20120914Application.pdf

RECEIVED
7012 SEP 14 pM i
ATTORNEYS AT LAW
Molly O'Leary lU i-: 1iSSOj
Tel: [phone] Fax: [phone]
[e-mail]
P.O. Box 7218 Boise, ID 83707 - 515 N. 27th St. Boise, ID 8370
14 September 2012
Ms. Jean Jewell Hand Delivered
Commission Secretary
Idaho Public Utilities Commission
472 W. Washington Al l - I
Boise, ID 83702
RE: IN THE MATTER OF THE JOINT APPLICATION OF AT&T
COMMUNICATIONS OF THE MOUNTAIN STATES, INC. AND AT&T
CORP. TO AMEND CERTIFICATE OF PUBLIC CONVENIENCE AND
NECESSITY NO. 295 TO REFLECT MERGER OF THE APPLICANTS
Dear Ms. Jewell:
Enclosed please find the above-referenced JOINT APPLICATION for filing on behalf
of AT&T COMMUNICATIONS OF THE MOUNTAIN STATES, INC. AND AT&T
CORP. We have enclosed an original and seven (7) copies, as well as an additional
copy to be file-stamp for our records.
Very truly yours,
Molly ' ry
Ric dso O'Leary, PLLC
End.
Molly O'Leary (ISB No. 4996)
RICHARDSON & O'LEARY, PLLC 1 1 2
515 N. 27th Street
Boise, Idaho 83702
Telephone: [phone]
Fax: [phone]
E-mail: [e-mail]
Attorneys for AT&T Communications
of the Mountain States, Inc.
and AT&T Corp.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE JOINT ) APPLICATION OF AT&T ) CASE NO.
COMMUNICATIONS OF THE MOUNTAIN)
STATES, INC. AND AT&T CORP. TO ) JOINT APPLICATION TO AMEND
AMEND CERTIFICATE ) CERTIFICATE OF PUBLIC
OF PUBLIC CONVENIENCE AND ) CONVENIENCE AND NECESSITY
NECESSITY NO. 295 TO REFLECT ) No. 295
MERGER OF THE APPLICANTS )
AT&T Communications of the Mountain States, Inc., (hereinafter "AT&T Comm.")
and AT&T Corp. request that the Commission, pursuant to IDAPA 31.01.01, Rule 112, amend
AT&T Comm.'s Certificate of Public Convenience and Necessity ["CPCN") to reflect the
merger of AT&T Comm. and its parent company, AT&T Corp. In support of this request
AT&T Comm. and AT&T Corp. state:
PARTIES
1. AT&T Comm. is a wholly-owned direct subsidiary of AT&T Corp., which is a wholly-
owned subsidiary of AT&T Inc. (formerly, SBC Communications Inc.) AT&T Comm. is
JOINT APPLICATION TO AMEND CPCN NO. 295 -1
registered with the Secretary of State in Idaho' and is authorized as a provider of Title 62
telecommunications services, including basic exchange service within parts of the state of
Idaho.2
2.AT&T Corp. is a New York corporation with headquarters at One AT&T Way,
Bedminster, New jersey 07921. AT&T Corp. is a subsidiary of AT&T Inc.' AT&T Corp.,
through its subsidiaries, is authorized to provide domestic and international
telecommunications services throughout the United States. AT&T Corp. maintains a
modern worldwide telecommunications network and, either directly or through its
subsidiaries, offers wireline and Internet-based services and products serving residential,
business, and government customers as well as wholesale customers.
3.AT&T Corp. is authorized to do business in Idaho. A copy of AT&T's Corp.'s
certificate of authority to do business in Idaho is attached as Exhibit 34
MERGER SPECIFICS
4.AT&T Comm. and AT&T Corp. intend to merge for the purpose of consolidating
the provision of intrastate regulated telecommunications services that are currently provided
through multiple and duplicative state-specific entities Exhibit 4, attached hereto, illustrates
I AT&T Communications of the Mountain States, Inc., was registered to do business in Idaho with the Secretary
of State on October 14, 1983, see Exhibit I attached.
2 AT&T Communications of the Mountain States, Inc., was initially granted a CPCN to provide Intrastate
InterLATA Telephone and Telecommunications Service in Idaho pursuant to a February 23, 1984, Order of the
Idaho PUC transferring the Certificate of Authority of Mountain Bell and Pacific Northwest Bell in Idaho for
the provision of Intrastate InterLATA service (Order No 18711) This certificate included authorization for
AT&T Comm. to provide Title 61 services. Following the enactment of the Idaho Telecommunications Act of
1988, AT&T Comm elected to remove its services from Title 61 regulation and instead be subject to the
provisions of Title 62 AT&T Comm.'s Certificate of Authority was amended on August 26, 1996, to include
the provision of Local Exchange Service (Order No 26575, Amendment to Certificate No 295) See Exhibit 2
attached.
AT&T Inc. is located at 208 S. Akard Street, Dallas, Texas 75202.
AT&T Corp.'s current registered agent is: CT Corporation System, 1111 W. Jefferson, Suite 530, Boise, Idaho
83702.
JOINT APPLICATION TO AMEND CPCN NO. 295 -2
the corporate structure of AT&T Corp with regard to services in the State of Idaho before
and after the merger.
5 This merger is part of an ongoing, nationwide effort of AT&T Inc., the parent of
AT&T Corp, to simplify the corporate structure of its subsidiary companies The merger
will provide a more flexible corporate structure that will enable AT&T Corp. to more
efficiently achieve potential operational, administrative, and strategic objective.
6 On a nationwide level, the consolidation is planned to be effective on or about
October 31, 2012 On or about that date, in those states where the consolidation is planned
to occur, the affected AT&T Corp. affiliates will be merged into AT&T Corp. In Idaho,
AT&T Corp. is expected to assume the operations, assets, and customers of AT&T Comm.
on or about October 31, 2012 For this reason, AT&T Comm seeks to have its CPCN
amended to reflect the merger with AT&T Corp effective October 31, 2012
7. The merger is entirely internal to AT&T Corp. As the corporate parent of AT&T
Comm., AT&T Corp. will retain complete ownership of the assets, operations, and
authorizations used to provide telecommunications services in the State of Idaho AT&T
Corp. is not seeking any additional authority than currently held by AT&T Comm.
8 The merger will be transparent to customers There is no change in rates or
substantive terms and conditions under which AT&T Corp, through AT&T Comm,
currently serves customers, either under tariff or contract. Once the merger is completed,
the same personnel who manage these services will continue to do so and there will be no
change in the network assets used to provide these services
9. The surviving entity, AT&T Corp. will make any required name changes to tariffs and
contracts. AT&T Comm. has notified its customers, through bill messaging, that the
JOINT APPLICATION TO AMEND CPCN NO. 295-3
impending merger will not affect their rates and service. (See, Exhibit 5 for sample view of
the customer messaging that began in early June 2012). Furthermore, all customer account
information, including any PlC freezes that may have been implemented by a customer, will
remain untouched.
10. In support of this Application, AT&T Corp. is providing the following information
as required under Rule 112:
a.Exhibit 6 - A copy of AT&T Corp.'s articles of incorporation;
b.Exhibit 7 - The names and addresses of the officers and directors of AT&T
Corp.;
c Exhibit 8 - AT&T Corp.'s Certificate of Good Standing,
d.Exhibit 9 - a copy of AT&T Inc.'s most recent audited balance sheet, income
statement and statement of retained earnings 6; and
e.Exhibit 10 - Name, address and telephone number for those persons
responsible for tariff and price list questions, as well as customer complaints
and inquiries, and a toll-free telephone number for customer inquires and
complaints.
AT&T Corp represents that it has reviewed all of the Commission's rules and agrees
to comply with them
Consistent with Rule 112, AT&T Corp. is submitting only that information which is relevant to its request to
amend its CPCN to reflect the merger with AT&T Comm AT&T is also providing the relevant information
required under Rule 114, Application for New Competitive Local Exchange Carrier.
6 A complete version of AT&T Inc .'s most recent annual report is available at
httD II www.att.com /gen/ landing-pages 2Dld=5718
JOINT APPLICATION TO AMEND CPCN NO 295-4
CONCLUSION
11. As demonstrated above, this Application to Amend AT&T Comm.'s CPCN to reflect
the merger between AT&T Comm. and AT&T Corp. is in accordance with the law, for a
proper purpose, and consistent with the public interest. For these reasons, the Applicants
respectfully request that the Commission expeditiously review this Application and transfer
AT&T Comm.'s CPCN to AT&T Corp effective October 31, 2012
Respectfully submitted this 14th day of September, 2012
By
Molly O'Lea
For AT Co unications of the Mountain States, Inc.
and &T Corp
JOINT APPLICATION TO AMEND CPCN NO. 295-5
JOINT APPLICATION TO AMEND
CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY
No. 295
Exhibit I
AT&T Comm. of the Mountain States,
Inc. Certificate of Authority to do
Business in Idaho
IIIIIIIIIIII Ii Ii I 111 1111111111111111111 IN Ili 111111111111111111111 lill 11 111111 H 1111 111111110111 illi IIIII IIII!IIIIII IfilliIIIIIIIIIIIIiIIII III III lhilliIIIIIIII 11 Illillillill III IIIII 11111 Mill 11 IIIIIIIIIIIIIIIIE;
Ii4m1
CERTIFICATE OF AUTHORITY
OF
ATIT M WZC427M OF XMIMAM SWIM, ZW .
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho, hereby certify that
duplicate originals of an Application of AT&T cJNICATZOtS OF iUNT&IV
INC. for a Certificate of Authority to transact business in this State,
duly signed and verified pursuant to the provisions of the Idaho Business Corporation Act, have
been received in this office and are found to conform to law.
ACCORDINGLY and by virtue of the authority vested in me bylaw. I issue this Certificate of
Authority to _AT&T CONATJNICATXONS 07 MJudTAIN STAflS, INC.
to transact business in this State under the name AT$1' CA!II.lTIOFS OF *IIAXN
SThT, INC. and attach hereto a duplicate original of the Application
for such Certificate.
Dated tOb.r 14 0 1983
PE
SECRETARY OF STATE
Corporation Clerk
CAU 779
APPLICATION FOR CERTIFICATE OF AUTHORITY
To the Secretary of State of Idaho.
Pursuant to Section 30-3-110, Idaho Code, the undersigned Corporation hereby applies for a Certificate
of Authority to transact business in your State, and for that purpose submit* f6lftvin1 4ateAMnt: B 111
1.The name of the corporation is AT&T Conuiunications of Mountain States Inc.
•.1
2.*The name which it shall use in Idaho is AT&TConanunications _of Mountain States, Inc.
3.It is incorporated under the laws of —_Colorado
4.The date of its incorporation is September 21,1983 and the period of its
duration is Perpetual
5.The address of its principal office in the state or country under the laws of which it is incorporated is
AT&T Consnunications of the Mountain States, Inc.
1.75 Lawrence. 15th Floor,Denver,Colorado 80202
6.The address to which correspondence should be addressed, if different from that in item 5
7.The street address of its proposed registered office in Idaho is 300 North 6th Street -
Boise, Idaho 83701 * and the name of its proposed
C I CORPORATION SYSTEM registered agent in Idaho at that address is ______________________________________________
8.The purpose or purposes which it proposes to pursue in the transaction of business in Idaho are:
To provide interexchangeteleconmunicationsservices.
9.The names and respective addresses of its directors and officers are:
Name Address
(See attached)
10.The aggregate number of shares which it has authority to issue, itemized by classes, par value of shares, and
shares without par value, is:
Number of Shares Class Par Value Per Shate or Statement That Shares
Are Without Par Value
One Comon Withoutpar value
(continued on reverse)
ACA 779
(IDAHO .2542- 2/4/83)
II. The aggregate number of its issued shares, Itemized by classes, par value of shares, and shares without par
value, is:
Number of Shares Class Par Value Per Share or Statement That Shares
Are Without Par Value
One Conunon Without par value
12.The corporation accepts and shall comply with the provisions of the Constitution and the laws of the
State of Idaho.
13.This Application is accompanied by a copy ofits articles of incorporation and amendments thereto, duly
authenticated by the proper officer of the state or country under the laws of which it is incorporated.
Dated October tc , 19 .83
AT Coninunications of Mountain States, Inc.
By'LJ
Its - President
and _j4:
A. G. Walton
Its Assistant— Secretary
STATE OF )
as:
COUNTY OF
)
.' , k. CL4.A_L.L L , a notary public, do hereby certify that on
this / day of_October —1 19 _83 , personally appeared before
,..—me who being by me first duly sworn, declared that he
-
is the f_AT&T Communications of Mountain States, Inc.
that he signed the foregoing document as t/.-LLC7t( ,L.* of the corporation and that the
statements therein contained are true.
SANDRA K. CAWE1
bO11tf guuc STAIE Of M65CUft CKCN CO,. Notary Public I ISR
*Pursuant to section 30..1-108(b)(1), Idaho Code, if the corporation assumes a name other than its true name,
this application must be accompanied by a resolution of the Board of Directors to that effect.
AT&T COMMUNICATIONS OF THE MOUNTAIN STATES, INC.
OFFICERS
Mr. F. J. Wehmann, Jr.
President
795 Folsom Street
Room 625
San Francisco, CA 94107
Mr. R. E. Huber
Vice President-Marketing
795 Folsom Street
6th Floor
San Francisco, CA 94107
Mr. R. T. LeMay
Vice president-External Affairs
1100 Main Street
14th Floor
City Center Square
Kansas City, MO 64105
Mr. N. R. Hichinark
Vice President-Regulatory Relations
931 14th Street
Denver, CO 80202
Mr. R. A. Rathka
Treasurer
340 Mt. Kernble Avenue
Room N311
Morristown, N.J. 07960
Mr. D. L. Steinmeyer
Comptroller
1314 Douglas Street
Room 1300
Omaha, NB 68102
Mr. H. J. Morris
Vice President and General Counsel
795 Folsom Street
6th Floor -
San Francisco, CA 94107
- 2 -
Mr. T. 0. Davis
Secretary
195 Broadway
Room 2615
New York, N.Y. 10007
Mr. A. G. Walton
Assistant Secretary
Room 3C166
Bedminster, New Jersey 07921
Mr. A. J. Batson
Assistant Secretary
340 Mt. Kemble Avenue
Room N311
Morristown, N.J. .07960
Mr. C. J. Gustafson
Assistant Secretary
340 Mt. Kemble Avenue
Room N227
Morristown, N.J. 07960
Mr. M. Tanenbaum
AT&T Communications, Inc.
295 North Maple Avenue
Room 4353L1
Basking Ridge, New Jersey 07920
Mr. R. H. Gaynor
AT&T Communications, Inc.
Room 4B104
Bedminster, New Jersey 07921
Mr. A. A. Green
AT&T Communications, Inc.
295 North Maple Avenue
Room 43213
Basking Ridge, New Jersey 07920
Mr. J. E. Harrington
AT&T Communications, Inc.
295 North Maple Avenue
Room 43213
Basking Ridge, New Jersey 07920
Mr. R. W. Kleinert
AT&T Communications, Inc.
Room 4B100
Bedminster, New Jersey 07921
Mr. A. C. Partoll
AT&T Coitimunictions
295 North Maple Avenue
Room 4349L1
Basking Ridge, New Jersey 07920
Mr. S. R. Wilicoxon
AT&T Communications,. Inc.
295 North Maple Avenue
Room 432K2
Basking Ridge, New Jersey 07920
VD
U
5306lr 21 co
' cri H 414 8
RETAR

ARTICLES OF INCORPORATION L. STATE
OF
AT&T COMMUNICATIONS OF THE MOUNTAIN STATES, INC.
UNDER THE COLORADO CORPORATION ACT
I, THE W1IIGNED, being a natural person of the
age of eighteen years or more, acting as incorporator of a
corporation under the Colorado Corporation Act, adopt the
following Articles of Incorporation for such corporation:
First. The name of the corporation is AT&T
Communications of the Mountain States, Inc.
Second. The period of its duration is perpetual.
Third. The purposes for which the corporation is
organized is to transact any or all lawful business for
which corporations may be incorporated pursuant to the
Colorado Corporation Code.
Fourth. The aggregate number of shares of stock
which the corporation shall have authority to issue is one
(1) share without par value.
Fifth. Cumulative voting of shares of stock is
not authorized.
UPDATE COMp1
-2-
Sixth. The address of the initial registered
office of the Corporation in the State of Colorado is 1700
Broadway, Roan 816, Denver, Colorado, 80296 -and the name of
its registered agent at such address is The Corporation
Company.
Seventh: The number of directors constituting the
original board of directors of the corporation is seven, and
the names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders or
until their successors are elected and qualify are:
M. Tanenbaum 295 North Maple Avenue,
Basking Ridge, N.J. 07920
R. H. Gaynor Rt. 202/206,
Bedminster, N.J. 07921
A. A. Green 295 North Maple Avenue,
Basking Ridge, N.J. 07920
J. H. Harrington 295 North Maple Avenue,
Basking Ridge, N.J. 07920
R.W. Kleinert Rt. 202/206,
Bedminster, N.J. 07921
A. C. Par toll 295 North Maple Avenue,
Basking Ridge, N.J. 07920
S.R. Willcoxon

295 North Maple Avenue,
Basking Ridge, N.J. 07920
Eighth: The name and address of the incorporator
is: R. Victor Bernstein, 195 Broadway, New York, N.Y. 10007
Dated September 16, 1983
Victor Bernstein
-3-
STATE OF New York)
ss.
COUNTY CF New York)
a notary public, hereby
certify that on the 16th day of September, 1983, personally
appeared before me R. Victor Bernstein, who being by me first
duly sworn, declared that he/she is the person who signed the
foregoing document as incorporators, and that the statements
therein contained are true.
In witness whereof I have hereunto set my hand and
seal this 16th day of September, 1983.
My commission expires //L.4'C,&/ 'i
I
Notary Pubyic
LIUA GEORGE
Notary Public, State of New York
No. 24-01GE45221
QuaIifed in Kings County ç
Commission Expires March 30, 19.Q .....
JOINT APPLICATION TO AMEND
CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY
No. 295
Exhibit 2
AT&T Comm. and AT&T Corp. Order
Granting a CPCN to Provide Services
in Idaho
N0.789 P803/811
18/21/96 23;44
rk}cA
• OffiveoftheSegrer
Cia Service Date
-
.tk.Ausut27. 1996
BEFORE THE IDAHO PUBLIC AMMA-gs C ION
IN THE. MAtItR OF THE APPLICATION OF )
AT&T COMMUNICATIONS OF THE ) CASE NO. ATT-T.96-1
MOUNTAIN STATES FOR AN AMENDMENT )
TO ITS CERTIFICATE OF PUBLIC CONVE-
NIENCE AND NECESSITY TO PROVIDE ) ORDER NO. 26575
LOCAL EXCHANGE TELECOMMUNI. ) CAnONS SERVICES. )
- ---
On Febivaiy 29,1996, AT&T Communications of the Mountain States, Inc. (AT&T)
filed a Notice and Application for Amended Certificate of Public Coiivemestce and Necessity
requesting that its certificate be amew 4ed to authorize local exchange service in the state of Idaho.
AT&T currently poviies guiate tee enizicatinos wider Idaho Code, Title 62 and
requests an amendment to its authority in order to provide Title 61 regulated telccomnumications
services, including basic exchange.
On March 29, 19%, the Commission issued a Notice of Application, and an May 15,
1996 issued a Notice of Modified Pzucedtre The Notice of Modified Procedure provided a written
comment period that expired on June 14, 1996. Comments vmc filed by a group of small
independent telephone companies (Telcos), U S WEST Communications, Inc. (U S WEST), GTE
of the Northwest Inc. (GTE), Comnusion Staff and a private individual. The Commission on
June 28, 1996, issued Order No. 26506 directing AT&T to respond in wining to the comments filed
during the comment period. On July 12, 1996, AT&T filed responsive comments, and also filed a
supplement to its application to provide specific information requested by Staff By this Order the
Commission Approves the amendment of AT&Ts Certificate of Public Convenience and Necessity
to authorize the Company's provision of local exchange service within certain pelts of the state.
1AT&rs cenificate previously included fluthorization to provide The 61 sctvices. Following tincnt of the
Idaho Tclecummunlcancits Act of 1958. AT&T elected to remove its servzccs front Title 61 regulation ard instead
be subject in the provisions of Title 62.
ORDER NO. 26575 -1-
10,21,96 23:44
The Telcos are the companies that are in the process of completing purchases of rural
exchanges from U S WEST. These companies state that they are "rural telephone companies" a s
defined by the federal Telecommunications Act of 1996, which provides them with a 'right to
heightened scrutiny by the Idaho Commission of requests to provide competitive
telecommunications services in the rural telephone company's existing service arc" These
companies assert that if the Commission approves AT&rs Application, the Commission should not
include the purchased exchange areas within the scope of its Order. The Telcos also remind the
Comntrossion that it retains a responsibility in state law to determine whether an applicant is ready,
willing and able to immediately corm service to a certificated ares.
The US WEST comments, noting that AT&ts request is the first fran any party seeking
to provide competitive service in the previously fully regulated local exchazge market. claim that
it presents unique issues which require the Commission's consideration. U S WEST made the
following points in its comments:
I. The Commission should impose the same regulatory requirements on both incumbent
local exchange companies and new entrants for the provision of retail services to end
users.
2.The Commission should understand exactly where new entrants intend to make
services available and where the incumbent will continue to be the only providers.
Thus, the Commission should require new entrants to provide a metes and bounds
description or derailed map of the areas in which they will provide service within the
next twelve months, a description of the classes of customers that will be setved,
whether the new enuant intends to construct or rely upon its own ldilhtim and an
implementation schedule that defines a reasonable interval for the actual provision
Of service.
3.Noting that AT&T indicated it may build its own facilities, U S WEST identifies
several issues, including AT&T's obligation to serve Title 61 and Title 62 customers
in the certificated area, and AT&rs obligation to extend facilities to serve customers
if no facilities are currently available from the incumbent.
4.It is not clear from AT&T's Application how it will perform the statutory obligations
of a Title 61 provider. By Idaho law, providers of basic local exchange service must
file tariffs, justify rates for service under traditional rate of return regulation, make
an election to deregulate Title 62 services and utilize a cost allocation to dtertninc
the rates for Title 61 services.
ORDER NO. 26575 -2-
1'21'9E 23:44
ioi
5. The Commission should ensure that new enants will be bound by the same
regulations that create standards for the existing incumbents. Thus, the Commission
should make compliance with all rules and regulations of the Commission a
condition of certification. New entrants should be required to meet the same SCtVICC
quality standards, including recordkeeping and reporting requirements.
U S WEST recommended the Commission convene a hearing to consider these and other issues
identified by U S WEST.
GTE stated in its comments that its priniaty concerns iIAT&Ts Application is approved
relate to regulatory panty, raze rebalancing and universal support By idaho law. AT&T would need
to make an election between Title 61 and TIde 62 regulation. According to GTE, the appearance in
its service territory of duplicate providers of local services calls into question traditional pricing of
the Company's services under years of regulation by the Commission. Rates based on value of
service criteria rather than underlining economic costs and market forces will need to be changed,
according to GTE. Such changes will remove internal ames subsidies which now support the state's
universal service objectives.
The Commission Staff in its cO!nnzs stated that AT&Vs Application should not
present an occasion to examine all the issues presented by the federal Telecommunications Act, such
as interconnection and number portability. These issues can be addressed in separate dockets as
necessary once AT&T begins providing local exchange service. However, Staff stated that AT&T'!
map of its intended service area is not adequate in detail and that an improved map is required. In
addition, AT&T did not file tariffs with its Application, which are necessary to dezcrinix* the type
of service the Company intends to offer and the scope of those services. According to Stafl AT&T
should also be required to provide a full description of its proposed construction or expansion and
the manner in which it intends to serve customers, that is, whether its services will be facilities based
or by resale. Staff encouraged the Commission to approve AT&T's Application if AT&T revises
its Application to include a detailed map of intended service area showing specic exchange areas.
tariffs detailing the services the Company intends to offer, and a full description of its proposed
construction or expansion and the manner in which it intends to serve customers.
In its reply comments, AT&T addressed specific issues raised in the previously filed
comments of U S WEST. GTE. and the Telcot. R953r4in6 U S WE3Th comments, AT&T noted
ORDER NO. 26575 -3.
NO. ?89 P886/011
18/21/96 23:45
that the certification process is not the appropriate venue to address many concerns regarding the
Telecommunications Act AT&T asserts the certification process addresses only three narrow
questions, that is, (a) whether certification is in the public interest, (b) whether the Company has the
technical and financial wherewithal to accomplish the expansion, and (c) how the expansion will be
accomplished. Regarding derails of its expansion into the local madcet AT&T stated that the federal
Act requires many of the issues to be resolved through negotiation with incumbent local exchange
carriers, and then by mediation and arbitration if negotiation proves unsuccessful. AT&T states it
is not possible to provide additional details regarding rates and services until that process is
completed. AT&T stated that it will file interconnection and operational agreements as formulated
and as approved, and will also file appropriate tariffs describing its proposed services when the
services are actually offered.
AT&T agreed with GTE that issues regarding the effect of the Act on local exchange
service should he decided by this Cm&,sion, but are not required to be rcsohrcd prior to AT&T's
amendment to its Certificate.
In response to the comments of the Telcos, AT&T stated that it does not intend initially
to serve area served by Local exchange carriers that are subject to the sale by U S WEST to the
Telco purchasers. If the sales are consunmiated and AT&T seeks to serve the areas of the Telcos,
AT&T stated it is aware of and will fully comply with Section 251's procedures relating to rural
telephone companies.
In the supplemental information provided by AT&T, the Company provided a more
detailed map, information regarding tariffs and services, and additional information on its plan to
begin providing local exchange service The new map mom specifically depicts the service area
where AT&T initiaI intends to offer service. AT&T reiterated that it intends to initially offer
service only in those exchanges served by GTE and U S WEST. Regarding tariffs ard specific
services, AT&T stated it intends to offer a full array of local exchange services once all
interconnection and operational arrangements are completed. AT&T provided a lengthy list of
specific services it intends to provide. As to additional information about how AT&T intends to
begin providing local service. AT&T states that it is not able to provide complete details until the
necessary arrangements have been completed with the incumbent LECs. The Company intends to
ORDER NO. 26575
N0.789 Pe7'011
10'21/96 23:45
initially offer service prunanly on a resale basis, and then evaluate its success in the marketplace
before expending capital to construct its own facilittes
FINDINGS OF FACE AND CONCLUSIONS OF LAW
The Cormnsion's Rule of Procedure Rule 112 provides the requirements for the
application of an existing utility to mend its Certificate of Public Convenience and Necessity.
Those requirements include a full description of the proposed construction or eipeusion, a map
showing the proposed service area and its relation to other similar utilities, and information
regarding the manner and time in which the utility will begin providing service. The purposes of
the requirements of Rule 112 are to enable the Commission to evaluate whether the proposed
additional service is in the public kwast, that the applicant has the fn2nial strength to provide the
service, and the types of service to be provided.
We end, with the supplemental information filed by AT&T, that the Company has met
the requirements of Rule 112 for am&nut of its Certificate. The information demnnstrates
AT&Vs financial ability to provide local exchange service, and identifies the manna by which and
the types of services the Company intend to provide.
AT&T initially provided a detailed map and information of the areas the Company
intends to serve, and then provided a new map and information to correct some obvious errors.
AT&T clearly states it does not intend to provide local services in the rural exchanges purchased by
the Telcos from U S WEST, and the Company's map now excludes all areas within the purchased
exchanges. A photocopy of the corrected map is attached to this Order as Exhibit A. AT&T states
that it understands and will comply with the Commissions rules regarding local exchange services
to customers in Idaho. We find that AT&T has met the requirements for amendment to its
Certificate and therefore conclude that the amended Certificate should issue.
ORDER
IT IS ILEREBY ORDERED that the Application of AT&T to amend its Certificate of
Public Convenience and Necessity, authorizing it provide Local onununication services wtthin
the areas depicted in the map acbed an Ezlubrt A. izappmwd
ORDER.NO. 26575 -5-
NO.?89 pe,811
10,21/96 23:46
THIS IS A FINAL ORDER Any person interested in this Order (or In issues finally
decided by this Order) or in interlocutory Orders previously issued in this Case No. ATF-T-96-1
may petition for reconsideration within twenty-one (21) days of the service date of this Order with
regard to any matter decided in this O rder or in interlocutory Orders previously issued in this Case
No. AIT-T-96- 1. Within seven (7) days after any per son has petitioned for reconsideration, any
other person may cross-petition for reconsideration. See Idaho Code § 61-626.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this
day ofAugust 1996.
T MM M-
MARSHA H. SMITH, OMMISSIONER
ENNIS S. HANSEN, COMMISSIONER
ATTEST:
~
Myrna 1. Walters
Commission Secretary
vIdO:a1961.2
ORDER NO 26575
W. 789 P009/0 11
10/21/96 23:46
IDAHO
AT&T LOCAL SERVICE MAP (PROPOSED)
:-• •-'
/ di .5.-.
S
- -
REVISED sniis - - - - - AT&T SERVICE AREA
ORDER NO. 26575 EXHIWTA
NO.789 P010/011 -- _ -
- 10i21'96 23:46
BEFORE TftE IDAHO PUBLIC 1YYILITIES COMMISSION
IN TU MAITER OF THE APPLICATION OF )
AT&T COMMVNICATIONS OF THE )
MOUNTAIN STATES FOR AN AMENDMEI4T )
TO ITS CERTIFICATE OF PVBUC CONVE. )
NIENCE AND NECESSITY TO PROVIDE )
LOCAL EXCHANGE TELECOMMUNI- ) CATIONS SERVICES.
)
CASE NO. ATF-T-%-1
AMENDMENT TO
CERTiFICATE NO. 295
IT IS HEREBY CEKtiiiw that the Certificate of Public Convenience and Necessity
issued to AT&T Canrnwiications of the Mountain States Inc., Certiftesie No. 295, is amended to
authorize AT&T to provide Title 61 regulated tclecommunicnons services, including basic
exchange services, within parts of the state of Idaho. The Commission approved this a*xiendmcnt
to AT&rS Certificate by Order No. 26575 issued August 27, 1996. Order No. 26575 limits the
areas in which AT&T is authorized to provide ride 61 services, as depicted in a map attached as
Exhibit A to the Order. The map is also atwW to this Amendment as Exhibit A. This Amendment
is predicated upon and is issued pursuant to the finding of the Commission in Order No. 26575.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this -z I,C<.
day of August 1996.
- -
RALPH NELSON, PRESIDENT
r4L.
HA H. SMITh, COMMISSIONER
ENNIS S. HAN , COMMISSIONER
ATTEST:
Myrna 1. Wfalan
commission Secretary
vId.Arrr96t.e3
AMENDMENT TO CERTIFICATE NO. 295
10/2196 23:47
NO.789 P011/811
I . IDAHO
AT&T LOCAL SERVICE MAP (PROPOSED)
_>
I'
*
T
di
RevanD
SEA 1 ORDER NO. 26575
EXHLBVr A
,.18/21'96 23:44 NO.789 F802/811
a
A1
G wWV F. Alan
r vs k
October 18, 1996
ML Kail
Steve,
As dimussed, limited to GTE and U S WEST
tenitory.
Greg
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ieia Lawaies Sbu
Den. co 50202
noin (MM2MAM
FM M 2534501
JOINT APPLICATION TO AMEND
CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY
No. 295
Exhibit 3
AT&T Corp. Certificate of Authority to
do Business in Idaho
CERTIFICATE OF AUTHORITY
OF
AMMAN TrLEPWll Mi TLL'iAPf t'MPMY
1., PETE T. CENARR USA. Secretary of State of the State of Idaho. hereby certify that
duplicate originals of an Application-of _ DICAI1 TELEPM)N1 4k.. rELRAPlL,
IOMWAW •.... for a Certificate or Authorkv to trantac* husinc%in:this State.
duly signed and verified pursuant to the provisions of the Idaho Business Corporation Act., have
been receivd in this office and are found to conform to iaw.
ACCORDINGLY and by virtue of the 4uthorlty Vted in me by ta. I issue this Certi1iceiii
Authority to-AMERICW TEgT1k'F Amp if L: C(1RkMY
to transact business in this State under the name 4TCmLt1WcJE 01W TELOPAW
DGWANY and attach hereto a duplicate (original of the AppIiatinn
for such Certificate.
Dated Je!4Wj1tj-.. 19
f7d
SECRETARY OF StAll.
Corporal ion. C1crk
CAU 779
APPLICATION FOR CERTIFICATE OF AUTHORITY
To the Secretary of State of Idaho.
Pursuant to Section 30-1-110, Idaho Code, the undersigned Corporati941ereby applies fosa Certificate
of Authority to transact business in your State, and for that purpose subWihs fl3ollj1inateIpent: TM
1.The name of the corporation is AMERICAN TELEPHONE AND TELEGRAPH CO.MPANY
L.. L E
STATE
2.*The name which it shall use in Idaho is AMERICAN TELEPHONE AND TELEGRAPH
COMPANY.
3.It is incorporated under the laws of NEW YORK
4.The date of its incorporation is MARCH 3, 1885 and the period of its
duration is PERPETUAL
5.The address of its principal office in the state or country under the laws of which it is incorporated is
195 BROADWAY, NEW YORK, NEW YORK 10007
6.The address of its proposed registered office in Idaho is 300 NORTH 6TH STREET,
BOISE, IDAHO 83701 and the name of its proposed
registered agent in Idaho at that address is C 'P CORPORATION SYSTEM
7.The purpose or purposes which it proposes to pursue in the transaction of business in Idaho are:
DEVELOPMENT, CONSTRUCTION, OPERATION & MAINTENANCE OF THE INTER-
STATE AND INTERNATIONAL TELECOMMUNICATIONS NETWORK, INCLUDING
ALL THINGS NECESSARY AND PROPER IN THE CONDUCT OF SUCH BUSINESS.
8.The names and respective addresses of its directors and officers are:
Name Office Address
SEE ATTACHED LIST.
9.The aggregate number of shares which it has authority to issue, itemized by classes, par value of shares,
and shares without par value, is:
Number of Shares Class Per Value Per Share or Statement That Shares
Are Without Per Value
750,000,000 COMMON $16-2/3
100,000,000 PREFERRED $1
(continued an reverse)
ACA 779
10. The aggregate TtumbCT of its issued shares, itemized by classes, par vahe of shares, and shares without par
value, is:
Number of Shares Class Par Value Per Share or Statement That Shares
Are Without Par Value
700,302,000
8,620, 300
10 000, 000
10,000,000
587,500
The corporation a
State of Idaho.
COMMON
PREFERRED
PREFERRED
PREFERRED
PREFERRED
ccepts and shall comply
$16-2/3
4 cum.conv./$50 stated value
- $3.64 cum./$50 stated value
$3.74 cum./$50 stated value
- $77.50 cum. $1,000 stated value
with the provisions of the Constitution and the laws of the
12. This Application is accompanied by a copy of its articles of incorporation and amendments thereto, duly
authenticated by the proper officer of the state or country under the laws of which it is incorporated.
Dated January 28 , 19 80
American Telephone and Telegraph Company
By R. W .- KLEINERT
Its VICE President
and Q'
'j. H. PETERS
Its ASSISTANT Secretary
STATE OF New Jersey
Somerset )Ss.
COUNTY OF

Thomas E. Stewart -. a notary public, do hereby certify that on
this 28 day of January _19 80 .personally appeared before
me R.W._ Kleinert _and _J.H._Peters , who being by me first duly sworn, declared that he
Vice President and
is the_Assistant_Socretary_of American Telephone and Telegraph
Company
Vice President/
that he signed the foregoing document as Assistant Snrrstry of the corporation and that the
statements therein contained are true. Z~
TMOMM . STEWART Notary Public Notary PuhIc of New Jersey My Commission Ex cs Dec. 28. * Pursuant to section 30-1 - 108(b)( I), Idaho Code, if e corporattltssumes a name other than its true name,
this application must be accompanied by a resolution of the Board of Directors to that effect.
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
DIRECTORS AND OFFICERS
DIRECTORS
William H. Batten
New York Stock Exchange
11 Wall Street, Rm. 605
New York, New York 10005
Edward W. Carter
550 South Flower Street
Los Angeles, California 90071
Charles L. Brown
American Tel. & Tel. Co.
195 Broadway, Rm. 2628
New York, New York 10007
William S. Cashel, Jr.
195 Broadway, Rm. 2600
New York, New York 10007
Catherine B. Cleary Archie K. Davis
735 N. Water St., Rm. 716 612 S. Main Street
Milwaukee, Wisconsin 53202 P. 0. Box 10689
Winston-Salem, N. Carolina 27108
John D. deButts
195 Broadway
New York, New York 10007
James H. Evans
Union Pacific Corp.
345 Park Avenue
New York, New York 10022
Edward B. Hanify
225 Franklin Street
Boston, Massachusetts 02110
Jerome H. Holland
270 Park Avenue, Suite 1490
New York, New York 10017
Donald S. MacNaughton
Hospital Corp. of America
1 Park Plaza
Nashville, Tennessee 78212
J. Irwin Miller
301 Washington Street
Columbus, Indiana 47201
Donald S. Perkins
Jewel Companies, Inc.
5725 East River Road
Chicago, Illinois 60631
William H. Ellinghaus
195 Broadway, Rm. 2657
New York, New York 10007
Peter E. Haas
Levi Strauss & Co.
2 Embarcadero Center, 28th Fl.
San Francisco, California 94106
William A. Hewitt
John Deere Road
Moline, Illinoia 61265
Belton K. Johnson
2000 Nat'l. Bank of Commerce Bldg.
San Antonio, Texas 78205
William J. McGill
Columbia University
202 Low Library
New York, New York 10027
James E. Olson
195 Broadway, Rm. 2631
New York, New York 10007
Rawleigh Warner, Jr.
Mobil Corporation
150 East 42nd Street
New York, New York 10017
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
DIRECTORS AND OFFICERS
OFFICERS
Robert E. Allen
Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07921
James R. Billingsley
Vice President
195 Broadway
New York, New York 10007
Thomas E. Bolger
Executive Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07920
William S. Cashel, Jr.
Vice Chairman of the Board &
Chief Financial Officer
195 Broadway
New York, New York 10007
John L. Clendenin
Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07920
William M. Ellinghaus
President
195 Broadway
New York, New York 10007
John G. Fox
Vice President
2000 L Street, N.W.
Washington, D.C. 20036
Richard R. Hough
Executive Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Frank A. Hutson, Jr.
Secretary
195 Broadway
New York, New York 10007
Jack A. Baird
Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07921
Edward N. Block
Vice President
195 Broadway
New York, New York 10007
Charles L. Brown
Chairman of the Board
195 Broadway
New York, New York 10007
H. Weston Clarke, Jr.
Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Virginia A. Dwyer
Vice President and Treasurer
195 Broadway
New York, New York 10007
Robert N. Flint
Vice President and Comptroller
195 Broadway
New York, New York 10007
Donald B. Guinn
Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Charles E. Hugel
Executive Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Walter B. Kelley
Vice President
195 Broadway
New York, New York 10007
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
DIRECTORS AND OFFICERS
Page 2
OFFICERS (Cont'd.)
Robert W. Kleinert
Vice President
AT&T, Long Lines
Bedminster, New Jersey 07921
Archie J. McGill
Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Rex R. Reed
Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07920
William G. Sharwell
Vice President
195 Broadway
New York, New York 10007
Alvin von Auw
Vice President
195 Broadway
New York, New York 10007
Rocco J. Marano
Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07920
James E. Olson
Vice Chairman of the Board
195 Broadway
New York, New York 10007
John L. Segall
Vice President
195 Broadway
New York, New York 10007
Howard J. Trienens
Vice President and General Counsel
195 Broadway
New York, New York 10007
Kenneth J. Whalen
Executive Vice President
295 North Maple Avenue
Basking Ridge, New Jersey 07920
JOINT APPLICATION TO AMEND
CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY
No. 295
Exhibit 4
AT&T Corp. Corporate Structure
Currently, AT&T Communications of the Mountain States, Inc.
is a wholly owned subsidiary of AT&T Corp., which is a wholly
owned subsidiary of AT&T Inc. (f/k/a SBC Communications
Inc.)
AT&T Communications of the Mountain States, Inc. will merge
into AT&T Corp.
AT&T Corp. will be the surviving entity and will remain a
wholly owned subsidiary of AT&T Inc. (f/k/a SBC
Communications Inc.)
JOINT APPLICATION TO AMEND
CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY
No. 295
Exhibit 5
Customer Notice
EXHIBIT 5— Customer Notice
Here is the bill message that appeared on our direct mailed bills beginning in June for
consumer and July for business.
Currently, AT&T intrastate services are provided by AT&T Communications of the Mountain States, Inc.,
and AT&T interstate and international services are provided by AT&T Corp. Subject to state regulatory
approvals, on or about November 1, 2012, AT&T Corp. will also provide AT&T intrastate services in your
state. This change does not impact the rates, terms or conditions applicable to these services. To view
service publications go to www.att.com/servicepublications and click on Service Guides and/or Tariffs If
you have any questions, please contact the number at the top of this bill.
JOINT APPLICATION TO AMEND
CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY
No. 295
Exhibit 6
AT&T Corp.'s Articles of
Incorporation
'1 C
11/23/2005 12:33 1519453732 CT CORPORATION PAGE 52/05
C107
RESTATED
CERTLPICATE OF INCORPORATION
OF
AT&T CORP.
UNDER SECTION 807 OF TIlE BUSINESS CORPORATION LAW
U follows
I, the undersigned, being Secretary of AT&T Corp., do hereby certify
1.The name of the corporation is AT&T Corp., and the name
der which it was frmcd was American Telephone and Telegraph Company.
2.The certificate of incospotatioti of the corporation was filed by
the office of the Secretary of State of New York on March 3, 1885.
3.The certificate of incorporation is hereby amended to effect
several amendments authorized by the Business Corporation 14w 4 namely to change
the total number and par value per abate of authorized shares of Common Stock from
2,500,000,000 shares having a par value ofSl.00 per share to 1,000 shares having a
par value of S0.01 per share, all of which will be issued and outstanding as a result of
such change; to remove the authority to Issue shares of Prefened Stock, and to delete
nil references to tights, preferences and limitations of abates of Preferred Stock; to
provide that any action on which shareholders are requited orpersnitted to 'vote may
be authorized by the written consent of shareholders; and to provide that the
corporation shall indemnify certain persona under certain circumstances pursuant to
Article 7 of the Business Corporation Law. The tent of the certificate of incorporation
is hereby restated as so amended to read in its entirety as follows;
FIRST. The name of the corporation Is AT&T Corp.
SECOND. The purpose of the corporation Is to engage in any lawful
act or activity for which corporations may be organized under the Business
Corporation Law of the State of New York (the "Business Coqoretiou Law"), but not
to engage in any act or activity requiring the consent or approval of any New York
State official, department, board, agency or other body without such consent or
approval first being obtained.
TEM. The office of the corporation within the State afNew York is
to be located In the County of New York.
FOURTh, The aggregate number of shares which the corporation
shall have authority to issue is 1,000 shares of Common Stock, par value of 5.01 per
share.
• FIFTh. The Secretary of Stare of the State of New York Is designated
as agent of the corporation upon whom process in any action or proceeding against it
maybe served. The address to which the Secretary of State shall niall a copy elan)'
process against the corporation served upon him is: do CT Corporation Systems, 111
Avenue, New York, New York 10011.
/
11/23/2805 12:33 15184593732 CI CORPORATION PAGE 03/05
SDCm. By-laws of the corporation may be adopted, amended or
repealed by the board of directors of the c orporation by the 'vote ofa majority of the
directors present at a meeting of the Board at which a quorum is present
SEVENTH. No holder of sham of the corporation of my c1aa, now
or hereafter authorized, shall have any preferential or preemptive sight to subscribe
for, purchase or rccesve any abates of the corporation of any class, now orhereafeer
• mathorirad, or any options or warrants hr such shares, or any rights to subscribe for or
purchase such abates, or any securities convertible into or exchangeable for such
shares, which may at anytime be Issued, sold or offered for sale by the corporation.
EIGHTH. Whenever under the provisions of the Business Corporation
Law shareholders an required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, signed by the holders of
outstanding shares having not less than the minimum number ofvotee that would be
necessary to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, in accordance with the provisions of Section 615
of the Business Corporation Law.
NINTH. The corporation shall, to the fullest extent permitted by
Article? of the Business Corporation Law, as the same maybe amended end
supplemented, indemnify any and All persona whom it shell have power to mdenuilfy
under said Article from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said Article, and the lndenmlfication provided for
herein shall not be deemed exclusive of any other rights to which any person maybe
entitled wider any by-law, resolution of shareholders, resolution of directors,
agreement, or otherwise, as permitted by said Article, as to action in any capacity in
which be or she served as the request of the corporation.
TENTH. A director of the corporation shall not be personally liable to
the corporation or its shareholders for damages for any breach of duty as a director,
except to the extent that such exemption hum liability orlimnitation thereof is not
permitted under the Business Corporation Law as currently In effect or as the same
may hereafter he amended. No amendment, modification or repeal of this Article
TENTH shall adversely affect any right or protection of a director that exists at the
time of such amendment, modification or repeal.
4. The foregoing restated certificate of incorporation was
authorized by the Board of Dizectors of the corporation at a meeting duly called and
held on November 18, 2005, followed by the written consent of the sole shareholder
of the corporation dated November 10, 2005,
0
11/23/25 12:33 15194593732 CT MRPCIRATION PE 04/05
By JWWayrA. Wirft
Nam: Wayne A. Whiz
Till.: Sem'.te&y
3
11123/2685 12:33 15184593732
CT UJFtIATIUH PAGE 85/65
CT-07 CT-07
RESTATED
CERTIFICATE OF INCORPORATION
OF
AT&T CORP.
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
1t ifl NLW YORK
Li rç Cl- STATE
FL±E tOV 23 2J35
?1y
SBC COMMUNICATIONS INC.
175 EAST HOUSTON STREET, ROOM 282
SAN ANTONIO, TX 78205
Customer Ret# 6506775
C r'
)51 i3J0C 617
I+.
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'nit W1 r()*AFtO J UMI., JtlNIO. (LITY Of tLtZAfl4.
STATE or irw j'rv, yw,a*s 41. ooirt, Or THE CITY DroArat-
• O•1 • O TATf OF C0Pt.FTtCUT. .?oreH 01. OAVIà AND ANZI I. DODD
Of T,i (if NEW YO, STATE OF Nrw YORK, DO HtACf A1000lAY9
• 4'
• OU3ttv(I TO'ZCTMtR ro R mc f4i 69 CF CGNITRUC?iN, Iw ,
C'VPIN, LASING OR OTUCARIBE OOYAsNUiQ. LINCO OF CLCTA$C 4
p..
TCAr'H PARTLY WITHIN AND PARTLY BEYOND TJIC L,'Y. 09 7flt
r — $yf( OF NEW YOC, AND Or EQUIPPING, U$P4O6 OP(1lA?IPs0, OA 4flR_
CR.I.t: MAjmTAIosINQ, THE SAUt, AND OF OCCOMIIIS A bOY roPflc-
AND COAPORAYC UNDER AND BY v$RTUt OF TNt PROVVIION$* *N :Mt
OF T1414 LEO I1l.ATVAC OF THE STATE or NER Y0$ • •'•• - •. • . .••
-roR iNceRPoTSON AND REGULATION TO oviot mc
cOMPANITs''. PAllID APRIL II, 184, AND T(t VIASOUS AcTs'.Aime .4
• - :.
AtORY TNCAOY OR •UPI&.CVCNTAI. TNERIT0 AI OF N*VHIS A. I
': . ji :••
I 1CI5INC ALL AND tV(RY Of mc POstAl,
• •— • --
— Ibsuwlyits $N AND BY SAID ACTS CONFERRID. AN UL1I1If
- j ••. - . . -. -. .. aJ _______________
OF THE ACQUV MrVCmTv of Tilt VARIOUS'ACTS AFOR*1I*. a
f •
PJP.PO$t$ A6Vt WT FORT*, it DD AIAISY O(CLM A.1óa -
FOLLOWS.,• •••-T' - .. •.• • -,.
fIRST. ThE N1 ASSUMED TO 013?INJI4II SUM"IMuII
AND tO It USED IN ITS DC*I.IN'*S, AND ST 11115$ It 5*,
1 - - • •
• siro, IS ThE AMEASCIP TIL(PNONE AND ,11(.AH
• . . - - • • iaoim. • T$t O(aEML ROIIfl IF.iWt LPNE$SPT 1I,C
* • . —•---. _••• .-:
•áiøien s 4; 111100"
--
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r*. Y(E ALONG ALt. RAIL kOAO, 4RICOVS. HIGMUAYI AND OTMCA
pAt.rI&A,,,, OVITAOLC AND .()NVrwpfr4T *v• a. cau*r, L9400ftO
y)4rrt THE uITIril 'Of AUSAP4Y.-eOSTOPb AP4OTHt •NTrIcOIAfl
CtTIEtt. TOWNS AND Pt*CtS, *1.00 FROM A POINT OR POINTS UPS AND
ruAniJr.w THE CITY OF NEW YORK. AND TNCNC(! THROUGH *NOACO*$ flit
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JCSCY CITY, LONG lOLANO CITY AND 4R0OKLYP4 AND ALONSA1.L. RAIl.
ROAO, CAIDGES, 41C14*AYI AND OTHCR PRACTICAULE, IUITMI.t AND
CONVtPI$tNT WAYS AND cOUAlt$ TO TIlt CITICS -OF PHSLACtI.PHIA,
SALT IOf4C, MANIWNOTON, RICHMOND, CNAtSTOP ,sOaII.t AND 14CM
L!*..t!, AND TO ALL INTERMEDIATE CITIES TOO" AND PLA095 AND- 7
C
IN LI( MANPSCA TO THE CITIES 0? SUI?AI.O, PITTSSURS
CINCINNATI, LOtj$lvIUC, MEMPHIS, INDIANAPOLIS, Cl4UC40, SAINT.
LOUIS, KANSAS CITY, rOKUK, CEO MOIM'S. DETROIT. SLI
PAIJI., MIPINEAPOLIM. OMAHA* bi,rvrpit. awnWp, SALT JS
C IlY, U*P F$*N$Ø, AND 00117LASiOp AfldD 10 ALL IPITCANEDUATE S$I -
- . $CS, TOIND AND 0LACC9v AND ALSO ALOUD ALL RAILROADS skIbi.: .
— I
HUasisArs ANO oThER PRACTI005LE, ISUITAIII.C.AftoCON $LT..*L
AND cOuASCII Al MAY St NECCOSANY OR PNE* P.R -NC PURPOSE 0$ :. . .-: -•
. COPASECTIMO Ills EMS OflR ONE DR NO= POINTS III SAID C ITT. ow. ..
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• NEW YOI**. AND IN EACH OF NC C ITSEIp TOSsO AND
LIOvE SPCOIFIC*LLY ON GENERALLY DESIS1ATED.
AND,? SI $I*11CR DtCL*0. AND 0ERWSPS10 ThAT Viol
'•
. .--._.. _---. ,Iio u.icTa,.arvfc Lowell Or
i'. .... . . - T . . .. .
NEREINIP0M asleEp OR UCI$$NA?E SILL SS*IS?-t $01
•
- *--. ,•.• •1 '• ', '- S. .. .
I. •
•
POINTS 1K tM AND (VERY CITY, TOWN OR RU IN ThE BTATC
NEW YORK WITH ONE On Mow POINV$iNEACW4ND (V(RY 01 *.4ITY. . •._., .__•s -
TOWN OS FLACC IN SAID STATY. AND IN EACH sD(V(JOTMt*OY ?I
UNITED STATES. AND 914 CANA04 AND ISEXIC69 AND CAW, AM
j
— C IT 1989 TOWNS AND PLACES I9TOS(CONEVTTDW$?1MWIb SAID
'p. 1
(VERY OTHEL CITY,.. 701$ QRPLAC( IN MID ST*PE*OCOUIFE 3
AND ALSO BY CASLE AND OTHER APPROPRIATE MEANS WITH TIlE RESt OP
THE KNOWN WWOAS MAY HERrIrTER 'IFCflMt NECESSARY ORD($IRAWt.t
IN cOICuCI$NO THE OUWINC9S OF 71415 AS9OCIAYSON •
THIRD. THE CAPFra%. STOCK OF SUCH ASSOCIATION SI4*U. St
THE $UU Of ONE HUNDRED THOUSAND DOLLARS, WHICH WILL WE DIVIDED -
INTfl ONE TI4OUWANO SHARES OF INC PAR V*LUS OF ONE HUNDRED 00L -
LA EACH • - _____
?OUN. THE NINES AND PLACES OF RYWIONC* OP
-
1401.brRn OF SAID ASSOCSAYION, AND ThE NUMSER OP NIAREW MELD '!_ 1'..._-
EAcH Of THEN. ARE, ?t$PECTIVEI.V, AS -FOLLOWS*
• . 1
NANCI FKSIDCNCCG PIUMSER or *I*RC .
• . • •
(OWAIW do HL 4* SLIZ*WETH. N. 4. TWO IIJKOREO AND FIPV7'
T140046 5 4 000LIT1LE,BRIDOEPORI', CONN.750 HUNDRED AND PIYVV
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JOINT APPLICATION TO AMEND
CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY
No. 295
Exhibit 7
Contact Information for Officers and
Directors of AT&T Corp.
Directors I Officers Report As of 7/25/2012
AT&T Corp.
Directors
James Meza III Director
208 S. Akard St., Room 3301, Dallas, TX 75202
Paul W. Stephens Director
208 S. Akard St., Room 3605, Dallas, TX 75202
Officers
Andrew M. Geisse President and Chief Executive Officer
208 S. Akard St., Room 3705, Dallas, TX 75202
William M. Archer President - Advanced Solutions
1 AT&T Way, Room 5A106, Bedminster, NJ 07921
Frank Jules President - Global Business Solutions
208 S. Akard St., Room 3509, Dallas, TX 75202
Jose M. Gutierrez Executive Vice President - Wholesale Solutions
208 S. Akard St., Room 3606, Dallas, TX 75202
Cathy Martine-Dolecki Executive Vice President - Small Business Solutions
and Alternate Channels
1 AT&T Way, Room SAl 11, Bedminster, NJ 07921
Kathryn Morrissey Executive Vice President - GEM and System
Integrator Solutions
77 Water St, Room 25M01, New York, NY 10005
Kevin Robert Peters Executive Vice President - Global Customer Service
1 AT&T Way, Room 3C109, Bedminster, NJ 07921
Michael Bowling Chief Marketing Officer - Business Solutions
208 S. Akard St., Rom 3513, Dallas, TX 75202
Eric D. Boyer Senior Vice President - Service Assurance
208 S. Akard St., Room 3502, Dallas, TX 75202
Ernie Carey Senior Vice President - Construction and Engineering
208 S. Akard St., Room 3416, Dallas, TX 75202
Gerry R. Chicoine Senior Vice President - Audit Services and Chief
Compliance Officer
208 S. Akard St., Room 1110, Dallas, TX 75202
Louis N. Delery Senior Vice President - Small Business Marketing
1 AT&T Way,, Bedminster, NJ 07921
Andrew A. Dzerovych Senior Vice President - Service Delivery
1 AT&T Way, Room 4C104, Bedminster, NJ 07921
Rick Felts Senior Vice President - Information Technology
Operations
208 S. Akard St., Room 3407, Dallas, TX 75202
Thomas Harvey Senior Vice President - AT&T Government Solutions
3033 Chain Bridge Rd, Room D.D2.301, Oakton, VA 22124
Donald G. Herring Senior Vice President - Network Sourcing
1 AT&T Way, Room 5A207, Bedminster, NJ 07921
Directors I Officers Report As of 7/25/2012
AT&T Corp.
William Hogg Senior Vice President - Network Planning and
Engineering
208 S. Akard St., Room 3417, Dallas, TX 75202
William C. Huber Senior Vice President - Customer Experience
Engineering
208 S. Akard St., Room 3503, Dallas, TX 75202
John Langhauser Senior Vice President and General Counsel
1 AT&T Way, Room 5A104, Bedminster, NJ 07921
Gary M. Ludgood Senior Vice President - Global Network Field
Operations
675 W. Peachtree St. NW, Room 4515, Atlanta, GA 30308
Rick L. Moore
Lawrence J. Ruzicka
J. Mark Schleyer
Stephen Stine
Daniel T. Walsh
Jeffrey G. Weber
Xavier D. Williams
Dave Albano
Senior Vice President - Corporate Development
208 S. Akard St., Room 3611, Dallas, TX 75202
Senior Vice President - Tax
208 S. Akard St., Room 1810, Dallas, TX 75202
Senior Vice President - Corporate Real Estate
208 S. Akard St., Room 3414, Dallas, TX 75202
Senior Vice President - Core Installation and
Maintenance
208 S. Akard St., Room 3405, Dallas, TX 75202
Senior Vice President - Advanced Enterprise
Solutions
208 S. Akard St., Room 3402, Dallas, TX 75202
Senior Vice President - AT&T Ad Works
1880 Century Park East, Suite 1101, Rm 3, Los Angeles, CA
90067
Senior Vice President - Service Management
208 S. Akard St., Room 3506, Dallas, TX 75202
Vice President - Premier Client Group
300 North Point Pkwy, Room 103B01, Alpharetta, GA 30005
Mike Barton Vice President - 2012 RNCIDNC Project Management
3405 W. Dr Martin Luther King Jr, Room 3106, Tampa, FL
33607
Tod A. Clarno Vice President - Tax
208 S. Akard St., Room 1827, Dallas, TX 75202
Mary Mel Coker Vice President - Mobility Public Safety Solutions
1025 Lenox Park Blvd NE, Room A927, Atlanta, GA 30319
Bill Daumer Vice President - National Information Systems
200 S. Laurel, Bldg B, Rm E5-3A36, Middletown, NJ 07748
Andrew M. Edison Vice President - ABS Business Operations
80 Victoria s, 4th F!, Rm 5AV1, London, England SW1E5JL,
United Kingdom
Laurie Hay Vice President - Customer Care Ordering
1 AT&T Way, Room 4B1 10, Bedminster, NJ 07921
Christopher K. Hill Vice President - Advanced Mobility Solutions
1 AT&T Way, Room 4C106, Bedminster, NJ 07921
Directors! Officers Report As of 7/25/2012
AT&T Corp.
John Lamprecht Vice President - Finance
208 S. Akard St., Room 2627, Dallas, TX 75202
Kevin Leonard Vice President - Alternate Channels
340 Mt. Kemble Ave, Room N245, Morristown, NJ 07960
Russ McFadden Vice President - Asset Management and Transactions
208 S. Akard St., Room 2317, Dallas, TX 75202
Marc Melloy Vice President - Business Strategy
208 S. Akard St., Room 1737, Dallas, TX 75202
John Potter Vice President - "As a Service" Solutions
1 AT&T Way, Room 4B103, Bedminster, NJ 07921
Ellen Spano Vice President and Assistant Secretary
1 AT&T Way, Room 3Al22, Bedminster, NJ 07921
Jeffrey Tutnauer Vice President - Property Tax
1 AT&T Way, Room 4A229, Bedminster, NJ 07921
Eric Weinbrom Vice President - Finance
1 AT&T Way, Room 2C1 13, Bedminster, NJ 07921
George B. Goeke Chief Financial Officer and Treasurer
208 S. Akard St., Rom 2726, Dallas, TX 75202
Wayne A. Wirtz Secretary
208 S. Akard St., Room 3024, Dallas, TX 75202
Marc Kron Director Global Trade Policies and Empowered
Official
3033 Chain Bridge Rd, Rm AH7204, Oakton, VA 22124
Neil Cobb Executive Director - Product Management
311 S. Akard, Room 851, Dallas, TZ 75202
James F. Dionne Executive Director - Accounting
1 AT&T Way, Room 2B1 19, Bedminster, NJ 07921
Carl D. Forbis Executive Director - Tax
1010 St. Marys St, Room 9-001, San Antonio, TX 78215
Rich Kurth Executive Director - Customer Contracts
340 Mt. Kemble Ave, Room S212B, Morristown, NJ 07960
Sandy Markiewicz Executive Director - Customer Contracts
225 W. Randolph St-Z1, Room 17B, Chicago, IL 60606
Deborah R. Bierbaum Assistant Secretary
1 AT&T Way, Room 4A221, Bedminster, NJ 07921
Michele M. Blazek Assistant Secretary
2600 Camino Ramon, Room 3E453, San Ramon, CA 94583
Michael R. Dacey Assistant Secretary
1 AT&T Way, Room 3A141A, Bedminster, NJ 07921
Jeston Dumas Assistant Treasurer
208 S. Akard St., Room 2725, Dallas, TX 75202
David M. Eppsteiner Assistant Secretary
675 W. Peachtree St. NW, Rm 43-050, Atlanta, GA 30308
Directors I Officers Report As of 7/25/2012
AT&T Corp.
Martin Hotchkiss Assistant Secretary
208 S. Akard St., Room 3031, Dallas, TX 75202
Arthur M. Kirchoffer Jr. Assistant Treasurer
208 S. Akard St., Room 2714, Dallas, TX 75202
Lawrence J. Lafaro Assistant Secretary
1 AT&T Way, Room 3A214, Bedminster, NJ 07921
Elaine Lou Assistant Treasurer
208 S. Akard St., Room 2712, Dallas, TX 75202
George R. (Ridge) Loux Assistant Secretary
3033 Chain Bridge Rd, Rm D7-304, Oakton, VA 22124
Delores McCarty Assistant Secretary
675 W. Peachtree St. NW, Rm 43-050, Atlanta, GA 30308
Robert Murphy Assistant Secretary
1 AT&T Way, Room 2B1 16F, Bedminster, NJ 07921
Deborah W. Perantoni Assistant Secretary
675 W. Peachtree St. NW, Rm 40G03, Atlanta, GA 30308
Joelle Phillips Assistant Secretary
333 Commerce St, Room 2101, Nashville, TN 37201
Richard A. Rocchini Assistant Secretary
1 AT&T Way, Room 3A144L, Bedminster, NJ 07921
Richard J. Sinton Assistant Secretary
1 AT&T Way, Room 3Al71, Bedminster, NJ 07921
Marilyn S. Spracker Assistant Secretary
225 W. Randolph St-Z1, Room 25A, Chicago, IL 60606
James Talbot Assistant Secretary
1120 20th St. NW, Room 1000, Washington, DC 20036
Richard G. Vartain Assistant Secretary
7125 Columbia Gateway Dr., Room 2C06, Columbia, MD
21046
Christopher Vrana Assistant Secretary
1 AT&T Way, Room 3Al28, Bedminster, NJ 07921
Brad Walter Assistant Secretary
2600 Camino Ramon, Room 2W903, San Ramon, CA 94583
Leonard Weitz
Teresa G. Blizzard
Terry Britt
Jeffrey Chambers
Karen Diorio
Judith L. Lagarde
Assistant Secretary
1 AT&T Way, Room 3Al21, Bedminster, NJ 07921
Director - Tax
1025 Lenox Park Blvd NE, Room C362, Atlanta, GA 30319
Director - Tax
1010 St. Marys St, Room 1OR, San Antonio, TX 78215
Director - Tax
1010 St. Marys St, Room 1OJ, San Antonio, TX 78215
Director - Tax
1 AT&T Way, Room 4A248, Bedminster, NJ 07921
Director - Interconnection Agreements
2500 Riva Road, Floor 1, Anapolis, MD 21401
Directors! Officers Report As of 7/25/2012
AT&T Corp.
Fletcher Ricks Director - Tax
1010 St. Marys St, Room 9S50, San Antonio, TX 78215
Vivian Swierc Director - Tax
1010 St. Marys St, Room 9003, San Antonio, TX 78215
Lee Wheless Director - Tax
1010 St. Marys St, Room 9-U-50, San Antonio, TX 78215
Paul M. Wilson Assistant Secretary
208 S. Akard St., Room 3030, Dallas, TX 75202
JOINT APPLICATION TO AMEND
CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY
No. 295
Exhibit 8
AT&T Corp.'s Certificate of Good
Standing
State of New York
Department of State }
SS:
I hereby certify, that the Certificate of Incorporation of AT&T CORP. was
filed on 0310311885, under the name of AMERICAN TELEPHONE AND TELEGRAPH
COMPANY, fixing the duration as perpetual, and that a diligent
examination has been made of the Corporate index for documents filed with
this Department for a certificate, order, or record of a dissolution, and
upon such examination, no such certificate, order or record has been
found, and that so far as indicated by the records of this Department,
such corporation is an existing corporation.
A Certificate of Amendment AMERICAN TELEPHONE AND TELEGRAPH COMPANY,
changing its name to AT&T CORP., was filed 0412011994.
.............
.. OV NEp.
COD
Ad
EL
00604,
0*0
J
•t ENT O
201209050044 * 07
Witness my hand and the official seal
of the Department of State at the City
of Albany, this 04th day of September
two thousand and twelve.
Daniel Shapiro
First Deputy Secretary of State
IDSOS Viewing Business Entity Page 1 of 3
IDAHO SECRETARY OF STATE
Viewing Business Entity
Ben YSJrS3. e(rea VOf "ate
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{ Get a certificate of existence for AT&T CORP. ]
AT&T CORPS
ROOM 4A248
ONE AT &T WAY
BEDMINSTER, NJ
Type of Business: CORPORATION, GENERAL BUSINESS
Status: GOODSTANDING, ANREPT SENT 02 Dec 2011
State of Origin: NEW YORK
Date of 11 Feb 1980
Origination/Authorization:
Current Registered Agent: CT CORPORATION SYSTEM
1111 W JEFFERSON STE 530
BOISE, ID 83702
Organizational ID / Filing C63168
Number:
Number of Authorized Stock
Shares:
Date of Last Annual Report: 25 Jan 2012
Original Filing:
{ Helo Me Print/View TIFF I
Filed 11 Feb 1980 CERTIFICATE OF View Image PDFfgLniat) View
AUTHORITY Imaqe (TIFF format)
Amendments:
[Heir Me Print/View TIFF]
Amendment Filed 17 Sep 1980 STOCK View Image (PDF formaU View
CHANGE Image (TIFF format)
Amendment Filed 28 Oct 1982 OTHER - View Image (PDF format) jj
AMENDMENT Image
Amendment Filed 01 Nov REINSTATEMENT View Imaae (PDF formet) View
1984 Image (TIFF—format)
Amendment Filed 08 Feb 1989 REINSTATEMENT View Image (PDF format) View
Imaae (TIFF format)
Amendment Filed 17 May NAME View Irnaae (PDF format) Mim
1994 CHANGED TO Image (TIFF format)
AT&T CORP.
Annual Reports:
[Help Me Print/View TIFF]
Report for year 2012 ANNUAL REPORT View Document Online
Report for year 2011 ANNUAL REPORT View Document Online
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Report for year 1988 ANNUAL
REPORT
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Idaho Secretary of State's Main Page State of Idaho Home Page
Comments, questions or suggestions can be emailed to: sosinfo©sosidaho.pov
http://www.accessidaho.org/public/sos/corp/C63168.htmi 7/27/2012
JOINT APPLICATION TO AMEND
CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY
No. 295
Exhibit 9
AT&T Inc.'s most Recent Audited
Balance Sheet, Income Statement,
and Statement of Retained Earnings
Av.
iL :' __
Consolidated Statements of Income
Dollars in millions except per share amounts
2011 2010 2009
Operating Revenues
Wireless service $ 56,726 $ 53,510 $ 48,563
Data 29,606 27,555 25,644
Voice 25,131 28,332 32,345
Directory 3,293 3,935 4,724
Other 11,967 10,948 11,237
Total operating revenues 126,723 124,280 122,513
Operating Expenses
Cost of services and sales (exclusive of depreciation
and amortization shown separately below) 57,374 52,379 50,639
Selling, general and administrative 38,844 32,864 31,359
Impairment of intangible assets 2,910 85 -
Depreciation and amortization 18,377 19,379 19,515
Total operating expenses 117,505 104,707 101,513
Operating Income 9,218 19,573 21,000
Other Income (Expense)
Interest expense (3,535) (2,994) (3,368)
Equity in net income of affiliates 784 762 734
Other income (expense) - net 249 897 152
Total other income (expense) (2,502) (1,335) (2482)
Income from Continuing Operations Before Income Taxes 6,T16 18,238 18,518
Income tax (benefit) expense 2,532 (1,162) 6,091
Income from Continuing Operations 4,184 19,400 12,427
Income from Discontinued Operations, net of tax - 779 20
Net Income 4,184 20,179 12,447
Less: Net Income Attributable to Noncontrolling Interest (240) (315) (309)
Net Income Attributable to AT&T S 3,944 $ 19,864 $ 12,138
Basic Earnings Per Share from Continuing Operations
Attributable to AT&T $ 0.66 $ 3.23 $ 2.06
Basic Earnings Per Share from Discontinued Operations
Attributable to AT&T - 0.13 -
Basic Earnings Per Share Attributable to AT&T $ 0.66 $ 3.36 $ 2.06
Diluted Earnings Per Share from Continuing Operations
Attributable to AT&T $ 0.66 $ 3.22 $ 2.05
Diluted Earnings Per Share from Discontinued Operations
Attributable to AT&T - 0.13 -
Diluted Earnings Per Share Attributable to AT&T $ 0.66 $ 3.35 $ 2.05
The accompanying notes are an integral part of the consolidated financial statements.
AT&T inc. 57
Consolidated Balance Sheets
Dollars in millions except per share amounts
December 31,
2011 2010
Assets
Current Assets
Cash and cash equivalents $ 3,185 $ 1,437
Accounts receivable - net of allowances for doubtful accounts of $878 and $957 13,606 13,610
Prepaid expenses 1,155 1,458
Deferred income taxes 1,470 1,170
Other current assets 3,611 3,179
Total current assets 23,027 20,854
Property, Plant and Equipment - Net 107,087 103.196
Goodwill 70,842 73,601
Licenses 51,374 50,372
Customer Lists and Relationships - Net 2,757 4,708
Other Intangible Assets - Net 5,212 5,440
Investments in Equity Affiliates 3,T18 4,515
Other Assets 6,327 6,705
Total Assets $270 344 $269,391
Liabilities and Stockholders' Equity
Current Liabilities
Debt maturing within one year $ 3,453 $ T,196
Accounts payable and accrued liabilities 19,858 20,055
Advanced billing and customer deposits 3,872 4,086
Accrued taxes 1,003 975
Dividends payable 2,608 2,542
Total current liabilities 30,794 34,854
Long-Term Debt 61,300 58,971
Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes 25,748 22,070
Postemployment benefit obligation 34,011 28,803
Other noncurrent liabilities 12,694 12,743
Total deferred credits and other noncurrent liabilities 72,453 63,616
Stockholders' Equity
Common stock ($1 par value, 14,000,000,000 authorized at December 31, 2011
and 2010: issued 6,495,231,088 at December 31, 2011 and 2010) 6,495 6,495
Additional paid-in capital 91,156 91,731
Retained earnings 25,453 31,792
Treasury stock (568,719,202 at December 31, 2011 and
584,144,220 at December 31, 2010, at cost) (20,750) (21,083)
Accumulated other comprehensive income 3,180 2,712
Noncontrolling interest 263 303
Total stockholders equity 105 797 111,950
Total Liabilities and Stockholders' Equity $270 344 $269,391
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statements of Cash flows
Dollars in millions
2011 2010 2009
Operating Activities
Net income $ 4,184 $ 20,179 $ 12,447
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 18,377 19,379 19,515
Undistributed earnings from investments in equity affiliates (623) (603) (419)
Provision for uncoLlectibLe accounts 1,136 1,334 1,762
Deferred income tax expense (benefit) and noncurrent
unrecognized tax benefits 2,931 (3,280) 1,885
Net gain from impairment and sale of investments (89) (802) —
Impairment of intangible assets 2,910 85 —
Actuarial Loss on pension and postretirement benefits 6,280 2,521 215
Income from discontinued operations — (779) (20)
Changes in operating assets and liabilities:
Accounts receivable (1,133) (99) (490)
Other current assets (428) (187) (617)
Accounts payable and accrued liabilities (383) (1,508) 943
Retirement benefit funding (1,000) — —
Other - net 2,480 (1,247) (816)
Total adjustments 30,464 14,814 21,958
Net Cash Provided by Operating Activities 34,648 34,993 34,405
Investing Activities
Construction and capital expenditures:
Capital expenditures (20,110) (19,530) (16,554)
Interest during construction (162) (772) (740)
Acquisitions, net of cash acquired (2,368) (2,906) (983)
Dispositions 1,301 1,830 287
(Purchases) and sales of securities, net 62 (100) 55
Other 27 29 52
Net Cash Used in Investing Activities (21,250) (21,449) (17,883)
Financing Activities
Net change in short-term borrowings with original maturities
of three months or Less (1,625) 1,592 (3,910)
Issuance of long-term debt T,936 2,235 8,161
Repayment of Long-term debt (7,574) (9,294) (8,652)
Issuance of treasury stock 237 50 28
Dividends paid (10,172) (9,916) (9,670)
Other (452) (515) (465)
Net Cash Used in Financing Activities (11,650) (15,848) (14,508)
Net increase (decrease) in cash and cash equivalents 1,748 (2,304) 2,014
,-.....i.. . ....'.. I A7 7A1 17 97
Cash and Cash EquivaLents End of Year ,ioa i,'t .,,' '
The accompanying notes are an integral part of the consolidated financial statements.
AT&T Inc. 59
Consolidated Statements of Changes in Stockholders' Equity
Dollars and shares in millions except per share amounts
2011

Shares Amount
Common Stock
Balance at beginning of year 6,495 $ 6,495
Issuance of shares - -
2010 2009
Shares Amount Shares Amount
6,495 $ 6,495 6,495 $ 6,495
Balance at end of year 6,495 $ 6,495 6,495 $ 6,495 6,495 $ 6,495
Additional Paid-In Capital
Balance at beginning of year $ 91,731 $ 91,707 $ 91,728
Issuance of treasury stock 132 159 29
Share-based payments (118) (130) (50)
Share of equity method investee capital transactions (290) - -
Change related to acquisition of interests
held by noncontroLLing owners (299) (5) -
Balance at end of year $ 91,156 $ 91,731 $ 91,707
Retained Earnings
Balance at beginning of year $ 31,792 $ 21,944 $ 19,566
Net income attributable to AT&T
($0.66, $3.35 and $2.05 per diluted share) 3,944 19,864 12,138
Dividends to stockholders
($1.73, $1.69 and $1.65 per share) (10,244) (9,985) (9,733)
Other (39) (31) (27)
Balance at end of year $ 25,453 $ 31,792 $ 21,944
Treasury Stock
Balance at beginning of year (584) $(21,083) (593) $(21,260) (602) $(21,410)
Issuance of treasury stock 16 333 9 177 9 150
Balance at end of year (568) $(20,750) (584) $(21,083) (593) $(21,260)
The accompanying notes are an integral part of the consolidated financial statements.
60 AT&T Inc.
Consolidated Statements of Changes in Stockholders' Equity (continued)
Dollars and shares in millions except per share amounts

2011 2010 2009

Amount Amount Amount
Accumulated Other Comprehensive Income
Attributable to AT&T, net of tax:
Balance at beginning of year $ 2,712 $ 2,678 $ (418)
Foreign currency translation adjustments,
net of taxes of $66, $146 and $10 123 211 141
Net unrealized gains (losses) on available-for-sale securities:
Unrealized gains (losses), net of taxes of
$(21), $(12) and $84 (41) (22) 176
Less reclassification adjustment realized in net income,
net of taxes of $(29), $1 and $23 (54) 14 48
Net unrealized gains (losses) on cash flow hedges:
Unrealized gains (Losses), net of taxes of
$(140), $(182) and $329 (256) (334) 610
Less reclassification adjustment realized in net income,
net of taxes of $8 $1 and $8 15 12 15
Defined benefit postretirement plans (see Note 11):
Net prior service credit arising from period, net of
taxes of $699, $298 and $1,383 1,140 487 2,257
Amortization of net prior service credit,
net of taxes of $(282) $(243) and $(96) (460) (396) (156)
Other 1 2 (1)
Other comprehensive income attributable to AT&T 468 34 3,096
Balance at end of year $ 3,180 $ 2,712 $ 2,6T8
Noncontrolling Interest:
Balance at beginning of year $ 303 $ 425 $ 403
Net income attributable to noncontrolling interest 240 315 309
Distributions (220) (278) (286)
Acquisition of interests held by noncontrolling owners (59) (162) -
Translation adjustments attributable to
noncontrolling interest net of taxes (1) 3 (1)
Balance at end of year $ 263 $ 303 $ 425
Total Stockholders Equity at beginning of year $111,950 $101,989 $ 96,364
Total Stockholders Equity at end of year $105 791 $111,950 $101,989
Total Comprehensive Income, net of tax:
Net income attributable to AT&T $ 3,944 $ 19,864 $ 12,138
Other comprehensive income attributable to
AT&T per above 468 34 3,096
Comprehensive income attributable to AT&T $ 4,412 $ 19,898 $ 15.234
Net income attributable to noncontrolling interest 240 315 309
Other comprehensive income (loss) attributable to
noncontrolling interest per above (1) 3 (1)
Comprehensive income attributable to noncontrolling interest $ 239 $ 318 $ 308
Total comprehensive income $ 4,651 $ 20,216 $ 15,542
The accompanying notes are an integral part of the consolidated financial statements.
AT&T Inc. 61
Report of Management
The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles.
The integrity and objectivity of the data in these financial statements including estimates and judgments relating to matters not
concluded by year end, are the responsibility of management, as is all other information included in the Annual Report, unless
otherwise indicated.
The financial statements of AT&T Inc. (AT&T) have been audited by Ernst & Young LLP, Independent Registered Public Accounting
Firm. Management has made available to Ernst & Young LLP all of AT&T's financial records and related data, as well as
the minutes of stockholders and directors meetings Furthermore management believes that all representations made to
Ernst & Young LLP during its audit were valid and appropriate.
Management maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed
by AT&T is recorded, processed, summarized, accumulated and communicated to its management, including its principal executive
and principal financial officers, to allow timely decisions regarding required disclosure, and reported within the time periods
specified by the Securities and Exchange Commission's rules and forms.
Management also seeks to ensure the objectivity and integrity of its financial data by the careful selection of its managers, by
organizational arrangements that provide an appropriate division of responsibility and by communication programs aimed at
ensuring that its policies, standards and managerial authorities are understood throughout the organization.
The Audit Committee of the Board of Directors meets periodically with management, the internal auditors and the independent
auditors to review the manner in which they are performing their respective responsibilities and to discuss auditing, internal
accounting controls and financial reporting matters Both the internal auditors and the independent auditors periodically meet
alone with the Audit Committee and have access to the Audit Committee at any time.
Assessment of Internal Control
The management of AT&T is responsible for establishing and maintaining adequate internal control over financial reporting, as
defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934. AT&T's internal control system was designed
to provide reasonable assurance to the company's management and Board of Directors regarding the preparation and fair
presentation of published financial statements.
AT&T management assessed the effectiveness of the company's internal control over financial reporting as of December 31, 2011.
In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control - Integrated Framework. Based on its assessment, AT&T management believes that,
as of December 31, 2011, the Company's internal control over financial reporting is effective based on those criteria.
Ernst & Young LLP, the independent registered public accounting firm that audited the financial statements included in this
Annual Report has issued an attestation report on the company's internal control over financial reporting
'4 1f
Randall Stephenson John J. Stephens
Chairman of the Board, Senior Executive Vice President and
Chief Executive Officer and President Chief Financial Officer
92 AT&T Inc.
JOINT APPLICATION TO AMEND
CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY
No. 295
Exhibit 10
Contract Information for Persons
Responsible for Tariff and Price List
Questions, Customer Complaints and
Inquiries, and a toll-free Telephone
number for Customer Inquiries and
Complaints
Exhibit 10— Contact List
Tariff and Price List:
Person designated as contact for the Commission Staff concerning rates and price lists or tariffs:
John Sisemore
208 S. Akark Street, Room 2532
Dallas, TX 75202
1-214-746-3244
Customer Complaints and Inquiries:
Person responsible for handling consumer inquiries, complaints, etc. by the public:
AT&T Customer Service - 1-800-222-0300
Person designated as Customer Service contact for the Commission Staff in resolving consumer
complaints and responding to consumer inquiries:
Chris Timmermans
777 N. Blue Parkway
Lees Summit, NO 64086
1-816- 251-3255