WARNER MEDIA, LLC SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2018
1. Description of the Plan
The following is an abbreviated description of the Warner Media, LLC Savings Plan (formerly known as the Time Warner Savings Plan) (the “Plan”). Warner Media, LLC (“WarnerMedia”), the successor by Merger (as defined below) to Time Warner Inc. (“Time Warner”), is the Plan sponsor. More complete descriptions of the Plan are provided in the Plan documents, as amended, and the summary plan description/prospectus. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
General
The Plan is a defined contribution profit sharing plan with a 401(k) feature generally covering eligible employees of WarnerMedia (formerly Time Warner) and certain of its subsidiaries and affiliates (each, an “Employing Company” and, collectively, the “Employing Companies”).
The Plan is the only participating plan in the Time Warner Defined Contribution Plans Master Trust (the “Master Trust”) and is a “Qualified Automatic Contribution Arrangement” in accordance with the Internal Revenue Code of 1986, as amended (the “Code”), and thus is exempt from nondiscrimination testing.
On June 14, 2018, Time Warner merged into a direct, wholly owned subsidiary of AT&T Inc. (“AT&T”) through a series of related transactions (the “Merger”). As a result of the Merger, each share of Time Warner stock was exchanged for $53.75 cash plus 1.437 shares of AT&T common stock.
Effective July 1, 2018, the Plan was amended to change the name of the Plan to the Warner Media, LLC Savings Plan.
The approval of the Merger Agreement by the Time Warner board of directors on October 22, 2016 constituted a change in control of Time Warner under the terms of the Plan, and, as a result, the current and future Employing Company Contributions (as defined below) of Plan participants who were actively employed on October 22, 2016 became fully vested. The Employing Company Contributions of Plan participants who became employed by an Employing Company after October 22, 2016 are subject to the regular vesting schedule under the Plan.
Investment Funds, Contributions and Vesting
The Plan provides for multiple investment funds made available through the trustee of the Master Trust, Fidelity Management Trust Company (“Fidelity”), pursuant to the Master Trust. The Plan’s investment funds consist of four asset allocation (target risk) funds and 14 core investment funds (ten of which are actively managed and four of which are index funds). The Plan also offers a self-directed brokerage option that is limited to mutual funds. Participant contributions, Matching Contributions (as defined below) and Rollovers (as defined below) may generally be invested in specified increments in the investment funds. Participants may periodically transfer account balances among the investment funds offered under the Plan.
Following the close of the Merger, the Time Warner Inc. Stock Fund was replaced with the AT&T Inc. Stock Fund. Each share of Time Warner common stock held in the Time Warner Inc. Stock Fund was exchanged for the merger consideration described above, and the independent fiduciary for the fund was charged with determining when and how to purchase additional shares of AT&T common stock with the cash portion of the merger consideration.
Contributions or investment fund transfers into the AT&T Inc. Stock Fund (formerly the Time Warner Inc. Stock Fund), an employee stock ownership plan component of the Plan, are prohibited, but Plan participants who hold AT&T common stock or previously held Time Warner common stock in this fund have the option of reinvesting cash dividends paid by AT&T and formerly Time Warner on its common stock through this fund or receiving a cash dividend distribution. During 2018 and 2017, Plan participants elected to receive $3.0 million and $6.3 million, respectively, in Time Warner cash dividend distributions. During 2018, post-merger, Plan participants elected to receive $10.7 million in AT&T cash dividend distributions. These dividend distributions are included with participant withdrawals on the Statements of Changes in Net Assets Available for Benefits.
Generally, the Plan provides for voluntary participant contributions on a pre-tax basis at an elected percentage of a participant’s eligible compensation, up to an annual limit established by the Internal Revenue Service (“IRS”). The elective deferral amount for employees is 2% to 50% (in whole percentages) for the pre-tax contributions, subject to the limit established by the IRS.
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