Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
or
|
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||
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number 1-8610
AT&T INC.
Incorporated under the laws of the State of Delaware
I.R.S. Employer Identification Number 43-1301883
208 S. Akard St., Dallas, Texas 75202
Telephone Number: (210) 821-4105
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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[X]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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(Do not check if a smaller reporting company)
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Smaller reporting company
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[ ]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
At July 31, 2015, there were 6,151 million common shares outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AT&T INC.
|
||||||||||||||||
CONSOLIDATED STATEMENTS OF INCOME
|
||||||||||||||||
Dollars in millions except per share amounts
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
Three months ended
|
Six months ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Operating Revenues
|
||||||||||||||||
Service
|
$
|
29,541
|
$
|
29,556
|
$
|
58,503
|
$
|
59,332
|
||||||||
Equipment
|
3,474
|
3,019
|
7,088
|
5,719
|
||||||||||||
Total operating revenues
|
33,015
|
32,575
|
65,591
|
65,051
|
||||||||||||
Operating Expenses
|
||||||||||||||||
Cost of services and sales (exclusive of depreciation
|
||||||||||||||||
and amortization shown separately below)
|
15,140
|
14,212
|
29,721
|
27,533
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||||||||||||
Selling, general and administrative
|
7,467
|
8,197
|
15,428
|
16,457
|
||||||||||||
Depreciation and amortization
|
4,696
|
4,550
|
9,274
|
9,167
|
||||||||||||
Total operating expenses
|
27,303
|
26,959
|
54,423
|
53,157
|
||||||||||||
Operating Income
|
5,712
|
5,616
|
11,168
|
11,894
|
||||||||||||
Other Income (Expense)
|
||||||||||||||||
Interest expense
|
(932
|
)
|
(881
|
)
|
(1,831
|
)
|
(1,741
|
)
|
||||||||
Equity in net income of affiliates
|
33
|
102
|
33
|
190
|
||||||||||||
Other income (expense) – net
|
48
|
1,269
|
118
|
1,414
|
||||||||||||
Total other income (expense)
|
(851
|
)
|
490
|
(1,680
|
)
|
(137
|
)
|
|||||||||
Income Before Income Taxes
|
4,861
|
6,106
|
9,488
|
11,757
|
||||||||||||
Income tax expense
|
1,715
|
2,485
|
3,066
|
4,402
|
||||||||||||
Net Income
|
3,146
|
3,621
|
6,422
|
7,355
|
||||||||||||
Less: Net Income Attributable to Noncontrolling Interest
|
(102
|
)
|
(74
|
)
|
(178
|
)
|
(156
|
)
|
||||||||
Net Income Attributable to AT&T
|
$
|
3,044
|
$
|
3,547
|
$
|
6,244
|
$
|
7,199
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||||||||
Basic Earnings Per Share Attributable to AT&T
|
$
|
0.58
|
$
|
0.68
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$
|
1.20
|
$
|
1.38
|
||||||||
Diluted Earnings Per Share Attributable to AT&T
|
$
|
0.58
|
$
|
0.68
|
$
|
1.20
|
$
|
1.38
|
||||||||
Weighted Average Number of Common Shares
|
||||||||||||||||
Outstanding – Basic (in millions)
|
5,204
|
5,204
|
5,204
|
5,213
|
||||||||||||
Weighted Average Number of Common Shares
|
||||||||||||||||
Outstanding – with Dilution (in millions)
|
5,220
|
5,220
|
5,220
|
5,229
|
||||||||||||
Dividends Declared Per Common Share
|
$
|
0.47
|
$
|
0.46
|
$
|
0.94
|
$
|
0.92
|
||||||||
See Notes to Consolidated Financial Statements.
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2
AT&T INC.
|
||||||||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||||||||||||||
Dollars in millions
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
Three months ended
|
Six months ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Net income
|
$
|
3,146
|
$
|
3,621
|
$
|
6,422
|
$
|
7,355
|
||||||||
Other comprehensive income (loss), net of tax:
|
||||||||||||||||
Foreign Currency:
|
||||||||||||||||
Translation adjustment (includes $0, $1, $0 and $1
attributable to noncontrolling interest), net of taxes of
$1, $15, $(103) and $5
|
1
|
26
|
(185
|
)
|
6
|
|||||||||||
Reclassification adjustment included in net income,
net of taxes of $0, $210, $0 and $224
|
-
|
391
|
-
|
416
|
||||||||||||
Available-for-sale securities:
|
||||||||||||||||
Net unrealized gains, net of taxes of $0, $24, $19
and $34
|
-
|
43
|
34
|
59
|
||||||||||||
Reclassification adjustment realized in net income, net of
taxes of $(2), $(1), $(5) and $(8)
|
(4
|
)
|
(3
|
)
|
(9
|
)
|
(14
|
)
|
||||||||
Cash flow hedges:
|
||||||||||||||||
Net unrealized gains (losses), net of taxes of $(52), $(56),
$(242) and $(53)
|
(95
|
)
|
(104
|
)
|
(449
|
)
|
(98
|
)
|
||||||||
Reclassification adjustment included in net income,
net of taxes of $5, $7, $9 and $11
|
10
|
14
|
17
|
21
|
||||||||||||
Defined benefit postretirement plans:
|
||||||||||||||||
Amortization of net prior service credit included in
net income, net of taxes of $(131), $(142), $(262)
and $(289)
|
(214
|
)
|
(239
|
)
|
(429
|
)
|
(479
|
)
|
||||||||
Reclassification adjustment included in net income, net of
taxes $0, $31, $0 and $33
|
-
|
58
|
-
|
61
|
||||||||||||
Other comprehensive income (loss)
|
(302
|
)
|
186
|
(1,021
|
)
|
(28
|
)
|
|||||||||
Total comprehensive income
|
2,844
|
3,807
|
5,401
|
7,327
|
||||||||||||
Less: Total comprehensive income attributable to
noncontrolling interest
|
(102
|
)
|
(75
|
)
|
(178
|
)
|
(157
|
)
|
||||||||
Total Comprehensive Income Attributable to AT&T
|
$
|
2,742
|
$
|
3,732
|
$
|
5,223
|
$
|
7,170
|
||||||||
See Notes to Consolidated Financial Statements.
|
3
AT&T INC.
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
Dollars in millions except per share amounts
|
||||||||
June 30,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Assets
|
(Unaudited)
|
|||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
20,956
|
$
|
8,603
|
||||
Accounts receivable - net of allowances for doubtful accounts of $492 and $454
|
13,821
|
14,527
|
||||||
Prepaid expenses
|
834
|
831
|
||||||
Deferred income taxes
|
1,131
|
1,142
|
||||||
Other current assets
|
6,421
|
6,925
|
||||||
Total current assets
|
43,163
|
32,028
|
||||||
Property, plant and equipment
|
289,856
|
282,295
|
||||||
Less: accumulated depreciation and amortization
|
(175,508
|
)
|
(169,397
|
)
|
||||
Property, Plant and Equipment – Net
|
114,348
|
112,898
|
||||||
Goodwill
|
70,920
|
69,692
|
||||||
Licenses
|
80,922
|
60,824
|
||||||
Other Intangible Assets – Net
|
6,385
|
6,139
|
||||||
Investments in Equity Affiliates
|
288
|
250
|
||||||
Other Assets
|
10,463
|
10,998
|
||||||
Total Assets
|
$
|
326,489
|
$
|
292,829
|
||||
Liabilities and Stockholders' Equity
|
||||||||
Current Liabilities
|
||||||||
Debt maturing within one year
|
$
|
8,603
|
$
|
6,056
|
||||
Accounts payable and accrued liabilities
|
21,560
|
23,592
|
||||||
Advanced billing and customer deposits
|
4,075
|
4,105
|
||||||
Accrued taxes
|
3,848
|
1,091
|
||||||
Dividends payable
|
2,441
|
2,438
|
||||||
Total current liabilities
|
40,527
|
37,282
|
||||||
Long-Term Debt
|
105,067
|
76,011
|
||||||
Deferred Credits and Other Noncurrent Liabilities
|
||||||||
Deferred income taxes
|
38,516
|
37,544
|
||||||
Postemployment benefit obligation
|
36,638
|
37,079
|
||||||
Other noncurrent liabilities
|
18,240
|
17,989
|
||||||
Total deferred credits and other noncurrent liabilities
|
93,394
|
92,612
|
||||||
Stockholders' Equity
|
||||||||
Common stock ($1 par value, 14,000,000,000 authorized at June 30, 2015 and
|
||||||||
December 31, 2014: issued 6,495,231,088 at June 30, 2015 and December 31, 2014)
|
6,495
|
6,495
|
||||||
Additional paid-in capital
|
91,032
|
91,108
|
||||||
Retained earnings
|
29,086
|
27,736
|
||||||
Treasury stock (1,301,916,280 at June 30, 2015 and 1,308,318,131
|
||||||||
at December 31, 2014, at cost)
|
(46,793
|
)
|
(47,029
|
)
|
||||
Accumulated other comprehensive income
|
7,039
|
8,060
|
||||||
Noncontrolling interest
|
642
|
554
|
||||||
Total stockholders' equity
|
87,501
|
86,924
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
326,489
|
$
|
292,829
|
||||
See Notes to Consolidated Financial Statements.
|
4
AT&T INC.
|
||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
Dollars in millions
|
||||||||
(Unaudited)
|
||||||||
Six months ended
|
||||||||
June 30,
|
||||||||
2015
|
2014
|
|||||||
Operating Activities
|
||||||||
Net income
|
$
|
6,422
|
$
|
7,355
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
9,274
|
9,167
|
||||||
Undistributed earnings from investments in equity affiliates
|
(23
|
)
|
(58
|
)
|
||||
Provision for uncollectible accounts
|
535
|
444
|
||||||
Deferred income tax expense
|
1,183
|
546
|
||||||
Net gain from sale of investments, net of impairments
|
(50
|
)
|
(1,365
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
434
|
(566
|
)
|
|||||
Other current assets
|
743
|
(771
|
)
|
|||||
Accounts payable and accrued liabilities
|
(1,125
|
)
|
2,894
|
|||||
Retirement benefit funding
|
(455
|
)
|
(280
|
)
|
||||
Other - net
|
(1,040
|
)
|
(497
|
)
|
||||
Total adjustments
|
9,476
|
9,514
|
||||||
Net Cash Provided by Operating Activities
|
15,898
|
16,869
|
||||||
Investing Activities
|
||||||||
Construction and capital expenditures:
|
||||||||
Capital expenditures
|
(8,328
|
)
|
(11,649
|
)
|
||||
Interest during construction
|
(339
|
)
|
(118
|
)
|
||||
Acquisitions, net of cash acquired
|
(20,954
|
)
|
(857
|
)
|
||||
Dispositions
|
72
|
4,921
|
||||||
Sale of securities
|
1,890
|
-
|
||||||
Return of advances to and investments in equity affiliates
|
-
|
2
|
||||||
Other
|
(1
|
)
|
-
|
|||||
Net Cash Used in Investing Activities
|
(27,660
|
)
|
(7,701
|
)
|
||||
Financing Activities
|
||||||||
Net change in short-term borrowings with original maturities of three months or less
|
-
|
134
|
||||||
Issuance of long-term debt
|
33,958
|
8,564
|
||||||
Repayment of long-term debt
|
(2,919
|
)
|
(3,508
|
)
|
||||
Purchase of treasury stock
|
-
|
(1,396
|
)
|
|||||
Issuance of treasury stock
|
20
|
27
|
||||||
Dividends paid
|
(4,873
|
)
|
(4,784
|
)
|
||||
Other
|
(2,071
|
)
|
(239
|
)
|
||||
Net Cash Provided by (Used in) Financing Activities
|
24,115
|
(1,202
|
)
|
|||||
Net increase in cash and cash equivalents
|
12,353
|
7,966
|
||||||
Cash and cash equivalents beginning of year
|
8,603
|
3,339
|
||||||
Cash and Cash Equivalents End of Period
|
$
|
20,956
|
$
|
11,305
|
||||
Cash paid (received) during the six months ended June 30 for:
|
||||||||
Interest
|
$
|
2,178
|
$
|
2,292
|
||||
Income taxes, net of refunds
|
$
|
(71
|
)
|
$
|
987
|
|||
See Notes to Consolidated Financial Statements.
|
5
AT&T INC.
|
||||||||
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
|
||||||||
Dollars and shares in millions except per share amounts
|
||||||||
(Unaudited)
|
||||||||
June 30, 2015
|
||||||||
Shares
|
Amount
|
|||||||
Common Stock
|
||||||||
Balance at beginning of year
|
6,495
|
$
|
6,495
|
|||||
Issuance of stock
|
-
|
-
|
||||||
Balance at end of period
|
6,495
|
$
|
6,495
|
|||||
Additional Paid-In Capital
|
||||||||
Balance at beginning of year
|
$
|
91,108
|
||||||
Issuance of treasury stock
|
8
|
|||||||
Share-based payments
|
(84
|
)
|
||||||
Balance at end of period
|
$
|
91,032
|
||||||
Retained Earnings
|
||||||||
Balance at beginning of year
|
$
|
27,736
|
||||||
Net income attributable to AT&T ($1.20 per diluted share)
|
6,244
|
|||||||
Dividends to stockholders ($0.94 per share)
|
(4,894
|
)
|
||||||
Balance at end of period
|
$
|
29,086
|
||||||
Treasury Stock
|
||||||||
Balance at beginning of year
|
(1,308
|
)
|
$
|
(47,029
|
)
|
|||
Repurchase of common stock
|
(1
|
)
|
(10
|
)
|
||||
Issuance of treasury stock
|
7
|
246
|
||||||
Balance at end of period
|
(1,302
|
)
|
$
|
(46,793
|
)
|
|||
Accumulated Other Comprehensive Income Attributable to AT&T, net of tax
|
||||||||
Balance at beginning of year
|
$
|
8,060
|
||||||
Other comprehensive loss attributable to AT&T
|
(1,021
|
)
|
||||||
Balance at end of period
|
$
|
7,039
|
||||||
Noncontrolling Interest
|
||||||||
Balance at beginning of year
|
$
|
554
|
||||||
Net income attributable to noncontrolling interest
|
178
|
|||||||
Distributions
|
(119
|
)
|
||||||
Acquisition of noncontrolling interests
|
29
|
|||||||
Balance at end of period
|
$
|
642
|
||||||
Total Stockholders' Equity at beginning of year
|
$
|
86,924
|
||||||
Total Stockholders' Equity at end of period
|
$
|
87,501
|
||||||
See Notes to Consolidated Financial Statements.
|
6
AT&T INC.
JUNE 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Dollars in millions except per share amounts
NOTE 1. PREPARATION OF INTERIM FINANCIAL STATEMENTS
Basis of Presentation Throughout this document, AT&T Inc. is referred to as "AT&T," "we" or the "Company." We believe that these consolidated financial statements include all adjustments, consisting only of normal recurring accruals, that are necessary to present fairly the results for the presented interim periods. The results for the interim periods are not necessarily indicative of those for the full year. You should read this document in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2014.
The consolidated financial statements include the accounts of the Company and our majority-owned subsidiaries and affiliates. Our subsidiaries and affiliates operate in the communications services industry both domestically and internationally, providing wireless communications services, traditional wireline voice services, data/broadband and Internet services, video services, telecommunications equipment, managed networking and wholesale services.
All significant intercompany transactions are eliminated in the consolidation process. Investments in less than majority-owned subsidiaries and partnerships where we have significant influence are accounted for under the equity method. Earnings from certain investments accounted for using the equity method are included for periods ended within up to one month of our period end. We also recorded our proportionate share of our equity method investees' other comprehensive income (OCI) items, including actuarial gains and losses on pension and other postretirement benefit obligations.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including estimates of probable losses and expenses. Actual results could differ from those estimates. Certain amounts have been reclassified to conform to the current period's presentation.
New Accounting Standards
Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" (ASU 2014-09), which replaces existing revenue recognition rules with a comprehensive revenue measurement and recognition standard and expanded disclosure requirements. ASU 2014-09 becomes effective for annual reporting periods beginning after December 15, 2017, following the July 2015 approval of a one-year deferral of the effective date by the FASB. We continue to evaluate the impact of the new standard and available adoption methods.
Long-Term Debt and Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (ASU 2015-03), which will result in the reclassification of debt issuance costs from "Other Assets" to inclusion as a reduction of our reportable "Long-Term Debt" balance on our consolidated balance sheets. ASU 2015-03 becomes effective January 1, 2016, subject to early adoption, and will require full retrospective application. We do not expect this new standard to have a material impact on our consolidated balance sheets.
7
AT&T INC.
JUNE 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
NOTE 2. EARNINGS PER SHARE
A reconciliation of the numerators and denominators of basic and diluted earnings per share for the three and six months ended June 30, 2015 and 2014, is shown in the table below:
Three months ended
|
Six months ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Numerators
|
||||||||||||||||
Numerator for basic earnings per share:
|
||||||||||||||||
Net Income
|
$
|
3,146
|
$
|
3,621
|
$
|
6,422
|
$
|
7,355
|
||||||||
Less: Net income attributable to noncontrolling interest
|
(102
|
)
|
(74
|
)
|
(178
|
)
|
(156
|
)
|
||||||||
Net Income attributable to AT&T
|
3,044
|
3,547
|
6,244
|
7,199
|
||||||||||||
Dilutive potential common shares:
|
||||||||||||||||
Share-based payment
|
2
|
3
|
6
|
7
|
||||||||||||
Numerator for diluted earnings per share
|
$
|
3,046
|
$
|
3,550
|
$
|
6,250
|
$
|
7,206
|
||||||||
Denominators (000,000)
|
||||||||||||||||
Denominator for basic earnings per share:
|
||||||||||||||||
Weighted average number of common shares outstanding
|
5,204
|
5,204
|
5,204
|
5,213
|
||||||||||||
Dilutive potential common shares:
|
||||||||||||||||
Share-based payment (in shares)
|
16
|
16
|
16
|
16
|
||||||||||||
Denominator for diluted earnings per share
|
5,220
|
5,220
|
5,220
|
5,229
|
||||||||||||
Basic earnings per share attributable to AT&T
|
$
|
0.58
|
$
|
0.68
|
$
|
1.20
|
$
|
1.38
|
||||||||
Diluted earnings per share attributable to AT&T
|
$
|
0.58
|
$
|
0.68
|
$
|
1.20
|
$
|
1.38
|
8
AT&T INC.
JUNE 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
NOTE 3. OTHER COMPREHENSIVE INCOME
Changes in the balances of each component included in accumulated other comprehensive income (accumulated OCI) are presented below. All amounts are net of tax and exclude noncontrolling interest.
At June 30, 2015 and for the period ended:
|
|
|
|
|
|||||||||||
Foreign
Currency
Translation
Adjustment
|
|
Net Unrealized
Gains (Losses)
on Available-
for-Sale
Securities
|
|
Net Unrealized
Gains (Losses)
on Cash Flow
Hedges
|
|
Defined Benefit
Postretirement
Plans
|
|
Accumulated
Other
Comprehensive
Income
|
|||||||
Balance as of December 31, 2014
|
$
|
(26)
|
|
$
|
498
|
|
$
|
741
|
|
$
|
6,847
|
|
$
|
8,060
|
|
Other comprehensive income
(loss) before reclassifications
|
(185)
|
|
34
|
|
(449)
|
|
-
|
|
(600)
|
||||||
Amounts reclassified
from accumulated OCI
|
-
|
1
|
(9)
|
2
|
17
|
3
|
(429)
|
4
|
(421)
|
||||||
Net other comprehensive
income (loss)
|
(185)
|
|
25
|
|
(432)
|
|
(429)
|
|
(1,021)
|
||||||
Balance as of June 30, 2015
|
$
|
(211)
|
|
$
|
523
|
|
$
|
309
|
|
$
|
6,418
|
|
$
|
7,039
|
|
|
|||||||||||||||
At June 30, 2014 and for the period ended:
|
|
|
|
|
|||||||||||
Foreign
Currency
Translation
Adjustment
|
|
Net Unrealized
Gains (Losses)
on Available-
for-Sale
Securities
|
|
Net Unrealized
Gains (Losses)
on Cash Flow
Hedges
|
|
Defined Benefit
Postretirement
Plans
|
|
Accumulated
Other
Comprehensive
Income
|
|||||||
Balance as of December 31, 2013
|
$
|
(367)
|
|
$
|
450
|
|
$
|
445
|
|
$
|
7,352
|
|
$
|
7,880
|
|
Other comprehensive income
(loss) before reclassifications
|
5
|
|
59
|
|
(98)
|
|
-
|
|
(34)
|
||||||
Amounts reclassified
from accumulated OCI
|
416
|
1
|
(14)
|
2
|
21
|
3
|
(418)
|
4
|
5
|
||||||
Net other comprehensive
income (loss)
|
421
|
|
45
|
|
(77)
|
|
(418)
|
|
(29)
|
||||||
Balance as of June 30, 2014
|
$
|
54
|
|
$
|
495
|
|
$
|
368
|
|
$
|
6,934
|
|
$
|
7,851
|
|
1 Translation (gain) loss reclassifications are included in Other income (expense) - net in the consolidated statements of income.
|
|||||||||||||||
2 (Gains) losses are included in Other income (expense) - net in the consolidated statements of income.
|
|||||||||||||||
3 (Gains) losses are included in Interest expense in the consolidated statements of income. See Note 6 for additional information.
|
|||||||||||||||
4 The amortization of prior service credits associated with postretirement benefits, net of amounts capitalized as part of construction labor, are included in Cost of services and sales and Selling, general and administrative in the consolidated statements of income (see Note 5). Actuarial loss
|
|||||||||||||||
reclassifications related to our equity method investees are included in Other income (expense) - net in the consolidated statements of income.
|
9
AT&T INC.
JUNE 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
NOTE 4. SEGMENT INFORMATION
Our segments are strategic business units that offer different products and services over various technology platforms and/or in different geographies that are managed accordingly. We analyze our operating segments based on segment income before income taxes. We make our capital allocation decisions based on our strategic direction of the business, needs of the network (wireless or wireline) providing services and to provide emerging services to our customers. Actuarial gains and losses from pension and other postretirement benefits, interest expense and other income (expense) – net, are managed only on a total company basis and are, accordingly, reflected only in consolidated results. Therefore, these items are not included in each segment's reportable results. The customers and long-lived assets of our reportable segments are predominantly in the United States. We have three reportable segments: (1) Wireless, (2) Wireline and (3) International.
The Wireless segment uses our nationwide network to provide consumer and business customers with wireless data and voice communications services.
The Wireline segment uses our regional, national and global network to provide consumer and business customers with data and voice communications services, AT&T U-verse® high speed Internet, video and VoIP services and managed networking to business customers.
The International segment uses the Iusacell, Unefon, and Nextel Mexico regional and national networks to provide consumer and business customers with wireless data and voice communication services in Mexico. Results from the equity method investment in América Móvil S.A. de C.V. (prior to the June 2014 disposal of our investment) are included in this segment.
The Corporate and Other column includes unallocated corporate expenses, which includes costs to support corporate-driven activities and operations, and impacts of corporate-wide decisions for which the individual operating segments are not being evaluated, including interest costs and expected return on plan assets for our pension and postretirement benefit plans as well as our actuarial gains and losses on our pension and postretirement plan valuations. Results from equity method investments in YP Holdings LLC and Otter Media (our joint venture with The Chernin Group), are also excluded from our segment results as those results are not considered in our assessment of segment performance. We have revised our prior-period presentation to conform to our current reporting.
10
AT&T INC.
JUNE 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
For the three months ended June 30, 2015
|
||||||||||||||||||||
Wireless
|
Wireline
|
International
|
Corporate
and Other
|
Consolidated
Results
|
||||||||||||||||
Service
|
$
|
15,115
|
$
|
13,981
|
$
|
445
|
$
|
-
|
$
|
29,541
|
||||||||||
Equipment
|
3,189
|
233
|
46
|
6
|
3,474
|
|||||||||||||||
Total segment operating revenues
|
18,304
|
14,214
|
491
|
6
|
33,015
|
|||||||||||||||
Operations and support expenses
|
11,551
|
10,362
|
529
|
165
|
22,607
|
|||||||||||||||
Depreciation and amortization expenses
|
2,073
|
2,488
|
125
|
10
|
4,696
|
|||||||||||||||
Total segment operating expenses
|
13,624
|
12,850
|
654
|
175
|
27,303
|
|||||||||||||||
Segment operating income (loss)
|
4,680
|
1,364
|
(163
|
)
|
(169
|
)
|
5,712
|
|||||||||||||
Interest expense
|
-
|
-
|
-
|
932
|
932
|
|||||||||||||||
Equity in net income of affiliates
|
-
|
1
|
-
|
32
|
33
|
|||||||||||||||
Other income (expense) – net
|
-
|
-
|
-
|
48
|
48
|
|||||||||||||||
Segment income (loss) before income taxes
|
$
|
4,680
|
$
|
1,365
|
$
|
(163
|
)
|
$
|
(1,021
|
)
|
$
|
4,861
|
||||||||
For the six months ended June 30, 2015
|
Consolidated
Results
|
|||||||||||||||||||
Wireless
|
Wireline
|
International
|
Corporate
and Other
|
|||||||||||||||||
Service
|
$
|
29,927
|
$
|
27,916
|
$
|
660
|
$
|
-
|
$
|
58,503
|
||||||||||
Equipment
|
6,563
|
446
|
67
|
12
|
7,088
|
|||||||||||||||
Total segment operating revenues
|
36,490
|
28,362
|
727
|
12
|
65,591
|
|||||||||||||||
Operations and support expenses
|
23,232
|
20,625
|
748
|
544
|
45,149
|
|||||||||||||||
Depreciation and amortization expenses
|
4,131
|
4,964
|
169
|
10
|
9,274
|
|||||||||||||||
Total segment operating expenses
|
27,363
|
25,589
|
917
|
554
|
54,423
|
|||||||||||||||
Segment operating income (loss)
|
9,127
|
2,773
|
(190
|
)
|
(542
|
)
|
11,168
|
|||||||||||||
Interest expense
|
-
|
-
|
-
|
1,831
|
1,831
|
|||||||||||||||
Equity in net income (loss) of affiliates
|
(4
|
)
|
(6
|
)
|
-
|
43
|
33
|
|||||||||||||
Other income (expense) – net
|
-
|
-
|
-
|
118
|
118
|
|||||||||||||||
Segment income (loss) before income taxes
|
$
|
9,123
|
$
|
2,767
|
$
|
(190
|
)
|
$
|
(2,212
|
)
|
$
|
9,488
|
11
AT&T INC.
JUNE 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
For the three months ended June 30, 2014
|
||||||||||||||||||||
Wireless
|
Wireline
|
International
|
Corporate
and Other
|
Consolidated
Results
|
||||||||||||||||
Service
|
$
|
15,148
|
$
|
14,408
|
$
|
-
|
$
|
-
|
$
|
29,556
|
||||||||||
Equipment
|
2,782
|
229
|
-
|
8
|
3,019
|
|||||||||||||||
Total segment operating revenues
|
17,930
|
14,637
|
-
|
8
|
32,575
|
|||||||||||||||
Operations and support expenses
|
11,568
|
10,700
|
-
|
141
|
22,409
|
|||||||||||||||
Depreciation and amortization expenses
|
2,035
|
2,514
|
-
|
1
|
4,550
|
|||||||||||||||
Total segment operating expenses
|
13,603
|
13,214
|
-
|
142
|
26,959
|
|||||||||||||||
Segment operating income (loss)
|
4,327
|
1,423
|
-
|
(134
|
)
|
5,616
|
||||||||||||||
Interest expense
|
-
|
-
|
-
|
881
|
881
|
|||||||||||||||
Equity in net income (loss) of affiliates
|
(29
|
)
|
-
|
99
|
32
|
102
|
||||||||||||||
Other income (expense) – net
|
-
|
-
|
-
|
1,269
|
1,269
|
|||||||||||||||
Segment income before income taxes
|
$
|
4,298
|
$
|
1,423
|
$
|
99
|
$
|
286
|
$
|
6,106
|
||||||||||
For the six months ended June 30, 2014
|
Consolidated
Results
|
|||||||||||||||||||
Wireless
|
Wireline
|
International
|
Corporate
and Other
|
|||||||||||||||||
Service
|
$
|
30,535
|
$
|
28,797
|
$
|
-
|
$
|
-
|
$
|
59,332
|
||||||||||
Equipment
|
5,261
|
441
|
-
|
17
|
5,719
|
|||||||||||||||
Total segment operating revenues
|
35,796
|
29,238
|
-
|
17
|
65,051
|
|||||||||||||||
Operations and support expenses
|
22,450
|
21,157
|
-
|
383
|
43,990
|
|||||||||||||||
Depreciation and amortization expenses
|
3,966
|
5,198
|
-
|
3
|
9,167
|
|||||||||||||||
Total segment operating expenses
|
26,416
|
26,355
|
-
|
386
|
53,157
|
|||||||||||||||
Segment operating income (loss)
|
9,380
|
2,883
|
-
|
(369
|
)
|
11,894
|
||||||||||||||
Interest expense
|
-
|
-
|
-
|
1,741
|
1,741
|
|||||||||||||||
Equity in net income (loss) of affiliates
|
(49
|
)
|
1
|
153
|
85
|
190
|
||||||||||||||
Other income (expense) – net
|
-
|
-
|
-
|
1,414
|
1,414
|
|||||||||||||||
Segment income (loss) before income taxes
|
$
|
9,331
|
$
|
2,884
|
$
|
153
|
$
|
(611
|
)
|
$
|
11,757
|
NOTE 5. PENSION AND POSTRETIREMENT BENEFITS
Substantially all of our employees are covered by one of our noncontributory pension plans. We also provide certain medical, dental, life insurance, and death benefits to certain retired employees under various plans and accrue actuarially determined postretirement benefit costs. Our objective in funding these plans, in combination with the standards of the Employee Retirement Income Security Act of 1974, as amended (ERISA), is to accumulate assets sufficient to provide benefits described in the plans to employees upon their retirement.
In December 2014, we offered an opportunity for certain management employees who were retirement eligible as of March 31, 2015 to elect an enhanced, full lump sum payment option of their accrued pension if they retired on or before March 31, 2015. The lump sum value totaled approximately $1,200 which will be distributed in 2015. We recorded special termination benefits of approximately $150 as a result of this offer.
In 2013, we made a voluntary contribution of a preferred equity interest in AT&T Mobility II LLC, the primary holding company for our domestic wireless business, to the trust used to pay pension benefits under our qualified pension plans. The preferred equity interest had a value of $8,896 at June 30, 2015. The trust is entitled to receive cumulative cash distributions of $560 per annum, which are distributed quarterly in equal amounts and accounted for as contributions. We distributed $280 to the trust during the six months ended June 30, 2015. So long as we make the distributions, we will have no limitations on our ability to declare a dividend or repurchase shares. This preferred equity interest is a plan asset under ERISA and is recognized as such in the plan's separate financial statements. However, because the preferred equity interest is not unconditionally transferable to an unrelated party, it is not reflected in plan assets in our consolidated financial statements and instead has been eliminated in consolidation. We also agreed to make a cash contribution to the trust of $175 no later than the due date of our federal income tax return for 2014. This contribution was made in June 2015.
12
AT&T INC.
JUNE 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
We recognize actuarial gains and losses on pension and postretirement plan assets in our operating results at our annual measurement date of December 31, unless earlier remeasurements are required. The following table details pension and postretirement benefit costs included in operating expenses in the accompanying consolidated statements of income, expense credits are denoted with parentheses. A portion of these expenses is capitalized as part of internal construction projects, providing a small reduction in the net expense recorded.
Three months ended
|
Six months ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Pension cost:
|
||||||||||||||||
Service cost – benefits earned during the period
|
$
|
300
|
$
|
282
|
$
|
599
|
$
|
564
|
||||||||
Interest cost on projected benefit obligation
|
473
|
662
|
947
|
1,323
|
||||||||||||
Expected return on assets
|
(826
|
)
|
(851
|
)
|
(1,652
|
)
|
(1,700
|
)
|
||||||||
Amortization of prior service credit
|
(26
|
)
|
(23
|
)
|
(52
|
)
|
(47
|
)
|
||||||||
Net pension (credit) cost
|
$
|
(79
|
)
|
$
|
70
|
$
|
(158
|
)
|
$
|
140
|
||||||
Postretirement cost:
|
||||||||||||||||
Service cost – benefits earned during the period
|
$
|
56
|
$
|
58
|
$
|
111
|
$
|
116
|
||||||||
Interest cost on accumulated postretirement benefit obligation
|
241
|
364
|
483
|
729
|
||||||||||||
Expected return on assets
|
(105
|
)
|
(162
|
)
|
(210
|
)
|
(326
|
)
|
||||||||
Amortization of prior service credit
|
(319
|
)
|
(362
|
)
|
(639
|
)
|
(724
|
)
|
||||||||
Net postretirement (credit) cost
|
$
|
(127
|
)
|
$
|
(102
|
)
|
$
|
(255
|
)
|
$
|
(205
|
)
|
||||
Combined net pension and postretirement (credit) cost
|
$
|
(206
|
)
|
$
|
(32
|
)
|
$
|
(413
|
)
|
$
|
(65
|
)
|
Our combined net pension and postretirement cost decreased $174 in the second quarter and $348 for the first six months of 2015. The decrease is primarily due to the change in the method used to estimate the service and interest components of net periodic benefit cost for pension and other postretirement benefits. While this change in estimate, which was made in the fourth quarter of 2014, provides a more precise measurement of interim service and interest costs, it will not affect the measurement of our total benefit obligations as of December 31 or our annual net periodic benefit cost as the change in the service and interest costs is completely offset in the actuarial gain or loss reported. The decrease from this change was partially offset by lower amortization of prior service credits as previous postretirement plan changes have become fully amortized, our lower expected long-term rate of return on our postretirement plan assets and updated assumed mortality rates.
We also provide senior- and middle-management employees with nonqualified, unfunded supplemental retirement and savings plans. Net supplemental retirement pension benefits cost, which is not included in the table above, was $21 in the second quarter of 2015, of which $18 was interest cost, and $41 for the first six months, of which $37 was interest cost. In 2014, net supplemental retirement pension benefits cost was $29 in the second quarter, of which $28 was interest cost, and $58 for the first six months, of which $55 was interest cost.
13
AT&T INC.
JUNE 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
NOTE 6. FAIR VALUE MEASUREMENTS AND DISCLOSURE
The Fair Value Measurement and Disclosure framework provides a three-tiered fair value hierarchy that gives highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. |
Level 2 | Inputs to the valuation methodology include: |
·
|
Quoted prices for similar assets and liabilities in active markets.
|
·
|
Quoted prices for identical or similar assets or liabilities in inactive markets.
|
·
|
Inputs other than quoted market prices that are observable for the asset or liability.
|
·
|
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
Level 3 | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
·
|
Fair value is often based on developed models in which there are few, if any, external observations.
|
The fair value measurements level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should maximize the use of observable inputs and minimize the use of unobservable inputs.
The valuation methodologies described above may produce a fair value calculation that may not be indicative of future net realizable value or reflective of future fair values. We believe our valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used since December 31, 2014.
Long-Term Debt and Other Financial Instruments
The carrying amounts and estimated fair values of our long-term debt, including current maturities and other financial instruments, are summarized as follows:
June 30, 2015
|
December 31, 2014
|
||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
||||||||||||
Amount
|
Value
|
Amount
|
Value
|
||||||||||||
Notes and debentures
|
$
|
113,167
|
$
|
116,669
|
$
|
81,632
|
$
|
90,367
|
|||||||
Bank borrowings
|
5
|
5
|
5
|
5
|
|||||||||||
Investment securities
|
2,758
|
2,758
|
2,735
|
2,735
|
The carrying value of debt with an original maturity of less than one year approximates market value. The fair value measurements used for notes and debentures are considered Level 2 and are determined using various methods, including quoted prices for identical or similar securities in both active and inactive markets.
14
AT&T INC.
JUNE 30, 2015
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
Following is the fair value leveling for available-for-sale securities and derivatives as of June 30, 2015 and December 31, 2014:
|
June 30, 2015
|
||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
Available-for-Sale Securities
|
|||||||||||||||
Domestic equities
|
$
|
1,165
|
$
|
-
|
$
|
-
|
$
|
1,165
|
|||||||
International equities
|
614
|
-
|
-
|
614
|
|||||||||||
Fixed income bonds
|
-
|
778
|
-
|
778
|
|||||||||||
Asset Derivatives1
|
|||||||||||||||
Interest rate swaps
|
-
|
170
|
-
|
170
|
|||||||||||
Cross-currency swaps
|
-
|
1,280
|
-
|
1,280
|
|||||||||||
Liability Derivatives1
|
|||||||||||||||
Cross-currency swaps
|
-
|
(2,568
|
)
|
-
|
(2,568
|
)
|
|||||||||
|
|||||||||||||||
December 31, 2014
|
|||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
Available-for-Sale Securities
|
|||||||||||||||
Domestic equities
|
$
|
1,160
|
$
|
-
|
$
|
-
|
$
|
1,160
|
|||||||
International equities
|
553
|
-
|
-
|
553
|
|||||||||||
Fixed income bonds
|
-
|
836
|
-
|
836
|
|||||||||||
Asset Derivatives1
|
|||||||||||||||
Interest rate swaps
|
-
|
157
|
-
|
157
|
|||||||||||
Cross-currency swaps
|
-
|