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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

In this section, we are including the required disclosure for pay versus performance as defined by the Securities and Exchange Commission (SEC) for our principal executive officer(s) (PEO(s)) and

Non-PEO

NEOs and Company performance for the fiscal years listed below.


Pay Versus Performance
Year 1	Summary Compensation Table Total for John Stankey CEO		Summary Compensation Table Total for Randall Stephenson CEO		Comp Actually Paid to John Stankey CEO 2,3		Comp Actually Paid to Randall Stephenson CEO 2,3		Average Summary Compensation Table Total for Non-CEO NEOs		Average Comp Actually Paid to Non-CEO NEOs 2,3		Value of Initial Fixed $100 Investment Based On: 4				Net Income (Loss) $M			Standalone AT&T Adjusted Operating Income $M 5
Year 1	Summary Compensation Table Total for John Stankey CEO		Summary Compensation Table Total for Randall Stephenson CEO		Comp Actually Paid to John Stankey CEO 2,3		Comp Actually Paid to Randall Stephenson CEO 2,3		Average Summary Compensation Table Total for Non-CEO NEOs		Average Comp Actually Paid to Non-CEO NEOs 2,3		AT&T TSR		S&P 500 CSI		Net Income (Loss) $M			Standalone AT&T Adjusted Operating Income $M 5

2023	$	26,450,157		—	$	23,872,707		—	$	11,679,630	$	10,454,047	$	74	$	141	$	15,623		$	24,604

2022	$	22,915,526		—	$	22,874,696		—	$	11,526,718	$	11,866,965	$	76	$	90	($	7,055	)	$	22,983

2021	$	24,820,879		—	$	20,751,888		—	$	10,436,274	$	8,724,822	$	72	$	150	$	21,479		$	22,235

2020	$	21,020,917	$	29,154,628	$	20,036,787	$	14,391,221	$	23,872,620	$	20,906,996	$	79	$	124	($	3,821	)	$	22,463

Note 1.

John Stankey succeeded Randall Stephenson as CEO on July 1, 2020. The remaining NEOs for each year are presented as follows:

•

2023: Pascal Desroches, Lori Lee, David McAtee, and Jeff McElfresh

•

2022: Pascal Desroches, Lori Lee, David McAtee, and Jeff McElfresh

•

2021: Pascal Desroches, Lori Lee, David McAtee, Jeff McElfresh, John Stephens, and Randall Stephenson

•

2020: John Stephens, Jason Kilar, David McAtee, and Jeff McElfresh

Note 2.

Compensation Actually Paid (CAP) is the Summary Compensation Table (SCT) total value for the period shown with adjustments for equity awards and pension. CAP reflects equity awards based on the

mark-to-market

valuation for cash settled portions of awards under Accounting Standards Codification Topic 718:

Compensation – Stock Compensation

for each period in the above table. Pension values for CAP reflect the pension service cost as used in the financial statements for each period shown in the above table.

Note 3.

Previously reported CAP for 2020, 2021, and 2022 have been recalculated based on recent guidance from the SEC clarifying that equity awards should be treated as vested in the CAP calculation when the holder achieves retirement eligible status if the awards allow for accelerated vesting when retirement eligibility is satisfied with no other conditions.

Note 4.

The company must calculate TSR with a base investment of $100 in a manner consistent with the SEC stock performance graph disclosure requirements over the cumulative period covered in the disclosure (i.e., for 2020 the table represents the TSR over 2020, the TSR for 2021 represents the cumulative TSR over 2020 and 2021, etc.). The peer group used for comparison is the S&P 500 Communication Services Index (CSI).

Note 5.

Standalone AT&T results reflect the historical operating results of the company presented as continuing operations and exclude U.S. Video and other dispositions included in Corporate and Other that did not meet the criteria for discontinued operations. Standalone AT&T results are presented to provide 2020 and 2021 full-year results that are comparable to 2022 and 2023 continuing operations financial data. Standalone AT&T Adjusted Operating Income differs from Adjusted Operating Income presented in our quarterly earnings material, and is calculated by adjusting AT&T’s Operating Income (Loss) from Continuing Operations for the following items: (1) transaction, impairment and depreciation and amortization costs associated with merger, acquisition and disposition activity for transactions when enterprise value exceeds $2.0 billion; (2) costs related to changes in accounting principles, changes in tax laws, natural disasters, impairments and abandonments of goodwill, other intangibles and fixed assets and, gains and losses related to asset dispositions and

mark-to-market

activity, in each case, in

excess of $500 million for 2022 and 2021, and

in-excess

of $300 million for 2023; additionally, for 2023, the actuarial and

mark-to-market

gains and losses related to the assets and liabilities of pension and other post-retirement benefit plans and rabbi trusts and benefit plan funding that varies from budget; and (3) severance

charges in excess of $200 million for 2022, and in excess of $300 million for 2023. Standalone AT&T Adjusted Operating Income also removes the results from U.S. Video operations and other dispositions that did not meet the criteria for discontinued operations, which impacts 2021 and 2020.

Compensation Actually Paid (CAP) calculations are as follows:


CEO SCT Total to CAP Reconciliation
Year	CEO	Summary Compensation Table Total		Deductions from SCT Total for Equity Awards			Deductions from SCT Total for Pension Benefits			Additions to SCT Total for Equity Awards 1,2		Additions to SCT Total for Pension Service Costs 1,3			CAP 2

2023	John Stankey	$	26,450,157	($	16,500,000	)	($	746,941	)	$	14,669,708	($	217	)	$	23,872,707

2022	John Stankey	$	22,915,526	($	13,499,988	)	($	1,262,050	)	$	14,718,993	$	2,215		$	22,874,696

2021	John Stankey	$	24,820,879	($	13,420,341	)	($	1,464,778	)	$	10,877,758	($	61,630	)	$	20,751,888

2020	John Stankey	$	21,020,917	($	13,499,999	)	($	1,409,983	)	$	8,210,854	$	5,714,998		$	20,036,787

2020	Randall Stephenson	$	29,154,628	($	20,999,989	)	($	3,712,667	)	$	9,940,559	$	8,690		$	14,391,221

Note 1.

The following table shows each of the amounts added or deducted to arrive at the Additions to SCT Total for both Equity Awards and Pension Costs:


			Equity														Pension
Year	CEO		Year End Fair Value of Equity Awards Granted in the Year		Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments		Service Cost			Prior Service Cost			Total Service Cost

2023		John Stankey	$	10,278,799	($	1,708,660	)	$	4,125,000	$	311,691		$	1,662,878	$	14,669,708	($	217	)	$	0		($	217	)

2022		John Stankey	$	11,316,638	($	1,436,890	)	$	3,374,991	($	53,056	)	$	1,517,311	$	14,718,993	$	2,215		$	0		$	2,215

2021		John Stankey	$	7,783,605	($	1,978,709	)	$	3,375,014	$	5,389		$	1,692,459	$	10,877,758	($	61,630	)	$	0		($	61,630	)

2020		John Stankey	$	7,495,851	($	3,791,693	)	$	3,375,017	($	93,889	)	$	1,225,568	$	8,210,854	$	153,016		$	5,561,982		$	5,714,998

2020		Randall Stephenson	$	10,891,599	($	8,495,365	)	$	5,250,007	($	223,992	)	$	2,518,311	$	9,940,559	$	9,186		($	496	)	$	8,690

Note 2.

Based on updated SEC guidance, Total Equity Award adjustment calculations for 2023 assume vesting upon retirement eligibility date for Restricted Stock Units (RSUs). Dividend equivalents for vested RSUs are not included in equity adjustments for CAP. Prior year Total Equity Award adjustments for 2020, 2021, and 2022 for John Stankey and 2020 adjustments for Randall Stephenson have been recalculated for ease of year-over-year comparison.

Note 3.

The Supplemental Employee Retirement Plan (SERP) was amended in 2020 to freeze Mr. Stankey’s benefit accruals effective 12/31/2019 and convert it to a cash balance account earning annual interest at 3.7% (as disclosed in prior years’ CD&As). This amendment resulted in a

one-time

Prior Service Cost to account for the change in pension liability. For 2020, the total Pension Cost shown above includes the annual Service Cost (for annual benefit accrual) and this additional Prior Service Cost.

Mr. Stankey’s 2021, 2022, and 2023 Pension Costs do not include any Prior Service Cost since there were no applicable plan amendments. In 2021, his qualified management pension increased more than the SERP benefit; it is used as an offset to the gross SERP formula, resulting in a net negative Service Cost for all pension benefits. In 2022, the management pension increased by approximately the same amount that the SERP benefit decreased, resulting in a small positive net Service Cost.

Mr. Stephenson’s 2020 Pension Cost does not include any Prior Service Cost since his SERP benefit was frozen effective 12/31/2012 and the amendment was accounted for in 2013. His management pension increased somewhat more than the amount the SERP benefit decreased during 2020, resulting in a modest positive net Service Cost.


Average Non-CEO NEO’s SCT Total to CAP Reconciliation
Year	Summary Compensation Table Total		Deductions from SCT Total for Equity Awards			Deductions from SCT Total for Pension Benefits			Additions to SCT Total for Equity Award 1,2		Additions to SCT Total for Pension Costs 1		CAP 2

2023	$	11,679,630	($	7,156,255	)	($	145,620	)	$	6,025,311	$	50,981	$	10,454,047

2022	$	11,526,718	($	7,468,746	)	($	528,796	)	$	8,150,222	$	187,567	$	11,866,965

2021	$	10,436,274	($	3,979,166	)	($	785,922	)	$	2,760,131	$	293,505	$	8,724,822

2020	$	23,872,620	($	20,033,747	)	($	416,313	)	$	16,833,402	$	651,034	$	20,906,996

Note 1.

The following table shows each of the

Non-CEO

NEOs’ average amounts added or deducted to arrive at the Additions to SCT Total for both

Equity Awards and Pension Costs:


	Equity														Pension
Year	Year End Fair Value of Equity Awards Granted in the Year		Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments		Service Cost		Prior Service Cost		Total Service Cost

2023	$	4,358,935	($	1,035,474	)	$	1,706,159	$	41,327		$	954,364	$	6,025,311	$	50,981	$	0	$	50,981

2022	$	6,659,592	($	762,402	)	$	1,439,060	($	11,723	)	$	825,696	$	8,150,222	$	187,567	$	0	$	187,567

2021	$	2,484,647	($	1,586,659	)	$	771,874	$	8,166		$	1,082,103	$	2,760,131	$	126,293	$	167,212	$	293,505

2020	$	17,129,529	($	2,384,911	)	$	951,477	($	141,558	)	$	1,278,866	$	16,833,402	$	175,405	$	475,629	$	651,034

Note 2

. Based on updated SEC guidance, Total Equity Award adjustment calculations for 2023 assume vesting upon retirement eligibility date for RSUs. Dividend equivalents for vested RSUs are not included in equity adjustments for CAP. Prior year Total Equity Award adjustments for 2020, 2021, and 2022 for all NEO’s have been recalculated where applicable for ease of year-over-year comparison.

Company Selected Measure Name

Standalone AT&T Adjusted Operating Income

Named Executive Officers, Footnote

Note 1.

John Stankey succeeded Randall Stephenson as CEO on July 1, 2020. The remaining NEOs for each year are presented as follows:

•

2023: Pascal Desroches, Lori Lee, David McAtee, and Jeff McElfresh

•

2022: Pascal Desroches, Lori Lee, David McAtee, and Jeff McElfresh

•

2021: Pascal Desroches, Lori Lee, David McAtee, Jeff McElfresh, John Stephens, and Randall Stephenson

•

2020: John Stephens, Jason Kilar, David McAtee, and Jeff McElfresh

Peer Group Issuers, Footnote

The peer group used for comparison is the S&P 500 Communication Services Index (CSI).

Adjustment To PEO Compensation, Footnote

Compensation Actually Paid (CAP) calculations are as follows:


CEO SCT Total to CAP Reconciliation
Year	CEO	Summary Compensation Table Total		Deductions from SCT Total for Equity Awards			Deductions from SCT Total for Pension Benefits			Additions to SCT Total for Equity Awards 1,2		Additions to SCT Total for Pension Service Costs 1,3			CAP 2

2023	John Stankey	$	26,450,157	($	16,500,000	)	($	746,941	)	$	14,669,708	($	217	)	$	23,872,707

2022	John Stankey	$	22,915,526	($	13,499,988	)	($	1,262,050	)	$	14,718,993	$	2,215		$	22,874,696

2021	John Stankey	$	24,820,879	($	13,420,341	)	($	1,464,778	)	$	10,877,758	($	61,630	)	$	20,751,888

2020	John Stankey	$	21,020,917	($	13,499,999	)	($	1,409,983	)	$	8,210,854	$	5,714,998		$	20,036,787

2020	Randall Stephenson	$	29,154,628	($	20,999,989	)	($	3,712,667	)	$	9,940,559	$	8,690		$	14,391,221

Note 1.

The following table shows each of the amounts added or deducted to arrive at the Additions to SCT Total for both Equity Awards and Pension Costs:


			Equity														Pension
Year	CEO		Year End Fair Value of Equity Awards Granted in the Year		Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments		Service Cost			Prior Service Cost			Total Service Cost

2023		John Stankey	$	10,278,799	($	1,708,660	)	$	4,125,000	$	311,691		$	1,662,878	$	14,669,708	($	217	)	$	0		($	217	)

2022		John Stankey	$	11,316,638	($	1,436,890	)	$	3,374,991	($	53,056	)	$	1,517,311	$	14,718,993	$	2,215		$	0		$	2,215

2021		John Stankey	$	7,783,605	($	1,978,709	)	$	3,375,014	$	5,389		$	1,692,459	$	10,877,758	($	61,630	)	$	0		($	61,630	)

2020		John Stankey	$	7,495,851	($	3,791,693	)	$	3,375,017	($	93,889	)	$	1,225,568	$	8,210,854	$	153,016		$	5,561,982		$	5,714,998

2020		Randall Stephenson	$	10,891,599	($	8,495,365	)	$	5,250,007	($	223,992	)	$	2,518,311	$	9,940,559	$	9,186		($	496	)	$	8,690

Note 2.

Note 3.

one-time

Non-PEO NEO Average Total Compensation Amount

$ 11,679,630

$ 11,526,718

$ 10,436,274

$ 23,872,620

Non-PEO NEO Average Compensation Actually Paid Amount

$ 10,454,047

11,866,965

8,724,822

20,906,996

Adjustment to Non-PEO NEO Compensation Footnote


Average Non-CEO NEO’s SCT Total to CAP Reconciliation
Year	Summary Compensation Table Total		Deductions from SCT Total for Equity Awards			Deductions from SCT Total for Pension Benefits			Additions to SCT Total for Equity Award 1,2		Additions to SCT Total for Pension Costs 1		CAP 2

2023	$	11,679,630	($	7,156,255	)	($	145,620	)	$	6,025,311	$	50,981	$	10,454,047

2022	$	11,526,718	($	7,468,746	)	($	528,796	)	$	8,150,222	$	187,567	$	11,866,965

2021	$	10,436,274	($	3,979,166	)	($	785,922	)	$	2,760,131	$	293,505	$	8,724,822

2020	$	23,872,620	($	20,033,747	)	($	416,313	)	$	16,833,402	$	651,034	$	20,906,996

Note 1.

The following table shows each of the

Non-CEO

NEOs’ average amounts added or deducted to arrive at the Additions to SCT Total for both

Equity Awards and Pension Costs:


	Equity														Pension
Year	Year End Fair Value of Equity Awards Granted in the Year		Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments		Service Cost		Prior Service Cost		Total Service Cost

2023	$	4,358,935	($	1,035,474	)	$	1,706,159	$	41,327		$	954,364	$	6,025,311	$	50,981	$	0	$	50,981

2022	$	6,659,592	($	762,402	)	$	1,439,060	($	11,723	)	$	825,696	$	8,150,222	$	187,567	$	0	$	187,567

2021	$	2,484,647	($	1,586,659	)	$	771,874	$	8,166		$	1,082,103	$	2,760,131	$	126,293	$	167,212	$	293,505

2020	$	17,129,529	($	2,384,911	)	$	951,477	($	141,558	)	$	1,278,866	$	16,833,402	$	175,405	$	475,629	$	651,034

Note 2

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

In addition to the tabular disclosure, the following is an unranked list of the most important performance measures that link CAP to Company performance.


Most Important Performance Measures

Long Term Measures (page 51)		Earnings Per Share
		Return on Invested Capital
		Total Shareholder Return

Short Term Measures (page 45)		Free Cash Flow
Short Term Measures (page 45)		Adjusted Operating Income