,777] | | | [removed: 17,852] [added: 18,021] | | | [removed: 4.2] [added: 9.6] | | | [removed: 0.9] [added: 4.2] | | |

| Total Operating Expenses | | | [removed: 98,967] [added: 103,287] | | | [removed: 125,328] [added: 98,967] | | | [removed: 108,141] [added: 125,328] | | | [removed: (21.0)] [added: 4.4] | | | [removed: 15.9] [added: (21.0)] | | |

| Operating Income (Loss) | | | [removed: 23,461] [added: 19,049] | | | [removed: (4,587)] [added: 23,461] | | | [removed: 25,897] [added: (4,587)] | | | [removed: —] [added: (18.8)] | | | — | | |

| Interest expense | | | [removed: 6,704] [added: 6,759] | | | [removed: 6,108] [added: 6,704] | | | [removed: 6,716] [added: 6,108] | | | [removed: 9.8] [added: 0.8] | | | [removed: (9.1)] [added: 9.8] | | |

| Equity in net income of affiliates | | | [removed: 1,675] [added: 1,989] | | | [removed: 1,791] [added: 1,675] | | | [removed: 603] [added: 1,791] | | | [removed: (6.5)] [added: 18.7] | | | [removed: —] [added: (6.5)] | | |

| Other income (expense) – net | | | [removed: 1,416] [added: 2,419] | | | [removed: 5,810] [added: 1,416] | | | [removed: 9,387] [added: 5,810] | | | [removed: (75.6)] [added: 70.8] | | | [removed: (38.1)] [added: (75.6)] | | |

| Income (Loss) from Continuing Operations Before Income Taxes | | | [removed: 19,848] [added: 16,698] | | | [removed: (3,094)] [added: 19,848] | | | [removed: 29,171] [added: (3,094)] | | | [removed: —] [added: (15.9)] | | | — | | |

| Income (Loss) from Continuing Operations | | | $ | [removed: 15,623] [added: 12,253] | | $ | [removed: (6,874)] [added: 15,623] | | $ | [removed: 23,776] [added: (6,874)] | | [removed: —] [added: (21.6)] | | % | — | | % |

[added: |] Operating [removed: revenues increased in 2023.][added: Revenues | | | | | | | | | | | | | | | | | |]

Operations and support expenses decreased in [removed: 2023,] [added: 2024,] reflecting [removed: benefits of] [added: lower Mobility equipment costs resulting from lower wireless sales volumes and expense declines from] our continued transformation efforts, including lower personnel [removed: costs, partially offset by inflationary increases.][added: charges.]

Asset impairments and abandonments and restructuring [removed: decreased in 2023, with higher impairments] [added: increased] in [removed: 2022.][added: 2024.]

Noncash charges in 2023 primarily relate to severance and restructuring charges, as well as the abandonment of non-deployed wireless equipment associated with our [removed: recently announced plans to collaborate with Ericsson to deploy commercial scale open radio access network (Open RAN), which will further the telecommunications industry efforts and align with the federal government’s goal to build a more robust ecosystem of] [added: Open RAN] network [removed: infrastructure providers and suppliers.][added: modernization program.]

Operating revenues decreased in 2024, reflecting declines in Business Wireline service, primarily due to continued declines in legacy services, and Mobility equipment revenues, offset by higher Mobility service, Consumer Wireline and Mexico revenues.

The increase in 2024 was primarily due to a third-quarter noncash goodwill impairment charge of $4,422 associated with our Business Wireline reporting unit.

We performed an interim goodwill impairment test of the Business Wireline reporting unit and concluded that the calculated fair value was lower than the book value, which was driven by a faster-than-previously anticipated industry-wide secular decline of legacy services (see Note 9).

Noncash charges in 2024 also included restructuring charges, including termination fees associated with our network modernization program to deploy commercial scale open radio access network (Open RAN).

The increase reflects cash distributions received by AT&T in excess of the carrying amount of our investment in DIRECTV, partially offset by the performance of our investment in DIRECTV (see Notes 10 and 19).

Also contributing to the increase was the prior-year write-down of our SKY Mexico equity investment.

These increases were partially offset by lower pension and postretirement benefit credits and lower returns on other benefit-related investments.

Income tax expense increased in 2024.

While our income before income taxes decreased in 2024, it includes a goodwill impairment associated with our Business Wireline reporting unit, which is not deductible for tax purposes and results in a higher effective tax rate.

We evaluate segment performance based on operating income as well as EBITDA and/or EBITDA margin.

See “Discussion and Reconciliation of Non-GAAP Measures” for a reconciliation of EBITDA and EBITDA margin to the most comparable financial measures calculated and presented in accordance with U.S. generally accepted accounting principles.

| | | | 2024 | | | 2023 | | | 2022 | | | 2024 vs. 2023 | | | 2023 vs. 2022 | | |

Operating revenues decreased in 2024, driven by declines in our Business Wireline business unit, which reflects lower demand for legacy services and product simplification, as well as the absence of revenues from our cybersecurity business that was contributed to a new cybersecurity joint venture, LevelBlue, in the second quarter of 2024.

Revenue declines were also driven by lower Mobility equipment revenue.

These decreases were partially offset by increases in Mobility service revenue and our Consumer Wireline business unit, driven by gains in wireless and broadband services.

Operating income decreased in 2024 and increased in 2023.

Our Communications segment EBITDA margin was 39.5% in 2024, 38.3% in 2023 and 37.1% in 2022.

| | | | 2024 | | | 2023 | | | 2022 | | | 2024 vs. 2023 | | | 2023 vs. 2022 | | |

| Total Mobility Subscribers1 | | | 117,851 | | | 113,808 | | | 109,919 | | | 3.6 | | % | 3.5 | | % | | | |

| 1Effective with our first-quarter 2024 reporting, we have removed connected devices from our total Mobility subscribers, consistent with industry standards and our key performance metrics. Connected devices include data-centric devices such as session-based tablets, monitoring devices and primarily wholesale automobile systems. | | | | | | | | | | | | | | | | | | | | |

| Mobility Net Subscriber Additions1 | | | 4,168 | | | 3,722 | | | 5,032 | | | 12.0 | | % | (26.0) | | % |

ARPU increased in 2024 and reflects pricing actions.

The decrease was partially offset by sales of higher-priced phones in 2024.

| | | | 2024 | | | 2023 | | | 2022 | | | 2024 vs. 2023 | | | 2023 vs. 2022 | | |

Revenue declines also were impacted by the absence of revenues from our cybersecurity business that was contributed to LevelBlue and higher intellectual property sales in the prior year.

Equipment revenues increased in 2024, driven by higher customer premises equipment sales, which can vary from year to year based on the nature of services purchased.

Operations and support expenses decreased in 2024, primarily driven by lower personnel costs associated with ongoing transformation initiatives, lower network access and customer support expenses and the contribution of our cybersecurity business.

Partially offsetting the decreases were higher vendor credits in 2023 and higher equipment costs in 2024.

| | | | 2024 | | | 2023 | | | 2022 | | | 2024 vs. 2023 | | | 2023 vs. 2022 | | |

| 1Includes AIA. | | | | | | | | | | | | | | | | | |

| (in 000s) | | | 2024 | | | 2023 | | | 2022 | | | 2024 vs. 2023 | | | 2023 vs. 2022 | | |

| 1Includes AIA. | | | | | | | | | | | | | | | | | |

Legacy voice and data service revenues decreased in 2024, reflecting the continued decline in demand for these services in favor of other technologies, such as wireless and fiber.

Operations and support expenses decreased in 2024, driven by lower customer support costs, lower marketing expense and savings from cost initiatives, offset by higher network-related costs as our fiber build scales.

Operating income increased in 2024 and 2023.

| | | | 2024 | | | 2023 | | | 2022 | | | 2024 vs. 2023 | | | 2023 vs. 2022 | | |

| (in 000s) | | | 2024 | | | 2023 | | | 2022 | | | 2024 vs. 2023 | | | 2023 vs. 2022 | | |

| (in 000s) | | | 2024 | | | 2023 | | | 2022 | | | 2024 vs. 2023 | | | 2023 vs. 2022 | | |

Depreciation expense decreased in 2024, driven by lower in-service assets and favorable impact of foreign exchange.

As customers are demanding faster and more reliable services, we are decommissioning our legacy copper network and enhancing our offerings to include services that provide better experiences over new technologies, such as AT&T Internet Air.

Unless otherwise noted, this discussion refers only to our continuing operations and does not include discussion of balances or activity of WarnerMedia, Vrio, Xandr and Playdemic Ltd. (Playdemic), which are part of discontinued operations.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| AT&T Inc. | | | | | | | | |

| Dollars in millions except per share amounts | | | | | | | | |

On July 31, 2021, we closed our transaction with TPG Capital (TPG) to form a new company named DIRECTV Entertainment Holdings, LLC (DIRECTV).

With the close of the transaction, we separated our Video business, comprised of our U.S. video operations, and began accounting for our investment in DIRECTV under the equity method.

(See Note 6)

| Corporate and Other: | | | | | | | | | | | | | | | | | |

| Video | | | — | | | — | | | 15,513 | | | — | | | — | | |

| Held-for-sale and other reclassifications | | | — | | | — | | | 453 | | | — | | | — | | |

| Eliminations and consolidations | | | — | | | — | | | (136) | | | — | | | — | | |

| Video | | | — | | | — | | | 2,257 | | | — | | | — | | |

| Held-for-sale and other reclassifications | | | — | | | — | | | 143 | | | — | | | — | | |

The increase reflects growth in Mobility and Consumer Wireline revenues, partially offset by continued declines in Business Wireline revenues.

Revenue increases also reflect higher revenues in our Mexico business unit, including favorable impacts from foreign exchange.

The decrease also reflects lower Mobility equipment and associated selling costs, driven by lower device sales in 2023 and 3G network shutdown costs in the first quarter of 2022, higher returns on benefit-related assets and lower customer support costs.

Partially offsetting the decreases were higher amortization of deferred customer acquisition costs and unfavorable impact of foreign exchange.

This network transformation is expected to result in additional cash charges in 2024.

Noncash charges in 2022 were primarily due to the impairment of $24,812 of goodwill associated with our Business Wireline, Consumer Wireline and Mexico reporting units, and were driven by higher interest rates consistent with the macroeconomic environment, with secular declines also impacting Business Wireline growth rates (see Note 9).

The charges in 2022 also included $1,413 of wireline conduit asset abandonments and $1,273 of restructuring and other impairment charges due to updated network build plans stemming from spectrum acquired in recent auctions, severance charges associated with transformation initiatives and impairment of personal protective equipment inventory.

Mobility preferred interest distributions were recorded as noncontrolling interest in 2022.

Late in the third quarter of 2023, C-band incumbents completed their transition out of the spectrum band, allowing us to use all C-band licenses awarded to us in the Federal Communications Commission (FCC) auction in 2021, and we have ceased capitalization of interest for licenses that have been placed into service.

We expect interest expense to increase approximately $400 in 2024 as a result.

The decrease was primarily due to the performance of our investment in DIRECTV, which included our share of a gain on a sale-leaseback transaction by DIRECTV of approximately $100 in 2023 (see Notes 6, 10 and 19).

Also contributing to the decrease was a $450 impairment of an equity investment in a Latin America satellite business and lower net pension and postretirement benefit credits in 2023 (see Note 14).

Partially offsetting the decrease were higher returns on other benefit-related investments.

Income tax expense increased in 2023, primarily driven by higher income before income tax in 2023, partially offset by deferred tax benefits related to updated estimates.

EBITDA margin is EBITDA divided by total revenues.

Effective for the first quarter of 2023, we stopped recording prior service credits to our individual business units or the corresponding charge to Corporate and Other, and segment operating expenses were recast to remove prior service credits from our historical reporting.

Prior service credits are, and will continue to be, recorded as other income in our consolidated income statement in accordance with U.S. generally accepted accounting principles (see Note 14).

This recast increased Communications segment operations and support expenses by approximately $2,400 in 2022 and $2,100 in 2021.

Correspondingly, this recast lowered administrative expenses within Corporate and Other, with no change on a consolidated basis.

| Selected Subscribers and Connections | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | December 31, | | | | | |

| Mobility subscribers | | | | | | | | | 241,532 | | | 217,397 | | | 201,791 | | |

| Total domestic broadband connections | | | | | | | | | 15,288 | | | 15,386 | | | 15,504 | | |

| Network access lines in service | | | | | | | | | 4,185 | | | 5,213 | | | 6,177 | | |

| VoIP connections | | | | | | | | | 2,558 | | | 2,930 | | | 3,333 | | |

The increases are primarily driven by gains in wireless service and broadband service.

In managing interest expense, we control our mix of fixed- and floating-rate debt through term loans, [removed: floating] [added: floating-] rate notes, and interest rate swaps.

We had no interest rate [added: swaps and no interest rate] locks at December 31, [removed: 2023.][added: 2024.]

We had cross-currency swaps with a notional value of [removed: $38,006] [added: $34,884] and a fair value of [removed: $(3,177)] [added: $(4,076)] outstanding at December 31, [removed: 2023.][added: 2024.]

We had no foreign exchange forward contracts at December 31, [removed: 2023.][added: 2024.]

AT&T management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on its assessment, AT&T management believes that, as of December 31, [removed: 2023,] [added: 2024,] the company’s internal control over financial reporting is effective based on those criteria.

We have audited the accompanying consolidated balance sheets of AT&T Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in [added: the Index at] Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 23, 2024] [added: 12, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At December 31, [removed: 2023,] [added: 2024,] the Company’s defined benefit pension obligation was [removed: $33,227] [added: $30,944] million and exceeded the fair value of pension plan assets of [removed: $30,098] [added: $27,919] million, resulting in an unfunded benefit obligation of [removed: $3,129] [added: $3,025] million. Additionally, at December 31, [removed: 2023,] [added: 2024,] the Company’s postretirement benefit obligation was [removed: $6,693] [added: $6,339] million and exceeded the fair value of postretirement plan assets of [removed: $1,763] [added: $1,144] million, resulting in an unfunded benefit obligation of [removed: $4,930] [added: $5,195] million. As explained in Note 14 to the consolidated financial statements, the Company updates the assumptions used to measure the defined benefit pension and postretirement benefit obligations, including discount rates, at December 31 or upon a remeasurement event. The Company determines the discount rates used to measure the obligations based on the development of a yield curve using high-quality corporate bonds selected to yield cash flows that correspond to the expected timing and amount of the expected future benefit payments. | | |

| *Description of the Matter* | | | At December 31, [removed: 2023,] [added: 2024,] the Company’s goodwill balance was [removed: $67,854] [added: $63,432] million. As discussed in Note 1 to the consolidated financial statements, reporting unit goodwill is tested at least annually for impairment. Estimating fair [removed: values] [added: value] in connection with [removed: these] [added: the] impairment [removed: evaluations] [added: evaluation] involves the utilization of discounted cash flow and market multiple approaches. | | |

| Auditing management’s annual goodwill impairment test for the Consumer Wireline [removed: and Business Wireline] reporting [removed: units] [added: unit] was complex because the estimation of fair [removed: values] [added: value] involves subjective management assumptions, such as [added: the] projected terminal growth [removed: rates,] [added: rate,] projected long-term EBITDA [removed: margins,] [added: margin,] and weighted average cost of capital, and complex valuation methodologies, such as the discounted cash flow and market multiple approaches. Assumptions used in these valuation models are forward-looking, and changes in these assumptions can have a material effect on the determination of fair value. | | | | | |

| Our audit procedures to test management’s impairment evaluations included, among others, assessing the valuation methodologies and significant assumptions discussed above and the underlying data used to develop such assumptions. For example, we compared the significant assumptions to current industry, market and economic trends, and other guideline companies in the same industry. Where appropriate, we evaluated whether changes to the Company’s business and other factors would affect the significant assumptions. We also assessed the historical accuracy of management’s estimates and performed independent sensitivity analyses. We involved our valuation specialists to assist us in evaluating the methodologies and auditing the assumptions used to calculate the estimated fair [removed: values] [added: value] of the [removed: Company’s] [added: Consumer Wireline] reporting [removed: units.] [added: unit.] | | | | | |

We have audited AT&T Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, AT&T Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2023] [added: 2024] consolidated financial statements of the Company and our report dated February [removed: 23, 2024] [added: 12, 2025] expressed an unqualified opinion thereon.

February 12, 2025

February 12, 2025

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| AT&T Inc. | | | | | | | | |

| Dollars in millions except per share amounts | | | | | | | | |

Below are our interest rate derivatives subject to material interest rate risk as of December 31, 2023.

The interest rates illustrated below refer to the average rates we expect to pay based on current and implied forward rates and the average rates we expect to receive based on derivative contracts.

The notional amount is the principal amount of the debt subject to the interest rate swap contracts.

The fair value asset (liability) represents the amount we would receive (pay) if we terminated the contracts as of December 31, 2023.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Maturity | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | 2025 | | | 2026 | | | 2027 | | | 2028 | | | Thereafter | | | Total | | | Fair Value 12/31/2023 | | |

| Interest Rate Derivatives | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest Rate Swaps: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Receive Fixed/Pay Variable Notional Amount Maturing2 | | | $ | — | | $ | — | | $ | 1,750 | | $ | — | | $ | — | | $ | — | | $ | 1,750 | | $ | (2) | |

| Weighted-Average Variable Rate Payable1,2 | | | 5.0 | | % | 3.6 | | % | 3.3 | | % | — | | % | — | | % | — | | % | | | | | | |

| Weighted-Average Fixed Rate Receivable | | | 5.5 | | % | 5.5 | | % | 5.5 | | % | — | | % | — | | % | — | | % | | | | | | |

| 1Interest payable based on implied forward rates for the secured overnight financing rate (SOFR) plus a spread of approximately 14 basis points. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2Derivative is cancelable by the counterparty beginning in 2024. | | | | | | | | | | | | | | | | | | | | | | | | | | |

February 23, 2024

- In 2006, we acquired ILEC BellSouth Corporation (BellSouth), which included BellSouth’s [removed: 40 percent] [added: 40%] economic interest in AT&T Mobility LLC (AT&T Mobility), formerly Cingular Wireless LLC, resulting in [removed: 100 percent] [added: 100%] ownership of AT&T Mobility.

The Communications segment provides wireless and wireline telecom and broadband services to consumers located in the [removed: U.S.] [added: United States] and businesses globally.

- Business Wireline provides advanced ethernet-based fiber services, [added: fixed wireless services,] IP Voice and managed professional services, as well as [removed: traditional] [added: legacy] voice and data services and related [removed: equipment] [added: equipment,] to business customers.

- [removed: Consumer] [added: Consumer] Wireline provides broadband services, including fiber connections that provide multi-gig [removed: services to residential customers in select locations] [added: services,] and our fixed wireless access product [added: (AT&T Internet Air or “AIA”)] that provides [removed: home] internet services delivered over our 5G wireless [removed: network where available.][added: network, to residential customers in select locations.]

The Latin America segment provides wireless [removed: services] [added: service] and equipment in Mexico.

Corporate support costs, including administrative support costs borne by AT&T where business units do not influence decision [removed: making, divested businesses] [added: making] and results from business no longer integral to our operations are reported as *Corporate* and *Other*, which reconciles our segment results to consolidated operating income and income before income taxes.

Streaming, augmented reality, “smart” [removed: technologies and] [added: technologies,] user generated content [added: and artificial intelligence (AI)] are expected to continue to drive greater demand for [removed: broadband and] [added: broadband, which we believe will allow us to] capitalize on our fiber and 5G deployments.

[removed: In December 2023,] [added: During 2024,] we [removed: announced plans to collaborate] [added: collaborated] with Ericsson to lead the U.S. in commercial scale open radio access network (Open RAN) deployment to build a more robust ecosystem of network infrastructure providers and suppliers, fostering lower network costs, improved operational efficiencies and allowing for continued investment in our fast-growing broadband network.

We plan for about 70% of our wireless network traffic to flow across open-capable platforms by late [removed: 2026, and to have fully-integrated Open RAN sites operating starting in 2024.][added: 2026.]

We expect to continue to invest significant capital in expanding our network capacity, as well as obtaining additional [removed: spectrum] [added: spectrum, when available,] that meets our long-term needs.

We participate in FCC spectrum auctions and have been redeploying spectrum previously used for more basic services to support [removed: more advanced mobile internet services.]

In North America, our network covers over [removed: 438] [added: 440] million people with 4G LTE and over [removed: 302] [added: 314] million with 5G technology.

In the United States, our network covers all major metropolitan areas and more than [removed: 334] [added: 336] million people with our LTE technology and more than [removed: 302] [added: 314] million people with our 5G technology.

At December 31, [removed: 2023,] [added: 2024,] we had more than [removed: 8.3] [added: 9.3] million fiber consumer wireline broadband customers, adding [removed: 1.1] [added: 1.0] million during the year.

Additional information about our segments, including financial information, is included under the heading “Segment Results” in Item [removed: 7.][added: 7 and in Note 4 of Item 8.]

Our Communications services and products are marketed under the AT&T, AT&T Business, Cricket, AT&T [removed: PREPAIDSM and] [added: PREPAIDSM,] AT&T Fiber [added: and AT&T Internet Air] brand names.

The Communications segment provided approximately 97% of [removed: 2023] [added: 2024] segment operating revenues and accounted for [added: substantially] all of our [removed: 2023] [added: 2024] total segment [added: operating] income.

Mobility – Our Mobility business unit provides nationwide wireless [removed: services] [added: service] to consumers and wholesale and resale wireless subscribers located in the United States by utilizing our network to provide voice and data services, including high-speed internet over wireless devices.

We classify our subscribers as either postpaid, [removed: prepaid, connected device] [added: prepaid] or reseller.

As of December 31, [removed: 2023,] [added: 2024,] we served [removed: 242] [added: 118] million Mobility subscribers, including [removed: 87] [added: 89] million postpaid [removed: (71] [added: (73] million phone), 19 million [removed: prepaid, 7 million reseller] [added: prepaid] and [removed: 128] [added: 10] million [removed: connected devices.][added: through resellers.]

We sell [added: online and] through our own company-owned stores, agents and third-party retail stores.

Business Wireline – Our Business Wireline business unit provides services to business customers, including multinational corporations, small and mid-sized businesses, [added: and] governmental and wholesale customers.

We offer [added: fiber and other] advanced [removed: IP-based] [added: connectivity] services, such as [removed: Virtual Private Networks (VPN),] AT&T Dedicated Internet, [added: fiber ethernet] and [removed: Ethernet] [added: broadband, fixed wireless, and hosted and managed professional services,] as well as [removed: traditional data services, cloud solutions,] [added: legacy voice and other transitional services comprised of copper-based voice and data, Virtual Private Networks (VPN), wholesale,] outsourcing and [removed: managed professional services.][added: IP sales.]

Some of the services we have offered historically are in secular decline and, going forward, we will focus on our owned and operated connectivity services powered by 5G and [removed: fiber.][added: fiber as well as evaluating opportunities where we can turn down existing copper infrastructure.]

Consumer Wireline – Our Consumer Wireline business unit provides broadband services, including fiber connections, [added: AIA] and legacy telephony voice communication [removed: services] [added: services,] to customers in the United States by utilizing our IP-based and copper wired network.

We provide broadband and internet services to approximately [removed: 15] [added: 14.1] million [removed: customer locations, with 8] [added: customers, including 9.3] million fiber broadband [removed: connections] [added: subscribers] at December 31, [removed: 2023.][added: 2024.]

With changes in video viewing preferences and the impacts of remote [removed: work and] learning trends, we are experiencing increasing demand for high-speed broadband services.

[removed: With our] [added: Our] focus on fiber [removed: that] brings [removed: efficiencies] [added: owners economics] and [removed: owner economics,] [added: expected efficiencies while] we continue to evaluate opportunities where we can turn down existing copper infrastructure.

We believe that our flexible [removed: platform] [added: platform,] with a broadband and wireless [removed: connection] [added: connection,] is the most efficient way to transport direct-to-consumer video and data experiences both at home and on mobile devices.

*Other [removed: Services] [added: Service] and Equipment*

Our Latin America segment provides wireless [removed: services] [added: service] in Mexico.

We provide postpaid and prepaid wireless services in Mexico to approximately [removed: 22] [added: 24] million subscribers under the AT&T and Unefon brands.

Postpaid [removed: services allow] [added: service allows] for (1) no annual service contract for subscribers who bring their own device or purchase a device on installment and (2) service contracts for periods up to 36 months for subscribers who purchase their equipment under the traditional device subsidy model.

| | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Wireless service | | | [removed: 52] [added: 53] | | % | [removed: 50] [added: 52] | | % | [removed: 43] [added: 50] | | % |

| Business service | | | [removed: 17] [added: 15] | | | [removed: 18] [added: 17] | | | [removed: 17] [added: 18] | | |

| Equipment | | | 17 | | | [removed: 18] [added: 17] | | | [removed: 16] [added: 18] | | |

| Wireless service | | | 2 | | | 2 | | | [removed: 1] [added: 2] | | |

Additionally, while wireless communications providers’ prices and service offerings [removed: are generally] [added: have historically] not [added: been] subject to [added: prescriptive] regulation, the federal government and various states periodically consider new regulations and legislation relating to various aspects of wireless services.

For a discussion of significant regulatory issues directly affecting our operations, please see the information contained under the headings “Operating Environment [removed: Overview”] and [added: Trends of the Business” and] “Regulatory Landscape” of Item 7, which information is incorporated herein by reference.

In September 2024, we agreed to sell our remaining interest in DIRECTV to TPG, which we expect to close in mid-2025.

During 2025, we are focused on the core capabilities of our products, our infrastructure and our network.

Our concentration is to aggregate the most traffic on the largest, lowest marginal cost, converged network through efficient spectrum deployment and construction of the largest high-capacity broadband solutions in the United States, while also working with regulators and customers to decommission high-cost legacy technologies over the next several years.

more advanced mobile internet services.

Additionally, in November 2024, we agreed to purchase select spectrum licenses from United States Cellular Corporation (UScellular) for approximately $1,000, subject to closing conditions, including the consummation of UScellular’s proposed sale of its wireless operations and select spectrum assets to T-Mobile US, Inc.

At December 31, 2024, we had 15.3 million broadband connections, compared to 15.1 million broadband connections in the prior year.

*Copper Decommissioning* While building the network of the future, we are actively working to exit our legacy copper network operations across the large majority of our wireline footprint.

Our exit strategy includes migrating customers to fiber and wireless alternatives, and working with policy-makers to decommission our inefficient and less reliable copper network.

At December 31, 2024, we had 3.3 million network access lines in service and 127,000 DSL subscribers compared, to 4.2 million network access lines in service and 210,000 DSL subscribers in the prior year.

*Service*

*Service*

Historically, a majority of our Business Wireline service revenues came from legacy copper-based voice and data and traditional products; however, over recent years those services have been declining due to secular pressures.

*Broadband Service*

The Latin America segment provided approximately 3% of 2024 segment operating revenues and less than 1% of our 2024 total segment operating income.

*Service*

We also offer prepaid plans.

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

That is why we are committed to inclusion and one of the reasons why our company purpose is “to connect people to greater possibilities.” This emanates from our unwavering pledge to ensure that employees feel included when they join AT&T, and are provided with opportunities for advancement, training and development to realize their full potential while working for the company.

These affinity groups provide opportunities for professional enrichment, leadership, community engagement, market development and networking.

During 2024, we plan to continue to develop and provide high-value, integrated mobile and broadband solutions.

and in Note 4 of Item 8.

*Services*

Customers in our “connected device” category (e.g., users of monitoring devices and automobile systems) generally purchase those devices from third-party suppliers that buy data access supported by our network.

We provide collaboration services that utilize our IP infrastructure and allow our customers to utilize the most advanced technology to improve their productivity.

Additionally, this business unit offers AT&T Internet Air, which is a fixed wireless access product that provides home internet services delivered over our 5G wireless network where available.

*Broadband Services*

We also offer prepaid services to customers who prefer to pay in advance.

| Corporate and Other | | | | | | | | | | | |

| Video services1 | | | — | | | — | | | 12 | | |

| 1U.S. video operations were separated in July 2021. (See Note 6) | | | | | | | | | | | |

“Operating Environment Overview,” of Item 7.

That is why we are committed to equality and one of the reasons why our company purpose is to connect people to greater possibilities.

This focus on diversity emanates from our diverse and inclusive workforce, which is a product of our unwavering commitment to ensure that employees from any and every segment of society are treated with fairness and provided equal opportunities to advance in the company.

These groups are not only organized around women, people of color, faith, LGBTQ+ individuals, people with disabilities and veterans, but also around professionals who are experienced or interested in cybersecurity, engineering, innovation and project management.

We believe that when everyone’s unique story is celebrated, we are able to connect, create and innovate in real and meaningful ways.

| | | | | | | For the fiscal year ended December 31, [removed: 2023] [added: 2024] | | | | | | | | |

For the transition period from [removed: ______] to

Registrant’s telephone number, including area [removed: code] [added: code:] 210-821-4105

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting [removed: company,] [added: company] or an emerging growth company.

See [removed: definition] [added: the definitions] of “large accelerated filer,” “accelerated filer,” “smaller reporting [removed: company,”] [added: company”] and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

Based on the closing price of [removed: $15.95] [added: $19.11] per share on June 30, [removed: 2023,] [added: 2024,] the aggregate market value of our voting and non-voting common stock held by non-affiliates was [removed: $114] [added: $137] billion.

(1)Portions of AT&T Inc.’s Notice of [removed: 2024] [added: 2025] Annual Meeting and Proxy Statement dated on or about April 4, [removed: 2024] [added: 2025,] to be filed within the period permitted under General Instruction G(3) (Part III).

| [removed: [1A.](#i0d12995231184538879373166b6a2300_37)] [added: [1A.](#i03d64a0b53014257bc519dcb51a0e7f8_37)] | | | [Risk [removed: Factors](#i0d12995231184538879373166b6a2300_37)] [added: Factors](#i03d64a0b53014257bc519dcb51a0e7f8_37)] | | | [removed: [7](#i0d12995231184538879373166b6a2300_37)] [added: [7](#i03d64a0b53014257bc519dcb51a0e7f8_37)] | | |

| [removed: [1C.](#i0d12995231184538879373166b6a2300_2694)] [added: [1C.](#i03d64a0b53014257bc519dcb51a0e7f8_43)] | | | [removed: [Cybersecurity](#i0d12995231184538879373166b6a2300_2694)] [added: [Cybersecurity](#i03d64a0b53014257bc519dcb51a0e7f8_43)] | | | [removed: [15](#i0d12995231184538879373166b6a2300_2694)] [added: [15](#i03d64a0b53014257bc519dcb51a0e7f8_43)] | | |

| [removed: [3.](#i0d12995231184538879373166b6a2300_46)] [added: [3.](#i03d64a0b53014257bc519dcb51a0e7f8_49)] | | | [Legal [removed: Proceedings](#i0d12995231184538879373166b6a2300_46)] [added: Proceedings](#i03d64a0b53014257bc519dcb51a0e7f8_49)] | | | [removed: [16](#i0d12995231184538879373166b6a2300_46)] [added: [16](#i03d64a0b53014257bc519dcb51a0e7f8_49)] | | |

| [removed: [4.](#i0d12995231184538879373166b6a2300_49)] [added: [4.](#i03d64a0b53014257bc519dcb51a0e7f8_52)] | | | [Mine Safety [removed: Disclosures](#i0d12995231184538879373166b6a2300_49)] [added: Disclosures](#i03d64a0b53014257bc519dcb51a0e7f8_52)] | | | [removed: [16](#i0d12995231184538879373166b6a2300_49)] [added: [16](#i03d64a0b53014257bc519dcb51a0e7f8_52)] | | |

| | | | [Information about our Executive [removed: Officers](#i0d12995231184538879373166b6a2300_52)] [added: Officers](#i03d64a0b53014257bc519dcb51a0e7f8_55)] | | | [removed: [17](#i0d12995231184538879373166b6a2300_52)] [added: [17](#i03d64a0b53014257bc519dcb51a0e7f8_55)] | | |

| [removed: [5.](#i0d12995231184538879373166b6a2300_58)] [added: [5.](#i03d64a0b53014257bc519dcb51a0e7f8_61)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of [removed: Equity](#i0d12995231184538879373166b6a2300_58) [Securities](#i0d12995231184538879373166b6a2300_58)] [added: Equity](#i03d64a0b53014257bc519dcb51a0e7f8_61) [Securities](#i03d64a0b53014257bc519dcb51a0e7f8_61)] | | | [removed: [18](#i0d12995231184538879373166b6a2300_58)] [added: [18](#i03d64a0b53014257bc519dcb51a0e7f8_61)] | | |

| [removed: [7.](#i0d12995231184538879373166b6a2300_70)] [added: [7.](#i03d64a0b53014257bc519dcb51a0e7f8_73)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0d12995231184538879373166b6a2300_70)] [added: Operations](#i03d64a0b53014257bc519dcb51a0e7f8_73)] | | | [removed: [19](#i0d12995231184538879373166b6a2300_70)] [added: [19](#i03d64a0b53014257bc519dcb51a0e7f8_73)] | | |

| [removed: [7A.](#i0d12995231184538879373166b6a2300_151)] [added: [7A.](#i03d64a0b53014257bc519dcb51a0e7f8_130)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i0d12995231184538879373166b6a2300_151)] [added: Risk](#i03d64a0b53014257bc519dcb51a0e7f8_130)] | | | [removed: [37](#i0d12995231184538879373166b6a2300_151)] [added: [36](#i03d64a0b53014257bc519dcb51a0e7f8_130)] | | |

| [removed: [8.](#i0d12995231184538879373166b6a2300_163)] [added: [8.](#i03d64a0b53014257bc519dcb51a0e7f8_142)] | | | [Financial Statements and Supplementary [removed: Data](#i0d12995231184538879373166b6a2300_163)] [added: Data](#i03d64a0b53014257bc519dcb51a0e7f8_142)] | | | [removed: [43](#i0d12995231184538879373166b6a2300_163)] [added: [41](#i03d64a0b53014257bc519dcb51a0e7f8_142)] | | |

| [removed: [9.](#i0d12995231184538879373166b6a2300_337)] [added: [9.](#i03d64a0b53014257bc519dcb51a0e7f8_319)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0d12995231184538879373166b6a2300_337)] [added: Disclosure](#i03d64a0b53014257bc519dcb51a0e7f8_319)] | | | [removed: [96](#i0d12995231184538879373166b6a2300_337)] [added: [92](#i03d64a0b53014257bc519dcb51a0e7f8_319)] | | |

| [removed: [9A.](#i0d12995231184538879373166b6a2300_340)] [added: [9A.](#i03d64a0b53014257bc519dcb51a0e7f8_322)] | | | [Controls and [removed: Procedures](#i0d12995231184538879373166b6a2300_340)] [added: Procedures](#i03d64a0b53014257bc519dcb51a0e7f8_322)] | | | [removed: [96](#i0d12995231184538879373166b6a2300_340)] [added: [92](#i03d64a0b53014257bc519dcb51a0e7f8_322)] | | |

| [removed: [9B.](#i0d12995231184538879373166b6a2300_343)] [added: [9B.](#i03d64a0b53014257bc519dcb51a0e7f8_325)] | | | [Other [removed: Information](#i0d12995231184538879373166b6a2300_343)] [added: Information](#i03d64a0b53014257bc519dcb51a0e7f8_325)] | | | [removed: [96](#i0d12995231184538879373166b6a2300_343)] [added: [92](#i03d64a0b53014257bc519dcb51a0e7f8_325)] | | |

| | | | [PART [removed: III](#i0d12995231184538879373166b6a2300_346)] [added: IV](#i03d64a0b53014257bc519dcb51a0e7f8_346)] | | | | | |

| [removed: [10.](#i0d12995231184538879373166b6a2300_349)] [added: [10.](#i03d64a0b53014257bc519dcb51a0e7f8_331)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i0d12995231184538879373166b6a2300_349)] [added: Governance](#i03d64a0b53014257bc519dcb51a0e7f8_331)] | | | [removed: [97](#i0d12995231184538879373166b6a2300_349)] [added: [93](#i03d64a0b53014257bc519dcb51a0e7f8_331)] | | |

| [removed: [11.](#i0d12995231184538879373166b6a2300_352)] [added: [11.](#i03d64a0b53014257bc519dcb51a0e7f8_334)] | | | [Executive [removed: Compensation](#i0d12995231184538879373166b6a2300_352)] [added: Compensation](#i03d64a0b53014257bc519dcb51a0e7f8_334)] | | | [removed: [97](#i0d12995231184538879373166b6a2300_352)] [added: [93](#i03d64a0b53014257bc519dcb51a0e7f8_334)] | | |

| [removed: [12.](#i0d12995231184538879373166b6a2300_355)] [added: [12.](#i03d64a0b53014257bc519dcb51a0e7f8_337)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0d12995231184538879373166b6a2300_355)] [added: Matters](#i03d64a0b53014257bc519dcb51a0e7f8_337)] | | | [removed: [98](#i0d12995231184538879373166b6a2300_355)] [added: [93](#i03d64a0b53014257bc519dcb51a0e7f8_337)] | | |

| [removed: [13.](#i0d12995231184538879373166b6a2300_358)] [added: [13.](#i03d64a0b53014257bc519dcb51a0e7f8_340)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0d12995231184538879373166b6a2300_358)] [added: Independence](#i03d64a0b53014257bc519dcb51a0e7f8_340)] | | | [removed: [99](#i0d12995231184538879373166b6a2300_358)] [added: [94](#i03d64a0b53014257bc519dcb51a0e7f8_340)] | | |

| [removed: [14.](#i0d12995231184538879373166b6a2300_361)] [added: [14.](#i03d64a0b53014257bc519dcb51a0e7f8_343)] | | | [Principal Accountant Fees and [removed: Services](#i0d12995231184538879373166b6a2300_361)] [added: Services](#i03d64a0b53014257bc519dcb51a0e7f8_343)] | | | [removed: [99](#i0d12995231184538879373166b6a2300_361)] [added: [94](#i03d64a0b53014257bc519dcb51a0e7f8_343)] | | |

| [removed: [15.](#i0d12995231184538879373166b6a2300_367)] [added: [15.](#i03d64a0b53014257bc519dcb51a0e7f8_349)] | | | [Exhibits and Financial Statement [removed: Schedules](#i0d12995231184538879373166b6a2300_367)] [added: Schedules](#i03d64a0b53014257bc519dcb51a0e7f8_349)] | | | [removed: [99](#i0d12995231184538879373166b6a2300_367)] [added: [94](#i03d64a0b53014257bc519dcb51a0e7f8_349)] | | |

At January 31, 2025, common shares outstanding were 7,178,183,000.

| | | | [PART I](#i03d64a0b53014257bc519dcb51a0e7f8_19) | | | | | |

| 1. | | | [Business](#i03d64a0b53014257bc519dcb51a0e7f8_22) | | | [1](#i03d64a0b53014257bc519dcb51a0e7f8_22) | | |

| [1B.](#i03d64a0b53014257bc519dcb51a0e7f8_40) | | | [Unresolved Staff Comments](#i03d64a0b53014257bc519dcb51a0e7f8_40) | | | [15](#i03d64a0b53014257bc519dcb51a0e7f8_40) | | |

| [2.](#i03d64a0b53014257bc519dcb51a0e7f8_46) | | | [Properties](#i03d64a0b53014257bc519dcb51a0e7f8_46) | | | [16](#i03d64a0b53014257bc519dcb51a0e7f8_46) | | |

| | | | [PART II](#i03d64a0b53014257bc519dcb51a0e7f8_58) | | | | | |

| [6.](#i03d64a0b53014257bc519dcb51a0e7f8_70) | | | [\[Reserved\]](#i03d64a0b53014257bc519dcb51a0e7f8_70) | | | [19](#i03d64a0b53014257bc519dcb51a0e7f8_70) | | |

| [9](#i03d64a0b53014257bc519dcb51a0e7f8_2693)[C.](#i03d64a0b53014257bc519dcb51a0e7f8_2693) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i03d64a0b53014257bc519dcb51a0e7f8_2693) | | | [92](#i03d64a0b53014257bc519dcb51a0e7f8_2693) | | |

| | | | [PART III](#i03d64a0b53014257bc519dcb51a0e7f8_328) | | | | | |

| [16.](#i03d64a0b53014257bc519dcb51a0e7f8_355) | | | [Form 10-K Summary](#i03d64a0b53014257bc519dcb51a0e7f8_355) | | | [97](#i03d64a0b53014257bc519dcb51a0e7f8_355) | | |

| AT&T Inc. 2.400% Global Notes due March 15, 2024 | | | T 24A | | | New York Stock Exchange | | |

At February 7, 2024, common shares outstanding were 7,152,792,253.

| | | | [PART I](#i0d12995231184538879373166b6a2300_19) | | | | | |

| 1. | | | [Business](#i0d12995231184538879373166b6a2300_22) | | | [1](#i0d12995231184538879373166b6a2300_22) | | |

| [1](#i0d12995231184538879373166b6a2300_40)[B](#i0d12995231184538879373166b6a2300_40)[.](#i0d12995231184538879373166b6a2300_40) | | | [U](#i0d12995231184538879373166b6a2300_40)[nr](#i0d12995231184538879373166b6a2300_40)[esolved Sta](#i0d12995231184538879373166b6a2300_40)[ff](#i0d12995231184538879373166b6a2300_40) [Comments](#i0d12995231184538879373166b6a2300_40) | | | [1](#i0d12995231184538879373166b6a2300_40)[5](#i0d12995231184538879373166b6a2300_40) | | |

| [2.](#i0d12995231184538879373166b6a2300_43) | | | [Properties](#i0d12995231184538879373166b6a2300_43) | | | [16](#i0d12995231184538879373166b6a2300_43) | | |

| | | | [PART II](#i0d12995231184538879373166b6a2300_55) | | | | | |

| [6.](#i0d12995231184538879373166b6a2300_67) | | | [Item 6. \[Reserved\]](#i0d12995231184538879373166b6a2300_67) | | | [19](#i0d12995231184538879373166b6a2300_67) | | |

| | | | [PART IV](#i0d12995231184538879373166b6a2300_364) | | | | | |

| [16.](#i0d12995231184538879373166b6a2300_373) | | | [Form 10-K Summary](#i0d12995231184538879373166b6a2300_373) | | | [101](#i0d12995231184538879373166b6a2300_373) | | |

The full Board and Audit Committee regularly [removed: receives] [added: receive] reports and presentations on privacy and data security, which address relevant cybersecurity issues and risks and span a wide range of topics.

b.protecting AT&T-owned and -managed assets and resources against unauthorized access by monitoring potential security threats, correlating network [removed: events,] [added: events] and overseeing the execution of corrective actions;

We maintain a network and information security program that is reasonably designed to protect our information, and that of our customers, from unauthorized risks to their confidentiality, [removed: integrity,] [added: integrity] or availability.

Our program encompasses the CSO and its policies, platforms, [removed: procedures,] [added: procedures] and processes for assessing, identifying, and managing risks from cybersecurity threats, including third-party risk from vendors and [removed: suppliers; and the program is generally designed to identify and respond to security incidents and threats in a timely manner to minimize the loss or compromise of information assets and to facilitate incident resolution.][added: suppliers.]

We assess, [removed: identify,] [added: identify] and manage risks from cybersecurity threats through various mechanisms, which from time to time may include tabletop exercises to test our preparedness and incident response process, business unit assessments, control gap analyses, threat modeling, impact analyses, internal audits, external audits, penetration tests and engaging third parties to conduct analyses of our information security program.

We also obtain cybersecurity threat intelligence from recognized forums, third [removed: parties,] [added: parties] and other sources as part of our risk assessment process.

[removed: In addition, as a critical infrastructure entity, we collaborate] with numerous agencies in the U.S. government to help protect U.S. communications networks and critical infrastructure, which, in turn, informs our cybersecurity threat intelligence.

The IRPs set out a coordinated, multi-functional approach for investigating, [removed: containing,] [added: containing] and mitigating incidents, including reporting findings to senior management and other key stakeholders and keeping them informed and involved as appropriate.

In [removed: 2023,] [added: 2024,] we did not identify and were not aware of any [added: risks from] cybersecurity [removed: breaches] [added: threats, including as a result of any previous cybersecurity incidents,] that we believe have materially affected or are reasonably likely to materially affect our business strategy, results of [removed: operations,] [added: operations] or financial condition.

For a discussion of cybersecurity risk, please see the information contained under the heading “Cyberattacks impacting our [removed: networks or] [added: networks,] systems [added: or data or those of our suppliers or vendors] may have a material adverse effect on our [added: operations or results of] operations” of Item 1A.

The program is integrated into our overall risk management framework and is generally designed to identify and respond to security incidents and threats in a timely manner to minimize the loss or compromise of information assets and to facilitate incident resolution.

When circumstances warrant, we also retain external cybersecurity experts to assist the CSO.

In addition, as a critical infrastructure entity, we collaborate

At December 31, [removed: 2023,] [added: 2024,] of our total property, plant and equipment, central office equipment represented 29%; outside plant (including cable, wiring and other non-central office network equipment) represented 27%; other equipment, comprised principally of wireless network equipment attached to towers, furniture and office equipment and vehicles and other work equipment, represented 25%; land, building and wireless communications towers represented 12%; and other miscellaneous property represented 7%.

Property on which [removed: communication] [added: communications] towers are located may be either owned or leased.

| John T. Stankey | | | [removed: 61] [added: 62] | | | Chief Executive Officer and President | | | 7/2020 | | |

| F. Thaddeus Arroyo | | | [removed: 60] [added: 61] | | | Chief Strategy and Development Officer | | | 5/2022 | | |

| Pascal Desroches | | | [removed: 59] [added: 60] | | | Senior Executive Vice President and Chief Financial Officer | | | 4/2021 | | |

| Edward W. Gillespie | | | [removed: 62] [added: 63] | | | Senior Executive Vice President - External and Legislative Affairs, AT&T Services, Inc. | | | 4/2020 | | |

| Kellyn S. Kenny | | | [removed: 46] [added: 47] | | | Chief Marketing and Growth Officer | | | 5/2022 | | |

| Lori M. Lee | | | [removed: 58] [added: 59] | | | Global Marketing Officer and Senior Executive Vice President - Human Resources and International | | | 8/2023 | | |

| Jeremy Legg | | | [removed: 54] [added: 55] | | | Chief Technology Officer, AT&T Services, Inc. | | | 5/2022 | | |

| David R. McAtee II | | | [removed: 55] [added: 56] | | | Senior Executive Vice President and General Counsel | | | 10/2015 | | |

| Jeffery S. McElfresh | | | [removed: 53] [added: 54] | | | Chief Operating Officer | | | 5/2022 | | |

As of February 1, 2025

As of February 1, 2024

The number of stockholders of record as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] was [removed: 749,207] [added: 712,700] and [removed: 784,110.][added: 749,207.]

We declared dividends on common stock, on a quarterly basis, totaling $1.11 per share in [removed: 2023] [added: 2024] and [removed: $1.11 per share in 2022.][added: 2023.]

[removed: ][added: ]

The comparison above assumes $100 invested on December 31, [removed: 2018,] [added: 2019,] in AT&T common stock and the following Standard & Poor’s (S&P) Indices: S&P 500 Index and S&P 500 Communication Services Index.

[removed: Our] [added: | 1 In March 2014, our] Board of Directors [removed: has] approved [removed: the following] [added: an] authorization to repurchase [added: up to 300 million shares of our] common [removed: stock:] [added: stock. The authorization had no expiration date. In December 2024, our Board of Directors approved an authorization to repurchase up to $10,000 of common stock and terminated the] March 2014 [removed: authorization program for 300 million shares, with 144 million outstanding at] [added: authorization. No repurchases were made in] December [removed: 31, 2023.][added: 2024 under the March 2014 authorization. The December 2024 authorization has no expiration date. | | | | | | | | | | | | | | |]

A summary of our repurchases of common stock during the fourth quarter of [removed: 2023] [added: 2024] is as follows:

| Period | | | Total Number of Shares (or Units) Purchased1,2 | | | Average Price Paid Per Share (or Unit) | | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs1 | | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under The Plans or [removed: Programs] [added: Programs1] | | |

| 2 Of the shares purchased, [removed: 264,463] [added: 517,927] shares were acquired through the withholding of taxes on the vesting of restricted stock and performance shares or in respect of the exercise price of options. | | | | | | | | | | | | | | |

The number of stockholders of record as of January 31, 2025, was 710,181.

| October 1, 2024 – | | | | | | | | | | | | | | |

| October 31, 2024 | | | 424,825 | | | $ | 22.12 | | 36,300 | | | 143,695,672 | | |

| November 1, 2024 – | | | | | | | | | | | | | | |

| November 30, 2024 | | | 504 | | | $ | 22.54 | | — | | | 143,695,672 | | |

| December 1, 2024 – | | | | | | | | | | | | | | |

| December 31, 2024 | | | 128,898 | | | $ | 22.57 | | — | | | $ | 10,000 | |

| Total | | | 554,227 | | | $ | 22.22 | | 36,300 | | | | | |

The number of stockholders of record as of February 7, 2024, was 746,395.

To implement this authorization, we have used open market repurchases, relying on Rule 10b5-1 of the Securities Exchange Act of 1934, where feasible.

We have also used accelerated share repurchase agreements with large financial institutions to repurchase our stock.

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.

Our 2024 financing activities will focus on managing our debt level and paying dividends, subject to approval by our Board of Directors.

We plan to fund our financing uses of cash through a combination of cash from operations, issuance of debt and asset sales.

The timing and mix of any debt issuance and/or refinancing will be guided by credit market conditions and interest rate trends.

| October 1, 2023 – | | | | | | | | | | | | | | |

| October 31, 2023 | | | 185,638 | | | $ | 14.99 | | — | | | 143,731,972 | | |

| November 1, 2023 – | | | | | | | | | | | | | | |

| November 30, 2023 | | | 2,674 | | | $ | 15.81 | | — | | | 143,731,972 | | |

| December 1, 2023 – | | | | | | | | | | | | | | |

| December 31, 2023 | | | 76,151 | | | $ | 16.55 | | — | | | 143,731,972 | | |

| Total | | | 264,463 | | | $ | 15.45 | | — | | | | | |

| 1 In March 2014, our Board of Directors approved an authorization to repurchase up to 300 million shares of our common stock. The authorization has no expiration date. | | | | | | | | | | | | | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Service | | | $ | [removed: 99,649] [added: 100,135] | | | | | $ | [removed: 97,831] [added: 99,649] | | | | | $ | [removed: 111,565] [added: 97,831] | |

| Equipment | | | [removed: 22,779] [added: 22,201] | | | | | | [removed: 22,910] [added: 22,779] | | | | | | [removed: 22,473] [added: 22,910] | | |

| Total operating revenues | | | [removed: 122,428] [added: 122,336] | | | | | | [removed: 120,741] [added: 122,428] | | | | | | [removed: 134,038] [added: 120,741] | | |

| Equipment | | | [removed: 23,136] [added: 22,249] | | | | | | [removed: 24,009] [added: 23,136] | | | | | | [removed: 23,685] [added: 24,009] | | |

| Other cost of revenues (exclusive of depreciation and amortization shown separately below) | | | [removed: 26,987] [added: 26,972] | | | | | | [removed: 26,839] [added: 26,987] | | | | | | [removed: 28,616] [added: 26,839] | | |

| Selling, general and administrative | | | [removed: 28,874] [added: 28,411] | | | | | | [removed: 28,961] [added: 28,874] | | | | | | [removed: 29,669] [added: 28,961] | | |

| Asset impairments and abandonments and restructuring | | | [removed: 1,193] [added: 5,075] | | | | | | [removed: 27,498] [added: 1,193] | | | | | | [removed: 213] [added: 27,498] | | |

| Depreciation and amortization | | | [removed: 18,777] [added: 20,580] | | | | | | [removed: 18,021] [added: 18,777] | | | | | | [removed: 17,852] [added: 18,021] | | |

| Total operating expenses | | | [removed: 98,967] [added: 103,287] | | | | | | [removed: 125,328] [added: 98,967] | | | | | | [removed: 108,141] [added: 125,328] | | |

| Operating Income (Loss) | | | [removed: 23,461] [added: 19,049] | | | | | | [removed: (4,587)] [added: 23,461] | | | | | | [removed: 25,897] [added: (4,587)] | | |

| Interest expense | | | [removed: (6,704)] [added: (6,759)] | | | | | | [removed: (6,108)] [added: (6,704)] | | | | | | [removed: (6,716)] [added: (6,108)] | | |

| Equity in net income of affiliates | | | [removed: 1,675] [added: 1,989] | | | | | | [removed: 1,791] [added: 1,675] | | | | | | [removed: 603] [added: 1,791] | | |

| Other income (expense) – net | | | [removed: 1,416] [added: 2,419] | | | | | | [removed: 5,810] [added: 1,416] | | | | | | [removed: 9,387] [added: 5,810] | | |

| Total other income (expense) | | | [removed: (3,613)] [added: (2,351)] | | | | | | [removed: 1,493] [added: (3,613)] | | | | | | [removed: 3,274] [added: 1,493] | | |

| Income (Loss) from Continuing Operations Before Income Taxes | | | [removed: 19,848] [added: 16,698] | | | | | | [removed: (3,094)] [added: 19,848] | | | | | | [removed: 29,171] [added: (3,094)] | | |

| Income tax expense on continuing operations | | | [removed: 4,225] [added: 4,445] | | | | | | [removed: 3,780] [added: 4,225] | | | | | | [removed: 5,395] [added: 3,780] | | |

| Income (Loss) from Continuing Operations | | | [removed: 15,623] [added: 12,253] | | | | | | [removed: (6,874)] [added: 15,623] | | | | | | [removed: 23,776] [added: (6,874)] | | |

| Loss from discontinued operations, net of tax | | | — | | | | | | [removed: (181)] [added: —] | | | | | | [removed: (2,297)] [added: (181)] | | |

| Net Income (Loss) | | | [removed: 15,623] [added: 12,253] | | | | | | [removed: (7,055)] [added: 15,623] | | | | | | [removed: 21,479] [added: (7,055)] | | |

| Less: Net Income Attributable to Noncontrolling Interest | | | [removed: (1,223)] [added: (1,305)] | | | | | | [removed: (1,469)] [added: (1,223)] | | | | | | [removed: (1,398)] [added: (1,469)] | | |

| Net Income (Loss) Attributable to AT&T | | | $ | [removed: 14,400] [added: 10,948] | | | | | $ | [removed: (8,524)] [added: 14,400] | | | | | $ | [removed: 20,081] [added: (8,524)] | |

| Less: Preferred Stock Dividends | | | [removed: (208)] [added: (202)] | | | | | | [removed: (203)] [added: (208)] | | | | | | [removed: (207)] [added: (203)] | | |

| Net Income (Loss) Attributable to Common Stock | | | $ | [removed: 14,192] [added: 10,746] | | | | | $ | [removed: (8,727)] [added: 14,192] | | | | | $ | [removed: 19,874] [added: (8,727)] | |

| Basic Earnings (Loss) Per Share from continuing operations | | | $ | [removed: 1.97] [added: 1.49] | | | | | $ | [removed: (1.10)] [added: 1.97] | | | | | $ | [removed: 3.07] [added: (1.10)] | |

| Basic Loss Per Share from discontinued operations | | | $ | — | | | | | $ | [removed: (0.03)] [added: —] | | | | | $ | [removed: (0.30)] [added: (0.03)] | |

| Basic Earnings (Loss) Per Share Attributable to Common Stock | | | $ | [removed: 1.97] [added: 1.49] | | | | | $ | [removed: (1.13)] [added: 1.97] | | | | | $ | [removed: 2.77] [added: (1.13)] | |

| Diluted Earnings (Loss) Per Share from continuing operations | | | $ | [removed: 1.97] [added: 1.49] | | | | | $ | [removed: (1.10)] [added: 1.97] | | | | | $ | [removed: 3.02] [added: (1.10)] | |

| Diluted Loss Per Share from discontinued operations | | | $ | — | | | | | $ | [removed: (0.03)] [added: —] | | | | | $ | [removed: (0.29)] [added: (0.03)] | |

| Diluted Earnings (Loss) Per Share Attributable to Common Stock | | | $ | [removed: 1.97] [added: 1.49] | | | | | $ | [removed: (1.13)] [added: 1.97] | | | | | $ | [removed: 2.73] [added: (1.13)] | |

| Net income (loss) | | | $ | [removed: 15,623] [added: 12,253] | | | | | $ | [removed: (7,055)] [added: 15,623] | | | | | $ | [removed: 21,479] [added: (7,055)] | |

| Translation [removed: adjustment (includes $0, $0 and $(2) attributable to noncontrolling interest),] [added: adjustment,] net of taxes of [removed: $143, $90] [added: $(175), $143] and [removed: $(44)] [added: $90] | | | [removed: 463] [added: (545)] | | | | | | [removed: 346] [added: 463] | | | | | | [removed: (127)] [added: 346] | | |

| Reclassification adjustment included in net income (loss), net of taxes of [removed: $0,] [added: $(14),] $0 and [removed: $204] [added: $0] | | | [removed: —] [added: 127] | | | | | | — | | | | | | [removed: 2,087] [added: —] | | |

| Distributions of WarnerMedia, net of taxes of $0, [removed: $(38) and] $0 [added: and $(38)] | | | — | | | | | | [removed: (182)] [added: —] | | | | | | [removed: —] [added: (182)] | | |

| Net unrealized gains (losses), net of taxes of [removed: $8, $(49)] [added: $(5), $8] and [removed: $(21)] [added: $(49)] | | | [removed: 22] [added: (19)] | | | | | | [removed: (143)] [added: 22] | | | | | | [removed: (63)] [added: (143)] | | |

| Reclassification adjustment included in net income (loss), net of taxes of [removed: $4, $3] [added: $10, $4] and [removed: $(1)] [added: $3] | | | [removed: 11] [added: 30] | | | | | | [removed: 8] [added: 11] | | | | | | [removed: (3)] [added: 8] | | |

| Net unrealized gains (losses), net of taxes of [removed: $228, $(183)] [added: $121, $228] and [removed: $(192)] [added: $(183)] | | | [removed: 922] [added: 380] | | | | | | [removed: (648)] [added: 922] | | | | | | [removed: (715)] [added: (648)] | | |

| Reclassification adjustment included in net income (loss), net of taxes of [removed: $12, $25] [added: $14, $12] and [removed: $19] [added: $25] | | | [removed: 47] [added: 45] | | | | | | [removed: 96] [added: 47] | | | | | | [removed: 72] [added: 96] | | |

| Distributions of WarnerMedia, net of taxes of $0, [removed: $(12) and] $0 [added: and $(12)] | | | — | | | | | | [removed: (24)] [added: —] | | | | | | [removed: —] [added: (24)] | | |

| Net prior service (cost) credit arising during period, net of taxes of [removed: $10, $583] [added: $0, $10] and [removed: $(8)] [added: $583] | | | [removed: 32] [added: —] | | | | | | [removed: 1,787] [added: 32] | | | | | | [removed: (34)] [added: 1,787] | | |

| Total stockholders’ equity | | | 118,245 | | | | | | 117,442 | | |

| Depreciation and amortization | | | 20,580 | | | | | | 18,777 | | | | | | 18,021 | | |

In the event we receive dividends in excess of the carrying amount of the investment, and we have no obligation to provide financial support to the equity method investee, we treat those dividends as returns on investment and classify them as cash flows from operating activities.

Segment Reporting In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (ASU 2023-07).

Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (ASU 2024-03), which requires that a public entity disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation and (d) intangible asset amortization included in each relevant expense caption presented on the face of the income statement.

The standard also requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively as well as disclose the total amount of selling expenses and, annually, the entity’s definition of selling expenses.

In periods subsequent to initial measurement, we recognize period-to-period changes in the

| Net other comprehensive income (loss) | | | (418) | | | | | | 11 | | | | | | 425 | | | | | | (1,523) | | | | | | (1,505) | | |

| Balance as of December 31, 2024 | | | $ | (1,755) | | | | | $ | (46) | | | | | $ | (604) | | | | | $ | 3,200 | | | | | $ | 795 | |

Our chief operating decision maker (CODM) is our Chief Executive Officer and President.

Our CODM uses operating income to evaluate performance and allocate resources, including capital allocations, when managing the business.

Our CODM manages operations through the review of actual and forecasted “Operations and Support Expenses” information at a segment and business unit level, with Communications and Latin America segments primarily evaluated on a direct cost basis and comprised of equipment, compensation, network and technology, sales, advertising and other costs.

Additionally, business unit expenses within the Communications segment include direct and shared costs.

Direct costs are incurred in support of products and services offered by the business units, such as equipment costs (predominantly wireless devices), network access, rents, leases, sales support, customer provisioning and commission expenses.

Shared costs amongst the business units generally include information technology, network engineering and construction costs, advertising and other general and administrative expense.

| Mobility | | | $ | 85,255 | | | | | $ | 48,724 | | | | | | | | | | | $ | 10,217 | | | | | $ | 26,314 | |

| Business Wireline | | | 18,819 | | | | | | 13,352 | | | | | | | | | | | | 5,555 | | | | | | (88) | | |

| Consumer Wireline | | | 13,578 | | | | | | 9,048 | | | | | | | | | | | | 3,661 | | | | | | 869 | | |

| Total Communications | | | 117,652 | | | | | | 71,124 | | | | | | | | | | | | 19,433 | | | | | | 27,095 | | |

| Latin America – Mexico | | | 4,232 | | | | | | 3,535 | | | | | | | | | | | | 657 | | | | | | 40 | | |

| Segment Total | | | 121,884 | | | | | | 74,659 | | | | | | | | | | | | 20,090 | | | | | | 27,135 | | |

| DTV-related retained costs | | | — | | | | | | 465 | | | | | | | | | | | | 414 | | | | | | (879) | | |

| Parent administration support | | | (2) | | | | | | 1,722 | | | | | | | | | | | | 6 | | | | | | (1,730) | | |

| Value portfolio | | | 338 | | | | | | 102 | | | | | | | | | | | | 17 | | | | | | 219 | | |

| Total Corporate | | | 452 | | | | | | 2,917 | | | | | | | | | | | | 437 | | | | | | (2,902) | | |

| Certain significant items | | | — | | | | | | 5,131 | | | | | | | | | | | | 53 | | | | | | (5,184) | | |

| Total Corporate and Other | | | 452 | | | | | | 8,048 | | | | | | | | | | | | 490 | | | | | | (8,086) | | |

| AT&T Inc. | | | $ | 122,336 | | | | | $ | 82,707 | | | | | | | | | | | $ | 20,580 | | | | | $ | 19,049 | |

| | | | Revenues | | | | | | Operations and Support Expenses | | | | | | | | | | | | Depreciation and Amortization | | | | | | Operating Income (Loss) | | |

| | | | Revenues | | | | | | Operations and Support Expenses | | | | | | | | | | | | Depreciation and Amortization | | | | | | Operating Income (Loss) | | |

| Asset impairments and abandonments and restructuring | | | (5,075) | | | | | | (1,193) | | | | | | (27,498) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| At or for the years ended December 31, | | | | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | |

Examples of service revenues include wireless, fiber and other advanced connectivity, transitional and legacy voice and data.

| Wireless service | | | $ | 65,373 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,668 | | | | | $ | — | | | | | $ | 68,041 | |

| Broadband | | | — | | | | | | — | | | | | | 11,212 | | | | | | — | | | | | | — | | | | | | 11,212 | | |

| Other | | | — | | | | | | — | | | | | | 1,101 | | | | | | — | | | | | | 199 | | | | | | 1,300 | | |

| Total Service | | | 65,373 | | | | | | 18,064 | | | | | | 13,578 | | | | | | 2,668 | | | | | | 452 | | | | | | 100,135 | | |

| Equipment | | | 19,882 | | | | | | 755 | | | | | | — | | | | | | 1,564 | | | | | | — | | | | | | 22,201 | | |

| Total | | | $ | 85,255 | | | | | $ | 18,819 | | | | | $ | 13,578 | | | | | $ | 4,232 | | | | | $ | 452 | | | | | $ | 122,336 | |

| | | | Communications | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Broadcast, programming and operations | | | — | | | | | | — | | | | | | 8,106 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Note payable to DIRECTV, net of payments | | | (130) | | | | | | (1,211) | | | | | | 1,341 | | |

| Translation adjustments attributable to noncontrolling interest, net of taxes | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | (2) | | |

| Total Stockholders’ Equity at beginning of year | | | | | | | | | $ | 106,457 | | | | | | | | | | | $ | 183,855 | | | | | | | | | | | $ | 179,240 | |

On July 31, 2021, we closed our transaction with TPG Capital (TPG) to form a new company named DIRECTV Entertainment Holdings, LLC (DIRECTV).

With the close of the transaction, we separated and deconsolidated our Video business, comprised of our U.S. video operations, and began accounting for our investment in DIRECTV under the equity method (see Notes 6, 10 and 19).

Supplier Finance Obligations As of January 1, 2023, we adopted, with retrospective application, the Financial Accounting Standards Board’s (FASB) Accounting Standards Update (ASU) No. 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations” (ASU 2022-04), which establishes interim and annual reporting disclosure requirements about a company’s supplier finance programs for its purchase of goods and services.

Interim and annual requirements include disclosure of outstanding amounts under the obligations as of the end of the reporting period, and annual requirements include a rollforward of those obligations for the annual reporting period, as well as a description of payment and other key terms of the programs.

We elected to adopt the annual rollforward requirement for the year ended December 31, 2023, with prospective application (see Note 22).

In the year of adoption, the disclosure of payment and other key terms under the programs and outstanding balances under the obligations also applies to interim reporting dates.

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| Dollars in millions except per share amounts | | |

dilutive impact, the magnitude of which was influenced by the fair value of the Mobility preferred interests and the average AT&T common stock price during the reporting period, which varied from period-to-period (see Note 16).

Reference Rate Reform In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (ASU 2020-04, as amended), which provides optional expedients, and allows for certain exceptions to existing GAAP, for contract modifications triggered by the expected market transition of certain benchmark interest rates to alternative reference rates.

ASU 2020-04 applies to contracts, hedging relationships, certain derivatives and other arrangements that reference the London Interbank Offering Rate (LIBOR) or any other rates ending after December 31, 2024.

ASU 2020-04, as amended, became effective immediately.

We do not believe our adoption of ASU 2020-04, including optional expedients, materially impacts our financial statements.

methodology.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2020 | | | $ | (3,926) | | | | | $ | 111 | | | | | $ | (779) | | | | | $ | 8,924 | | | | | $ | 4,330 | |

| Net other comprehensive income (loss) | | | 1,962 | | | | | | (66) | | | | | | (643) | | | | | | (2,054) | | | | | | (801) | | |

| 4Represents unrealized foreign currency translation adjustments at Vrio that were released upon sale (see Note 6). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

We also evaluate segment and business unit performance based on EBITDA and/or EBITDA margin, which is defined as operating income excluding depreciation and amortization.

EBITDA is used as part of our management reporting and we believe EBITDA to be a relevant and useful measurement to our investors as it measures the cash generation potential of our business units.

EBITDA does not give effect to depreciation and amortization expenses incurred in operating income nor is it burdened by cash used for debt service requirements and thus does not reflect available funds for distributions, reinvestment or other discretionary uses.

EBITDA margin is EBITDA divided by total revenue.

Effective for the first quarter of 2023, we stopped recording prior service credits to our individual business units or the corresponding charge to Corporate and Other, and segment operating expenses were recast to remove prior service credits from our historical reporting.

Prior service credits are, and will continue to be, recorded as other income in our consolidated income statement in accordance with GAAP.

This recast increased Communications segment operations and support expenses by approximately $2,400 in 2022 and $2,100 in 2021.

Correspondingly, this recast lowered administrative expenses within Corporate and Other, with no change on a consolidated basis.

*•Video,* which includes our former U.S. video operations that were contributed to DIRECTV on July 31, 2021 (see Note 19).

- *Held-for-sale and other reclassifications,* which includes our former Crunchyroll and Government Solutions businesses.

*•Eliminations and consolidations*, removed transactions involving dealings between Mobility and our Video business, prior to the July 31, 2021 separation of Video.

| Mobility | | | $ | 78,254 | | | | | $ | 47,453 | | | | | $ | 30,801 | | | | | $ | 8,122 | | | | | $ | 22,679 | |

| Business Wireline | | | 23,937 | | | | | | 15,653 | | | | | | 8,284 | | | | | | 5,192 | | | | | | 3,092 | | |

| Consumer Wireline | | | 12,539 | | | | | | 8,922 | | | | | | 3,617 | | | | | | 3,095 | | | | | | 522 | | |

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, [removed: 2023.][added: 2024.]

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, [removed: 2023.][added: 2024.]

AT&T management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on its assessment, AT&T management believes that, as of December 31, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting is effective based on those criteria.

a.There is no information that was required to be disclosed in a report on Form 8-K during the fourth quarter of [removed: 2023] [added: 2024] but was not reported.

b.In the quarter ended December 31, [removed: 2023,] [added: 2024,] none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K.

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| AT&T Inc. | | |

| Dollars in millions except per share amounts | | |

PART III

Not applicable.

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| AT&T Inc. | | |

| | | |

PART III

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 entitled “Information about our Executive Officers.” 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 [removed: 2024] [added: 2025] definitive proxy statement (Proxy Statement) under the heading “Management Proposal Item No. 1.

[removed: Luczo, McCallister] [added: Luczo] and [removed: Ubiñas,] [added: McCallister,] and [removed: Ms. Taylor.][added: Mses.]

Mayer and Taylor.

Information required by Item 408(b) of Regulation S-K is incorporated herein by reference pursuant to General Instruction G(3) from the registrant’s Proxy Statement under the heading “Insider Trading Policy.”

Information required by this Item is incorporated herein by reference pursuant to General Instruction G(3) from the registrant’s Proxy Statement under the headings “Director Compensation,” [added: “2024 Director Compensation Table,”] “CEO Pay Ratio,” “Pay Versus Performance,” and 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.”

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| Dollars in millions except per share amounts | | |

Information required by Item 201(d) of Regulation S-K is included in the registrant’s Proxy Statement under the heading “Equity Compensation Plan Information,” which is incorporated herein by reference pursuant to General Instruction G(3).

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Equity Compensation Plan Information

The following table provides information as of December 31, 2023, concerning shares of AT&T common stock authorized for issuance under AT&T’s existing equity compensation plans.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Equity Compensation Plan Information | | | | | | | | | | | |

| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |

| Equity compensation plans approved by security holders | | | 65,711,036 (1) | | | $ | — | | 97,567,370 (2) | | |

| Equity compensation plans not approved by security holders | | | — | | | — | | | — | | |

| Total | | | 65,711,036 (3) | | | $ | — | | 97,567,370 (2) | | |

(1)Includes the issuance of stock in connection with the following stockholder approved plans: (a) 0 stock options under the Stock Purchase and Deferral Plan (SPDP), (b) 108,480 phantom stock units under the Stock Savings Plan (SSP), 17,725,781 phantom stock units under the SPDP, 21,174 restricted stock under the 2011 Incentive Plan, 425,950 restricted stock under the 2016 Incentive Plan and 43,413,267 restricted stock under the 2018 Incentive Plan, (c) 1,871,791 target number of stock-settled performance shares under the 2018 Incentive Plan.

At payout, the target number of performance shares may be reduced to zero or increased up to 200%.

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 restricted stock, 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 2,144,593 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 12,326,447 shares that may be issued under the SPDP, 82,053,876 shares that may be issued under the 2018 Incentive Plan, and up to 3,187,047 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, 2023, there were 2,199,257 shares of AT&T common stock subject to the converted options, having a weighted-average exercise price of $20.82.

Also, does not include 345,032 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 an estimated 138,149 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.

| Dollars in millions except per share amounts | | |

| (1) Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | | | | | | | | | | [removed: [40](#i0d12995231184538879373166b6a2300_160)] [added: [38](#i03d64a0b53014257bc519dcb51a0e7f8_139)] | | |

| Consolidated Statements of Income | | | | | | | | | | | | [removed: [43](#i0d12995231184538879373166b6a2300_166)] [added: [41](#i03d64a0b53014257bc519dcb51a0e7f8_145)] | | |

| Consolidated Statements of Comprehensive Income | | | | | | | | | | | | [removed: [44](#i0d12995231184538879373166b6a2300_169)] [added: [42](#i03d64a0b53014257bc519dcb51a0e7f8_148)] | | |

| Consolidated Balance Sheets | | | | | | | | | | | | [removed: [45](#i0d12995231184538879373166b6a2300_175)] [added: [43](#i03d64a0b53014257bc519dcb51a0e7f8_154)] | | |

| Consolidated Statements of Cash Flows | | | | | | | | | | | | [removed: [46](#i0d12995231184538879373166b6a2300_181)] [added: [44](#i03d64a0b53014257bc519dcb51a0e7f8_160)] | | |

| Consolidated Statements of Changes in Stockholders’ Equity | | | | | | | | | | | | [removed: [47](#i0d12995231184538879373166b6a2300_187)] [added: [45](#i03d64a0b53014257bc519dcb51a0e7f8_166)] | | |

| Notes to Consolidated Financial Statements | | | | | | | | | | | | [removed: [49](#i0d12995231184538879373166b6a2300_193)] [added: [47](#i03d64a0b53014257bc519dcb51a0e7f8_175)] | | |

| II - Valuation and Qualifying Accounts | | | | | | | | | | | | [removed: [102](#i0d12995231184538879373166b6a2300_376)] [added: [97](#i03d64a0b53014257bc519dcb51a0e7f8_358)] | | |

| 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. [removed: 1-8610.] [added: 001-8610.] | | | | | | | | | | | | | | |

| 4-i | | | [Description of AT&T’s Securities Registered Under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/732717/000073271724000009/ex-4xiye2023.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/732717/000073271725000013/ex-4xiye2024.htm)] | | | | | | | | | | | |

| 10-e | | | [removed: Short] [added: [Short] Term Incentive [removed: Plan ([Exhibit 10.1 to Form 8-K filed on February 2, 2018](https://www.sec.gov/Archives/edgar/data/732717/000073271718000005/exhibit10.htm))] [added: Pla](https://www.sec.gov/Archives/edgar/data/732717/000073271725000013/ex-10xeye2024.htm)[n](https://www.sec.gov/Archives/edgar/data/732717/000073271725000013/ex-10xeye2024.htm)] | | | | | | | | | | | |

| 10-f | | | [removed: Supplemental] [added: [Supplemental] Life Insurance [removed: Plan ([Exhibit 10.1 to Form 8-K filed on June 26, 2020](https://www.sec.gov/Archives/edgar/data/732717/000073271720000020/ex10-1.htm))] [added: Plan](https://www.sec.gov/Archives/edgar/data/732717/000073271725000013/ex-10xfye2024.htm)] | | | | | | | | | | | |

| 10-k | | | Stock Purchase and Deferral Plan as amended May [removed: 18, 2023] [added: 16, 2024] ([Exhibit [removed: 10.3] [added: 10.2] to Form 10-Q for the period [removed: ending](https://www.sec.gov/Archives/edgar/data/732717/000073271723000047/exhibit1032q23.htm) [J](https://www.sec.gov/Archives/edgar/data/732717/000073271723000047/exhibit1032q23.htm)[une 30,](https://www.sec.gov/Archives/edgar/data/732717/000073271723000047/exhibit1032q23.htm) [2023](https://www.sec.gov/Archives/edgar/data/732717/000073271723000047/exhibit1032q23.htm))] [added: ending June 30, 2024](https://www.sec.gov/Archives/edgar/data/732717/000073271724000053/exhibit1022q24.htm))] | | | | | | | | | | | |

| 10-l | | | Cash Deferral Plan as amended [removed: July 28, 2022] [added: May 16, 2024] ([Exhibit [removed: 10.2] [added: 10.1] to Form 10-Q for the period ending [removed: September] [added: June] 30, [removed: 2022](https://www.sec.gov/Archives/edgar/data/732717/000073271722000102/exhibit1023q22.htm))] [added: 2024](https://www.sec.gov/Archives/edgar/data/732717/000073271724000053/exhibit1012q24.htm))] | | | | | | | | | | | |

| [removed: 10-n] [added: 10-o] | | | [removed: Officer Disability] [added: AT&T Inc. Health] Plan ([Exhibit [removed: 10-i] [added: 10.3] to Form 10-Q for the period ending June 30, [removed: 2009](https://www.sec.gov/Archives/edgar/data/732717/000073271709000050/ex10i.htm))] [added: 2024](https://www.sec.gov/Archives/edgar/data/732717/000073271724000053/exhibit1032q24.htm))] | | | | | | | | | | | |

| [removed: 10-o] [added: 97] | | | AT&T Inc. [removed: Health Plan] [added: Clawback Policy] ([Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/732717/000073271723000047/exhibit1022q23.htm)[2](https://www.sec.gov/Archives/edgar/data/732717/000073271723000047/exhibit1022q23.htm) [to] [added: 97 to] Form [removed: 10-Q] [added: 10-K] for the period [removed: ending](https://www.sec.gov/Archives/edgar/data/732717/000073271723000047/exhibit1022q23.htm) [June](https://www.sec.gov/Archives/edgar/data/732717/000073271723000047/exhibit1022q23.htm) [30, 202](https://www.sec.gov/Archives/edgar/data/732717/000073271723000047/exhibit1022q23.htm)[3](https://www.sec.gov/Archives/edgar/data/732717/000073271723000047/exhibit1022q23.htm))] [added: ending December 31, 2023](https://www.sec.gov/Archives/edgar/data/732717/000073271724000009/ex-97ye2023.htm))] | | | | | | | | | | | |

| 10-v | | | [removed: [Form] [added: Form] of Indemnity Agreement between AT&T Inc. and its directors and [removed: officers.](https://www.sec.gov/Archives/edgar/data/732717/000073271724000009/ex-10xvye2023.htm)] [added: officers ([Exhibit 10-v to Form 10-K for the period ending December 31, 2023](https://www.sec.gov/Archives/edgar/data/732717/000073271724000009/ex-10xvye2023.htm))] | | | | | | | | | | | |

| 10-y | | | $12,000,000,000 Amended and Restated Credit Agreement, dated as of November 18, 2022, among AT&T Inc., the lenders named therein and Citibank, N.A., as [removed: agent.] [added: agent] ([Exhibit 10.1 to Form 8-K filed on November 18, 2022](https://www.sec.gov/Archives/edgar/data/732717/000119312522288947/d385545dex101.htm)) | | | | | | | | | | | |

| 10-z | | | [removed: Second] [added: Third] Amended and Restated Limited Liability Company Agreement of NCWPCS MPL Holdings, LLC [removed: [(](https://www.sec.gov/Archives/edgar/data/732717/000119312519312856/d847484dex101.htm)[Exhibit] [added: ([Exhibit] 10.1 to Form [removed: 8-K filed on December 12, 2019](https://www.sec.gov/Archives/edgar/data/732717/000119312519312856/d847484dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/732717/000119312519312856/d847484dex101.htm)] [added: 10-Q for the period ending September 30, 2024](https://www.sec.gov/Archives/edgar/data/732717/000073271724000059/exhibit1013q24.htm))*] | | | | | | | | | | | |

| 10-aa | | | [removed: AT&T] [added: [AT&T] Inc. Change in Control Severance [removed: Plan ([Exhibit 10.1 to Form 8-K filed on June 30, 2014](https://www.sec.gov/Archives/edgar/data/732717/000073271714000094/exhibit101.htm))] [added: Plan](https://www.sec.gov/Archives/edgar/data/732717/000073271725000013/ex-10xaaye2024.htm)] | | | | | | | | | | | |

| 10-cc | | | Employee Matters Agreement by and among AT&T Inc., Magallanes, Inc., and Discovery, Inc. dated as of May 17, 2021 [removed: [(](https://www.sec.gov/Archives/edgar/data/0000732717/000119312521167802/d166195dex103.htm)[Exhibit] [added: ([Exhibit] 10.3 to Form 8-K [removed: Filed] [added: filed] on May 20, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000732717/000119312521167802/d166195dex103.htm)[)](https://www.sec.gov/Archives/edgar/data/0000732717/000119312521167802/d166195dex103.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/732717/000119312521167802/d166195dex103.htm))] | | | | | | | | | | | |

| 10-dd | | | Tax Matters Agreement between AT&T Inc., Magallanes, Inc., and Discovery, Inc. dated as of May 17, 2021 [removed: [(](https://www.sec.gov/Archives/edgar/data/0000732717/000119312521167802/d166195dex104.htm)[Exhibit] [added: ([Exhibit] 10.4 to Form 8-K [removed: Filed] [added: filed] on May 20, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000732717/000119312521167802/d166195dex104.htm)[)](https://www.sec.gov/Archives/edgar/data/0000732717/000119312521167802/d166195dex104.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/732717/000119312521167802/d166195dex104.htm))] | | | | | | | | | | | |

| 10-ee | | | Amended and Restated Limited Liability Company Agreement of DIRECTV Entertainment Holdings LLC, dated as of July 31, 2021 [removed: [(](https://www.sec.gov/Archives/edgar/data/0000732717/000119312521233230/d188128dex101.htm)[Exhibit] [added: ([Exhibit] 10.1 to Form 8-K filed [added: on] August 2, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000732717/000119312521233230/d188128dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/0000732717/000119312521233230/d188128dex101.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/732717/000119312521233230/d188128dex101.htm))] | | | | | | | | | | | |

| [removed: 10-ff] [added: 10-gg] | | | Relocation Program Plan ([Exhibit 10.2 to Form 10-Q for the period ending September 30, 2021](https://www.sec.gov/Archives/edgar/data/0000732717/000073271721000080/exhibit1023q21.htm)) | | | | | | | | | | | |