SMM/Prospectus
Supplement
IMPORTANT BENEFITS INFORMATION
AT&T Retirement Savings Plan
AT&T Savings and Security
Plan
(For Employees Transferring to Frontier)
This is a summary of material modifications (SMM)/prospectus supplement for the
AT&T Retirement Savings Plan and the AT&T Savings and Security Plan, and should be
used with the respective prospectus/summary plan descriptions (SPDs) dated August
2014.
Please keep this document for future reference.
IMPORTANT: This document constitutes part of a Prospectus covering securities
that have been registered under the Securities Act of 1933.
DISTRIBUTION: Distributed to all Participants who are scheduled to move to Frontier
Communications Corporation.
NIN: 78-33242
Savings
Summary of Material Modifications | September 2014
IMPORTANT INFORMATION
This SMM/prospectus supplement was written for easy readability. Therefore, it may contain
generalizations and informal terms rather than precise legal terms. Also, this SMM/prospectus
supplement only summarizes benefits, and individual situations may vary. In all cases, the official
Plan documents govern and are the final authority on the terms of the Plans, and if there are any
discrepancies between the information in this SMM/prospectus supplement and the Plans, the
Plan documents will control. AT&T Inc. reserves the right to terminate or amend any and all of its
employee benefits plans or programs at any time for any reason. Participation in the Plans is
neither a contract nor a guarantee of future employment.
What is this document?
This is a summary of material modifications (SMM)/prospectus supplement for each Plan’s
prospectus/summary plan description (SPD).
Why did I receive this document?
This SMM/prospectus supplement provides an overview of how your existing account balance(s) in
the AT&T Retirement Savings Plan and/or the AT&T Security and Savings Plan (the Plans) will
transfer to the Frontier Communications 401(k) Savings Plan.
What action do I need to take?
You should review this SMM/prospectus supplement and your SPD carefully so that you can
understand the details of your Plan.
How do I use this document?
Keep this SMM with your SPD and all other SMMs so you can refer to them in the future. They are
your primary resource for your questions about the Plan.
Questions?
For additional detailed explanation of the Plans, please see each Plan’s prospectus and summary
plan description (SPD) dated August 2014 or contact the Fidelity Service Center. See the “For
More Information” section of this SMM for more information.
INTRODUCTION
This summary of material modification (SMM)/prospectus supplement is an update to SPDs for the
following Plans:
• AT&T Retirement Savings Plan (ARSP)
• AT&T Savings and Security Plan (ASSP)
On Dec. 16, 2013, AT&T reached an agreement to sell its wireline operations in Connecticut to
Frontier Communications Corporation (Frontier). The transaction is expected to close in the fourth
quarter of 2014 (Close). On the day following the Close, employees of Southern New England
Telephone Company will be employees of a subsidiary of Frontier and not in the AT&T Controlled
Group of corporations. If you are a current employee of Southern New England Telephone
Company or another entity who is scheduled to become employed by a Frontier subsidiary
following the Close and have an account balance in the ARSP and/or the ASSP (“Impacted
Participant”), this SMM is applicable to you.
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If you are on short term disability or a disability leave of absence at the Close, then you will not
move over to Frontier until you return to work with AT&T. If this provision applies to you, you will
receive a separate communication from AT&T on or around the Close with specific information
regarding the impact to your account(s) in the Plan(s).
KEY DATES
Key Dates to Remember
You will not be able to make deferral changes or initiate
a loan in the ARSP or ASSP after 3 p.m. Central time
on the date of the Close. See the “Important
Information” section for more information.
After 3 p.m. Central time on the second
Friday following the Close through 9:30 a.m.
Central time on the next Monday, you will
not have access to your account balance while
your former Plan account balance transfers to the
Frontier savings plan. See the “Important
Information” and the “Important Notice
Concerning Your Rights Under the ASSP and
ARSP” sections for more information.
YOUR SAVINGS PLAN ACCOUNT(S) TO TRANSFER TO FRONTIER
COMMUNICATIONS PLAN
As an Impacted Participant, your account balance(s) in certain AT&T savings plans are being
transferred to the Frontier savings plan. As of the day following the Close, you will no longer be
eligible to contribute to the AT&T savings plan(s). Eligible compensation earned through the Close
will be deferred into the applicable AT&T savings plan in accordance with your existing Plan
elections. Because your Plan(s) account(s) is being transferred to Frontier and merged into the
Frontier savings plan, you will not be eligible to receive a distribution from the ARSP or the
ASSP following the Close.
Your account balance(s) will be transferred to the corresponding Frontier savings plan as detailed
in the chart below.
Account balances for Impacted Participants in these
AT&T plans…
…will be transferred to this Frontier
Communications plan
AT&T Retirement Savings Plan (ARSP)
Frontier Communications 401(k) Savings Plan
AT&T Savings and Security Plan (ASSP)
If you are an Impacted Participant and you have an inactive account balance in the ARSP or ASSP
(meaning an account in an affected AT&T savings plan in which you are not currently eligible to
make contributions), then your inactive account balance will also transfer to the corresponding
Frontier savings plan as described above. However, if you are an Impacted Participant and, as of
the Close, have an account balance in an AT&T savings plan other than the ARSP or ASSP, your
account balance will not be transferred to the Frontier savings plan.
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TIMING OF YOUR ACCOUNT BALANCE TRANSFER TO THE FRONTIER
COMMUNICATIONS 401(K) SAVINGS PLAN
Your entire account balance from your current AT&T savings plan(s) will transfer to the respective
Frontier savings plan after the Close, but no later than the second Friday following the Close. For
example, if the Close occurs on Oct. 24, 2014, the transfer will begin at 3 p.m. Central time on
Friday, Nov. 7, 2014.
Limitations on Your Account Following Close
Following the Close, Impacted Participants will not be eligible to make a deferral change, elect a
distribution or initiate a loan from the affected AT&T savings plan. If you have an account balance
in an AT&T savings plan other than the ARSP and/or the ASSP, there will be no impact to these
transactions in the non-affected AT&T savings plan. Contact Fidelity for more information about
commencing a distribution from a non-affected AT&T savings plan.
You will be able to make investment direction changes to your existing account balance in the
ARSP or ASSP, and initiate in-service Withdrawals, until your account begins to transfer to the
Frontier savings plan.
You will receive a separate communication from Frontier Communications with information about
the Frontier savings plan. Please refer to that communication for more information about the
Frontier savings plan and for information about how your account balance will transfer.
Account Balance Transfer to Your New Plan Begins
Your entire ARSP or ASSP account balance will begin to transfer to the Frontier savings plan after
3 p.m. Central time on the second Friday following the Close. As a result of your ARSP or ASSP
account balance transfer to the Frontier savings plan, you will not be able to make investment
exchanges or initiate an in-service Withdrawal with respect to your ARSP or ASSP account after
3 p.m. Central time on the second Friday following the Close through the completion of the
transfer to the Frontier savings plan.
IMPORTANT: You will not be able to access your account between 3 p.m.
Central time on the second Friday following the Close and 9:30 a.m. Central
time on or about the following Monday. See the “Important Notice Concerning
Your Rights Under the ARSP and ASSP” section for more information.
Completion of Account Balance Transfer to the Frontier Plan
We expect that the transfer of your account to the Frontier savings plan will be completed by
9:30 a.m. Central time on Monday following the transfer begin date. At this time, you will have
access to your account in the Frontier savings plan. Refer to your Frontier savings plan
communication for more information about your account in the Frontier savings plan.
DIVIDENDS
The Frontier savings plan will not include an employee stock ownership plan (ESOP) related to
your AT&T shares. As a result, you will not have a dividend fund account or a dividend election
related to your AT&T shares in the Frontier savings plan. If you elected to have dividends paid to
you in cash rather than reinvested, they will be paid out to you before your account balance(s)
move(s) to the Frontier savings plan. After the distribution of your dividend amounts from the
dividend fund account, your dividend fund account will be closed.
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LOANS
If you are an Impacted Participant and have an outstanding loan or loans in the ARSP or ASSP as
of the Close, your loan(s) will transfer from your former Plan(s) to the Frontier savings plan after
the Close. You will not be able to initiate a new loan from an AT&T savings plan after the Close.
IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER YOUR AT&T
SAVINGS PLAN(S)
As a result of the transfer of the affected AT&T savings plan(s) account balance(s) to the Frontier
savings plan, you may temporarily be unable to direct or diversify investment options in your
individual AT&T savings plan(s) account(s). This period, during which you may be unable to
exercise these rights otherwise available under the Plan(s), is called a “blackout period.” Whether
or not you are planning retirement in the near future, we encourage you to carefully consider how
this blackout period may affect your retirement planning, as well as your overall financial plan.
The timing of the blackout period for the Plan(s) is expected to begin following the Close but no
later than the second Friday following the Close. The Company is legally required to give you
advance notice of the potential for a blackout period.
What Is a Blackout Period and How Will It Affect You?
It is important to understand that a blackout period may occur. During the blackout period you
will be unable to direct or diversify the retirement funds held in your individual accounts. For this
reason, it is very important that you review and consider the appropriateness of your current
investments in light of your inability to direct or diversify those investments during the blackout
period. For your long-term retirement security, you should give careful consideration to the
importance of a well-balanced and diversified investment portfolio, taking into account all your
assets, income and investments. You should be aware that there is a risk to holding substantial
portions of retirement funds in the securities of any one company. Individual securities tend to
have wider price swings, up and down and in short periods of time, than investments in diversified
investment options. Stocks that have wide price swings might have a large loss during the
blackout period, and you would not be able to direct the sale of such stocks from the accounts
during the blackout period.
FOR MORE INFORMATION
If you have any questions regarding the information provided in this SMM/prospectus supplement
or to obtain a copy of your SPD, please call the Fidelity Service Center (Recordkeeper) at:
Who
Fidelity Service Center
Recordkeeper
How to Contact
800-416-2363
1-888-343-0860 (hearing-impaired)
Monday through Friday from 7:30 a.m. to 11 p.m. Central time.
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AT&T Inc.
and Participating Companies
Human Resources – Benefits
P.O. Box 460582
St. Louis, MO 63146
Forwarding Service Requested
NIN: 78-33242
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