AT&T INC. (Form: 8-K, Received: 12/19/2014 15:01:00)

Delaware

(State or Other Jurisdiction

of Incorporation)

1-8610

(Commission File Number)

43-1301883

(I.R.S. Employer

Identification No.)

208 S. Akard St., Dallas, Texas

(Address of principal executive offices)

(Zip Code)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: December 18, 2014

(Date of earliest event reported)

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (210) 821-4105

________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2014, the Human Resources Committee of the Board of Directors of AT&T Inc. approved amendments to the AT&T 2005 Supplemental Employee Retirement Plan (“AT&T SERP”) and the BellSouth Corporation Supplemental Executive Retirement Plan (“BLS SERP”) (collectively, the “2014 Amendments”).

AT&T provides supplemental retirement benefits under the AT&T SERP to employees who became officers before 2009. In 2008, participants in the AT&T SERP made an election to take their distributions either as an annuity or as a lump sum. The 2014 Amendments allowed certain officers who had previously elected the lump sum option to elect to freeze their benefit and receive a fixed 4.3% rate of interest on that amount, effective December 30, 2014. In exchange, the electing officers gave up all future compensation, service and, if applicable, age credits under the plan. The fixed interest rate on their benefit is equal to the discount rate for calculating the lump sum for participants retiring in 2014. This change will eliminate the impact of fluctuations in the interest rate used to calculate the value of their lump sum benefit in the event they leave after 2014. Messrs. de la Vega and Watts, along with certain other officers, elected this option.

Of the officers who are having their benefits frozen, certain of them, including Mr. de la Vega, also participate in the BLS SERP due to their prior BellSouth employment. However, the BLS SERP value as of December 31, 2008, serves as an offset to determine the net AT&T SERP value. In 2011, they ceased earning further service and compensation credits in the BLS SERP, but the value of their lump sum benefit was still subject to interest rate fluctuations. Therefore, the Committee made corresponding amendments to the BLS SERP with respect to these officers to eliminate future impacts of interest changes by freezing the value of the benefit and providing a fixed rate of interest on that amount.

The foregoing descriptions of the AT&T SERP and the BLS SERP are qualified in their entirety by reference to the text of the amendments, which are filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.

Description

10.1	Amendments to the AT&T 2005 Supplemental Employee Retirement Plan

10.2	Amendments to the BellSouth Corporation Supplemental Executive Retirement Plan

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	AT&T INC.


Dated: December 19, 2014	By:	/s/ Stacey S. Maris
		Stacey S. Maris
		Senior Vice President and Secretary

Exhibit 10.1

2005 SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

On December 18, 2014, Section 7.8 and Attachment H, set out below, have been added to the 2005 Supplemental Employee Retirement Plan:

7.8 Special Provisions.

This Plan shall be subject to the special provisions contained in Attachments F, G, and H.

Attachment H

SPECIAL PROVISIONS APPLICABLE TO NAMED PARTICIPANTS

SCOPE OF ATTACHMENT

1.1	The provisions of this Attachment apply to specifically named Participants (a “Named Participant”). To the extent the provisions of this Attachment conflict with other provisions of the Plan, this Attachment will control with respect to the Named Participants.

1.2	Capitalized terms used in this Attachment shall have the meaning assigned to such terms in the Plan, unless defined otherwise in this Attachment F or the context clearly indicates to the contrary.

1.3

As of the Determination Date, a Named Participant’s Target Retirement Benefit shall be converted to a lump sum amount (“Target Retirement Cash Balance Account”), to which interest credits shall be applied. At the Named Participant’s Termination of Employment, the lump sum account balance (including interest credits) shall be converted to a Life with 10 Year Certain SERP Benefit for purposes of applying any applicable offsets and the net benefit shall then be converted, as applicable, to the Benefit Payout Alternative elected by the Named Participant.

II.

2.1	Target Retirement Cash Balance Account . The SERP Benefit formula of Plan Section 3.1 shall be applied using the following elements for the Named Participant as of the Determination Date, to determine the Named Participant’s Target Retirement Cash Balance Account:

Named Participant	Determination Date	Service Factor Determined as of:	Final Average Earnings Determined as of:	Age Discount Determined as of:	Applicable Interest Rate and Mortality Table
Ralph de la Vega	12/31/2014	12/31/2014	12/31/2014	12/31/2014	4.3%; 2013 Applicable PPA Mortality Rates
Wayne Watts	12/31/2014	12/31/2014	12/31/2014	12/31/2014	4.3%; 2013 Applicable PPA Mortality Rates

The Committee may designate additional Named Participants whose Target Retirement Benefit shall be converted to a Target Retirement Cash Balance Account with a Determination Date as of December 31 of the calendar year in which such Named Participant is designated by the Committee; provided, if the Named Participant’s Termination of Employment precedes the Determination Date, no conversion to a Target Retirement Cash Balance Account shall apply. For purposes of converting the Named Participant’s Target Retirement Benefit to a Target Retirement Cash Balance Account, the Applicable Interest Rate and Mortality Table shall be those in effect under the Plan for a Termination of Employment that occurs on the day preceding the Determination Date.

2.2

Interest Credits . From and after the Determination Date, the SEVP-HR shall maintain a record of each Named Participants’ Target Retirement Cash Balance Account. During such period of time that all or any portion of a Named Participant’s Target Retirement Cash Balance Account is not paid, interest shall be credited at the Applicable Interest Rate that was used for purposes of converting the Named Participant’s Target Retirement Benefit to a Target Retirement Cash Balance Account.

2.3	Action at Named Participant’s Termination of Employment . Upon Termination of Employment:

(a)

a Named Participant’s Target Retirement Cash Balance Account, as adjusted for interest credits, shall be converted to an equivalent Life with a 10-Year Certain Benefit (as described in Plan Section 4.2(a)). For purposes of such conversion, the Applicable Interest Rate and Mortality Table that were used for purposes of the converting the Named Participant’s Target Retirement Benefit to a Target Retirement Cash Balance Account shall apply; provided, however, the Named Participant’s age on his or her Termination of Employment date shall apply.

(b)	The resulting Life with a 10-Year Certain Benefit shall be offset by the amounts described in Plan Section 3.1 (such as other pension values and age discount) to obtain the Annual Value of Life with 10 Year Certain SERP Benefit payable as a result of Termination of Employment.

(c)

The Named Participant’s Annual Value of Life with 10 Year Certain SERP Benefit payable as a result of Termination of Employment shall be converted, as necessary, to the actuarial equivalent of the Benefit Payout Alternative elected by the Named Participant using the Applicable Interest Rate and Mortality Table that were used for purposes of the converting the Named Participant’s Target Retirement Benefit to a Target Retirement Cash Balance Account; provided, however, the Named Participant’s age on his Termination of Employment date shall apply.

Exhibit 10.2

BELLSOUTH CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

On December 18, 2014, Section 5 of the BellSouth Corporation Supplemental Executive Retirement Plan was amended to read as follows:

5.	Form of Benefit Payments

Benefits payable in a single lump sum in accordance with the Plan shall be the amount that is the actuarial present value of the Participant’s benefit, or applicable portion thereof, expressed as a single life annuity and shall be determined using (i) the applicable interest rate then in effect under the Pension Plan, and (ii) the applicable mortality table then in effect under the Pension Plan.

Notwithstanding the above paragraph, the single lump sum value payable to any Participant who is also a Named Participant within the meaning of the 2005 AT&T Supplemental Employee Retirement Plan shall be the amount that is the actuarial present value of such Participant’s benefit expressed as a single life annuity and shall be determined using the applicable interest rate under the Pension Plan, the applicable mortality table under the Pension Plan, and such Participant’s attained age, all as if benefits commenced on December 31 of the calendar year in which such Participant became a Named Participant. No interest credits or other adjustments will be added to this single sum value.