How To Negotiate With At&T

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AT&T Compensation in a Competitive Marketplace May 2012

AT&T s Objective AT&T is one of the largest employers in America, and our goal in these negotiations is to continue to provide and protect high-quality middle-class careers with wages and benefits that are among the best in the country We re proud of our longstanding cooperative relationship with our unions, including the CWA and the IBEW We re committed to working together with the union to bargain a fair contract that will allow us to continue to provide and protect good middle-class careers, while maintaining the flexibility we need to compete in an extremely competitive industry Page 2

A Changing Business Continuing to lose access lines to cable and nontraditional competitors Wireless substitution is ramping up nearly 32% of U.S. homes had only a wireless phone in June 2010, up from 13.6 percent in 2007, according to the Center for Disease Control & Prevention s National Center for Health Statistics The phrase home telephone number is going the way of rotary dial phones and party lines. Center for Disease Control & Prevention's National Center for Health Statistics Cable using lower cost structure to compete on price Page 3

The Competitive Landscape Quarterly AT&T earnings show growth in wireless, video, IP data, managed services and online local search but continued declines in traditional wired voice service, driven by wireless-only households and cable competition Competition from predominately nonunion cable companies continues to increase the top cable companies accounted for 75 percent of net broadband additions in 2011 The traditional wireline business is shrinking in the last five years, AT&T has lost more than 40 percent of its total switched access lines, including nearly 50 percent of its consumer switched access lines 70 65 60 55 50 45 40 35 30 Total AT&T Switched Access Lines (in millions) 2006 2007 2008 2009 2010 2011 SOURCE: AT&T Investor Relations Page 4

AT&T Wireline Financial Snapshot SOURCE: AT&T Wireline revenues continue to decline 2.5 percent year over year 2010 to 2011 Wireless revenues surpassed wireline for the first time in 2011 As the wireline business declines, it represents a smaller portion of AT&T s operating income Excluding one-time items, wireline contributed only about 30 percent of operating income in 2011 $16 $15.5 $15 $14.5 Wireline Revenue (in billions) 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 Wireline Operating Income (as a percent of consolidated operating income) 38% 37% 29% 3Q09 3Q10 3Q11 Page 5

U.S. Health Benefit Costs Medical Costs Are Rising Faster Than Inflation Annual Medical Cost Per Employee $7,001 $7,730 $8,374 $8,879 $9,471 $10,041 $10,802 Since 2004, medical costs per employee have increased 54 percent, compared to overall inflation at 15 percent. This includes an 8 percent increase in 2010. 2004 2005 2006 2007 2008 2009 2010 SOURCE: Aon Hewitt ASSUMPTIONS: Data based on large employers; based on medical, prescription, behavioral health and administrative costs for plan year 2010 Page 6

Health Care Coverage The percentage of all firms that are offering health benefits stood at 60 percent in 2011, down from 68 percent in 2001 The increase in the number of people without health insurance is due mostly to working-age Americans who lost employer-provided insurance in the weak economy. USA Today, September 13, 2011 AT&T continues to subsidize high quality health care for its active employees, retirees, and dependents 68% 60% 2001 2011 SOURCE: Kaiser Family Foundation and HRET Employee Health Benefits 2011 Annual Survey Page 7

AT&T Total Compensation AT&T is one of the largest employers in America, and our goal in these negotiations is to continue to provide and protect high quality, middle-class careers with wages and benefits that are among the best in the country The average AT&T network technician in these contracts makes $90,000 in wages and $43,000 in benefits The average AT&T call center rep in these contracts makes $67,000 in wages and $40,000 in benefits In 2011 we received more than 190,000 applications for nearly 12,000 wireline Call Center and Technician openings We are not proposing to reduce the wages of our employees in these contracts. We remain committed to providing great benefits. SOURCE: AT&T; 2011 wages include pay, overtime, differentials, success sharing award, sales awards; 2011 benefits include active medical, post-retirement medical, pension, savings, insurance, illness, disability, absence and payroll taxes. Page 8

AT&T Benefits Comprehensive Package for Union Employees AT&T continues to provide great benefits that are comprehensive and more extensive than employers in other industries Components may vary depending on individual. Medical Dental Vision Supplemental Medical Coverage (CarePlus) Flexible Spending Accounts (Pre-Tax Premium Option, Health & Dependent FSA) Health Reimbursement Accounts Pension Savings Life Insurance Leaves of Absence Long-Term Care Disability (Short & Long-Term Disability, supplemental LTD) Adoption Reimbursement Employee Assistance Program Commuter Benefits Voluntary Benefits Page 9

Cost of Compensation at AT&T AT&T provides and protects high quality, middle-class careers with wages and benefits that are among the best in the country $43,000 $40,000 $90,000 $67,000 Network Technician $133,000 Call Center Representative $107,000 * 2011 wages include pay, overtime, differentials, success sharing award, sales awards; 2011 benefits include current level of active medical, postretirement medical, pension, savings, insurance, illness, and disability benefits, and absence and payroll taxes. Wages* Benefits* Page 10

Wages at AT&T AT&T provides and protects highquality, middle class careers our wireline employees received a general wage increase of 2.75 percent last year, while U.S. real median household income decreased 2.3 percent $90,000 AT&T Network Technician $67,000 AT&T Call Center Representative $49,400 U.S. Real Median Household Income SOURCE: U.S. Census Bureau, 2010 Page 11

AT&T Health and Welfare We provide highquality, costeffective health care coverage that is valued by our employees, and benefits that are among the best in the nation In 2010, total AT&T health and welfare benefits cost per year was more than $5.3 billion Including nearly $4.5 billion related to medical and drug benefits $5.3 billion in revenue... Places a company on the Fortune 500, ranking ahead of Polo Ralph Lauren, Harley-Davidson, Dick s Sporting Goods and Big Lots Is greater than the revenues of more than 55 percent of the Fortune 1000 Is greater than Facebook s annual advertising revenue Page 12

AT&T and Health Care Our main health care objective is to continue to offer high quality, cost-effective health care coverage that is valued by our employees and their families Health care costs in the U.S. continue to rise, which means costs paid by companies and employees will continue to rise We strive to maintain a balance between company and employee responsibility to preserve benefits that are among the best in the nation Maintain a healthy workforce and engage employees in behavior changes to promote good health Involve employees in controlling health care costs by equipping them to make informed health care decisions Page 13

Our Wireline Employees Pay Less Annual Average Medical Care Costs (2010) Employee Paid Employer Paid Employee costs in AT&T s Core medical plan designs are in the lowest 1% of surveyed companies in the Aon Hewitt Health Value Initiative $1,280 $11,770 AT&T Wireline Union Employees $2,940 $7,260 AT&T Internet Call Center Union Employees & AT&T Management $3,640 $7,160 National Average Notes: 1. Based on actual 2010 AT&T core employee costs including fully-funded HRAs, which directly offset employees costs. Aon Hewitt s 2010 data is derived from the Aon Hewitt Health Value Initiative database. 2. For AT&T Annual Average Health Cost & National Average: Source = Aon Hewitt 3. Values on slide reflect Medical costs and include Medical, Rx, and Behavioral Health costs based on claims incurred during 2010 (paid thru May 2011) and include administrative expense and HRAs AT&T wireline employees, in the declining part of our business, pay a smaller share of the cost of medical care Core CWA wireline employees across all AT&T labor agreements pay nearly 65 percent less for medical care than the national average Only 60 percent of companies provide subsidized health care Page 14

AT&T Employee Retirement Security AT&T provides our wireline employees with the opportunity and resources to plan for the future, building a secure and healthy retirement fund through pensions and 401(k) savings plans with a generous company match This is achieved by: Implementing opportunities for employees to maximize retirement wealth Offering plans that balance employee needs with shareholder expectations Creating efficiencies and reducing the number of plans Creating greater employee awareness and involvement in planning and saving for retirement Page 15

AT&T Retirement Pension Plans AT&T faces significant legacy retirement obligations As of Dec. 31, 2011, AT&T had approximately 335,000 retirees who, along with their dependents, were eligible to receive retiree benefits Annual pension payments were about $5 billion in 2011 AT&T pension obligations exceeded $56 billion at the end of 2011 AT&T s overall retirement liabilities exceed $90 billion including OPEB (other post-employment benefits) and pension Our pension plan is not fully funded; AT&T contributed $1 billion in cash in 4Q11 to our pension fund Page 16

Retirement Benefit Trends Retirement plans like those we offer are increasingly rare, and were established in a very different business environment Only 34 percent of Fortune 500 companies offered an ongoing pension plan in 2011, down from 67 percent in 1996, according to a survey by Hewitt Associates Only about 26 percent of large employers offered retiree health benefits in 2011 down significantly from 32 percent in 2007, according to the Kaiser Family Foundation Fortune 500 Companies (2011) No Pension 33% Frozen, Closed or Terminated Plan 33% Ongoing Pension 34% Source: Hewitt Associates surveys of public announcements through September 2011 about primary retirement program. Page 17

Retirement Income 111% 116% AT&T provides our wireline employees with the opportunity and resources to plan for the future, building a secure and healthy retirement fund Notes: 1. Network Technician (age 45 & 17 years of service as of 1/1/2011, projected to age 65 & 37 years of service) 2. Customer Service Representative (age 43 & 15 years of service as of 1/1/2011, projected to age 65 & 37 years of service) 3. Assumes maximum company 401(k) match on a 6% employee contribution 4. Investment return was assumed to be 7.5% 45% 401(k) Contribution 32% 401(k) Match 34% Pension AT&T Network Technician 46% 401(k) Contribution 34% 401(k) Match 36% Pension AT&T Call Center Representative 70 80% U.S. Social Security Administration Target The U.S. Social Security Administration says you will need 70 to 80 percent of your pre-retirement income to live comfortably in retirement AT&T provides our average wireline network technician and call center representative with the opportunity for more than 100 percent of his or her income to be replaced during retirement. This amount excludes income from the government through Social Security, which is also partially funded by AT&T. Page 18

Attendance Our consumer call center employees in these contracts are away from the workplace an average of nearly 25 workdays per year for illness or disability, not including holidays and vacations virtually all of those 25 days are paid Our average employee in these contracts also receives four weeks of vacation, plus 15 holidays and excused work days 35 additional days off, of which 34 are paid That means our average consumer call center employee in these contracts may be away from work 60 days a year 12 weeks, or three months, away from the office almost all paid We must take concrete steps to ensure good employee attendance Page 19

Summary AT&T is one of the largest employers in America, and our goal in these negotiations is to continue to provide and protect high quality, middle-class careers with wages and benefits that are among the best in the country Our main health care objective is to continue to offer highquality, cost-effective health care coverage that is valued by our employees, and benefits that are among the best in the nation We re committed to bargaining a contract that will continue to provide excellent middle class union careers with highly competitive wages and benefits and maintain the flexibility the company needs to operate in one of the most competitive businesses in the marketplace today Page 20