Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
or
|
|
||
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
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," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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[X]
|
Accelerated filer
|
[ ]
|
|
Non-accelerated filer
|
[ ]
|
(Do not check if a smaller reporting company)
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Smaller reporting company
|
[ ]
|
Emerging growth company
|
[ ]
|
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes [ ] No [ ]
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 April 30, 2017, there were 6,148 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
|
||||||||
March 31,
|
||||||||
2017
|
2016
|
|||||||
Operating Revenues
|
||||||||
Service
|
$
|
36,456
|
$
|
37,101
|
||||
Equipment
|
2,909
|
3,434
|
||||||
Total operating revenues
|
39,365
|
40,535
|
||||||
Operating Expenses
|
||||||||
Cost of services and sales
|
||||||||
Equipment
|
3,848
|
4,375
|
||||||
Broadcast, programming and operations
|
4,974
|
4,629
|
||||||
Other cost of services (exclusive of depreciation and
amortization shown separately below)
|
9,065
|
9,396
|
||||||
Selling, general and administrative
|
8,487
|
8,441
|
||||||
Depreciation and amortization
|
6,127
|
6,563
|
||||||
Total operating expenses
|
32,501
|
33,404
|
||||||
Operating Income
|
6,864
|
7,131
|
||||||
Other Income (Expense)
|
||||||||
Interest expense
|
(1,293
|
)
|
(1,207
|
)
|
||||
Equity in net income (loss) of affiliates
|
(173
|
)
|
13
|
|||||
Other income (expense) – net
|
(20
|
)
|
70
|
|||||
Total other income (expense)
|
(1,486
|
)
|
(1,124
|
)
|
||||
Income Before Income Taxes
|
5,378
|
6,007
|
||||||
Income tax expense
|
1,804
|
2,122
|
||||||
Net Income
|
3,574
|
3,885
|
||||||
Less: Net Income Attributable to Noncontrolling Interest
|
(105
|
)
|
(82
|
)
|
||||
Net Income Attributable to AT&T
|
$
|
3,469
|
$
|
3,803
|
||||
Basic Earnings Per Share Attributable to AT&T
|
$
|
0.56
|
$
|
0.62
|
||||
Diluted Earnings Per Share Attributable to AT&T
|
$
|
0.56
|
$
|
0.61
|
||||
Weighted Average Number of Common Shares Outstanding – Basic (in millions)
|
6,166
|
6,172
|
||||||
Weighted Average Number of Common Shares Outstanding – with Dilution (in millions)
|
6,186
|
6,190
|
||||||
Dividends Declared Per Common Share
|
$
|
0.49
|
$
|
0.48
|
||||
See Notes to Consolidated Financial Statements.
|
2
AT&T INC.
|
||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||||||
Dollars in millions
|
||||||||
(Unaudited)
|
||||||||
Three months ended
|
||||||||
March 31,
|
||||||||
2017
|
2016
|
|||||||
Net income
|
$
|
3,574
|
$
|
3,885
|
||||
Other comprehensive income (loss), net of tax:
|
||||||||
Foreign currency:
|
||||||||
Foreign currency translation adjustment (includes $6 and $0 attributable to
noncontrolling interest), net of taxes of $391 and $(10)
|
372
|
(44
|
)
|
|||||
Available-for-sale securities:
|
||||||||
Net unrealized gains (losses), net of taxes of $15 and $(15)
|
33
|
(26
|
)
|
|||||
Reclassification adjustment included in net income, net of taxes of $3, and $(2)
|
5
|
(3
|
)
|
|||||
Cash flow hedges:
|
||||||||
Net unrealized gains, net of taxes of $7 and $67
|
13
|
124
|
||||||
Reclassification adjustment included in net income, net of taxes of $5 and $5
|
10
|
10
|
||||||
Defined benefit postretirement plans:
|
||||||||
Amortization of net prior service credit included in net income, net of taxes of $(139)
and $(131)
|
(228
|
)
|
(215
|
)
|
||||
Other comprehensive income (loss)
|
205
|
(154
|
)
|
|||||
Total comprehensive income
|
3,779
|
3,731
|
||||||
Less: Total comprehensive income attributable to noncontrolling interest
|
(111
|
)
|
(82
|
)
|
||||
Total Comprehensive Income Attributable to AT&T
|
$
|
3,668
|
$
|
3,649
|
||||
See Notes to Consolidated Financial Statements.
|
3
AT&T INC.
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
Dollars in millions except per share amounts
|
||||||||
March 31,
|
December 31,
|
|||||||
2017
|
2016
|
|||||||
Assets
|
(Unaudited)
|
|||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
14,884
|
$
|
5,788
|
||||
Accounts receivable - net of allowances for doubtful accounts of $699 and $661
|
15,078
|
16,794
|
||||||
Prepaid expenses
|
1,418
|
1,555
|
||||||
Other current assets
|
14,347
|
14,232
|
||||||
Total current assets
|
45,727
|
38,369
|
||||||
Property, plant and equipment
|
319,108
|
319,648
|
||||||
Less: accumulated depreciation and amortization
|
(193,816
|
)
|
(194,749
|
)
|
||||
Property, Plant and Equipment – Net
|
125,292
|
124,899
|
||||||
Goodwill
|
105,593
|
105,207
|
||||||
Licenses
|
94,617
|
94,176
|
||||||
Customer Lists and Relationships – Net
|
13,366
|
14,243
|
||||||
Other Intangible Assets – Net
|
8,295
|
8,441
|
||||||
Investments in Equity Affiliates
|
1,551
|
1,674
|
||||||
Other Assets
|
17,462
|
16,812
|
||||||
Total Assets
|
$
|
411,903
|
$
|
403,821
|
||||
Liabilities and Stockholders' Equity
|
||||||||
Current Liabilities
|
||||||||
Debt maturing within one year
|
$
|
12,681
|
$
|
9,832
|
||||
Accounts payable and accrued liabilities
|
27,120
|
31,138
|
||||||
Advanced billing and customer deposits
|
4,493
|
4,519
|
||||||
Accrued taxes
|
3,384
|
2,079
|
||||||
Dividends payable
|
3,012
|
3,008
|
||||||
Total current liabilities
|
50,690
|
50,576
|
||||||
Long-Term Debt
|
120,568
|
113,681
|
||||||
Deferred Credits and Other Noncurrent Liabilities
|
||||||||
Deferred income taxes
|
61,100
|
60,128
|
||||||
Postemployment benefit obligation
|
33,404
|
33,578
|
||||||
Other noncurrent liabilities
|
21,160
|
21,748
|
||||||
Total deferred credits and other noncurrent liabilities
|
115,664
|
115,454
|
||||||
Stockholders' Equity
|
||||||||
Common stock ($1 par value, 14,000,000,000 authorized at March 31, 2017 and
|
||||||||
December 31, 2016: issued 6,495,231,088 at March 31, 2017 and December 31, 2016)
|
6,495
|
6,495
|
||||||
Additional paid-in capital
|
89,411
|
89,604
|
||||||
Retained earnings
|
35,175
|
34,734
|
||||||
Treasury stock (347,741,277 at March 31, 2017 and 356,237,141
|
||||||||
at December 31, 2016, at cost)
|
(12,400
|
)
|
(12,659
|
)
|
||||
Accumulated other comprehensive income
|
5,160
|
4,961
|
||||||
Noncontrolling interest
|
1,140
|
975
|
||||||
Total stockholders' equity
|
124,981
|
124,110
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
411,903
|
$
|
403,821
|
||||
See Notes to Consolidated Financial Statements.
|
4
AT&T INC.
|
||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
Dollars in millions
|
||||||||
(Unaudited)
|
||||||||
Three months ended
|
||||||||
March 31,
|
||||||||
2017
|
2016
|
|||||||
Operating Activities
|
||||||||
Net income
|
$
|
3,574
|
$
|
3,885
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
6,127
|
6,563
|
||||||
Undistributed loss (earnings) from investments in equity affiliates
|
182
|
(13
|
)
|
|||||
Provision for uncollectible accounts
|
393
|
374
|
||||||
Deferred income tax expense
|
480
|
1,346
|
||||||
Net loss (gain) from sale of investments, net of impairments
|
61
|
(44
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
445
|
43
|
||||||
Other current assets
|
228
|
1,319
|
||||||
Accounts payable and other accrued liabilities
|
(1,778
|
)
|
(3,990
|
)
|
||||
Equipment installment receivables and related sales
|
579
|
454
|
||||||
Deferred fulfillment costs
|
(436
|
)
|
(542
|
)
|
||||
Retirement benefit funding
|
(140
|
)
|
(140
|
)
|
||||
Other - net
|
(497
|
)
|
(1,355
|
)
|
||||
Total adjustments
|
5,644
|
4,015
|
||||||
Net Cash Provided by Operating Activities
|
9,218
|
7,900
|
||||||
Investing Activities
|
||||||||
Capital expenditures:
|
||||||||
Purchase of property and equipment
|
(5,784
|
)
|
(4,451
|
)
|
||||
Interest during construction
|
(231
|
)
|
(218
|
)
|
||||
Acquisitions, net of cash acquired
|
(162
|
)
|
(165
|
)
|
||||
Dispositions
|
6
|
81
|
||||||
Sale of securities, net
|
-
|
445
|
||||||
Net Cash Used in Investing Activities
|
(6,171
|
)
|
(4,308
|
)
|
||||
Financing Activities
|
||||||||
Net change in short-term borrowings with original maturities of three months or less
|
(1
|
)
|
-
|
|||||
Issuance of long-term debt
|
12,440
|
5,978
|
||||||
Repayment of long-term debt
|
(3,053
|
)
|
(2,296
|
)
|
||||
Purchase of treasury stock
|
(177
|
)
|
-
|
|||||
Issuance of treasury stock
|
21
|
89
|
||||||
Dividends paid
|
(3,009
|
)
|
(2,947
|
)
|
||||
Other
|
(172
|
)
|
471
|
|||||
Net Cash Provided by Financing Activities
|
6,049
|
1,295
|
||||||
Net increase in cash and cash equivalents
|
9,096
|
4,887
|
||||||
Cash and cash equivalents beginning of year
|
5,788
|
5,121
|
||||||
Cash and Cash Equivalents End of Period
|
$
|
14,884
|
$
|
10,008
|
||||
Cash paid (received) during the three months ended March 31 for:
|
||||||||
Interest
|
$
|
1,643
|
$
|
1,459
|
||||
Income taxes, net of refunds
|
$
|
(160
|
)
|
$
|
477
|
|||
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)
|
||||||||
March 31, 2017
|
||||||||
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
|
$
|
89,604
|
||||||
Issuance of treasury stock
|
4
|
|||||||
Share-based payments
|
(197
|
)
|
||||||
Balance at end of period
|
$
|
89,411
|
||||||
Retained Earnings
|
||||||||
Balance at beginning of year
|
$
|
34,734
|
||||||
Net income attributable to AT&T ($0.56 per diluted share)
|
3,469
|
|||||||
Dividends to stockholders ($0.49 per share)
|
(3,030
|
)
|
||||||
Other
|
2
|
|||||||
Balance at end of period
|
$
|
35,175
|
||||||
Treasury Stock
|
||||||||
Balance at beginning of year
|
(356
|
)
|
$
|
(12,659
|
)
|
|||
Repurchase and acquisition of common stock
|
(5
|
)
|
(200
|
)
|
||||
Issuance of treasury stock
|
13
|
459
|
||||||
Balance at end of period
|
(348
|
)
|
$
|
(12,400
|
)
|
|||
Accumulated Other Comprehensive Income Attributable to AT&T, net of tax
|
||||||||
Balance at beginning of year
|
$
|
4,961
|
||||||
Other comprehensive income attributable to AT&T
|
199
|
|||||||
Balance at end of period
|
$
|
5,160
|
||||||
Noncontrolling Interest
|
||||||||
Balance at beginning of year
|
$
|
975
|
||||||
Net income attributable to noncontrolling interest
|
105
|
|||||||
Distributions
|
(77
|
)
|
||||||
Acquisition of noncontrolling interest
|
131
|
|||||||
Translation adjustments attributable to noncontrolling interest, net of taxes
|
6
|
|||||||
Balance at end of period
|
$
|
1,140
|
||||||
Total Stockholders' Equity at beginning of year
|
$
|
124,110
|
||||||
Total Stockholders' Equity at end of period
|
$
|
124,981
|
||||||
See Notes to Consolidated Financial Statements.
|
6
AT&T INC.
MARCH 31, 2017
For ease of reading, AT&T Inc. is referred to as "we," "AT&T" or the "Company" throughout this document, and the names of the particular subsidiaries and affiliates providing the services generally have been omitted. AT&T is a holding company whose subsidiaries and affiliates operate in the communications and digital entertainment services industry. Our subsidiaries and affiliates provide services and equipment that deliver voice, video and broadband services both domestically and internationally. 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, 2016. The results for the interim periods are not necessarily indicative of those for the full year.
In the tables throughout this document, percentage increases and decreases that are not considered meaningful are denoted with a dash. Certain amounts have been reclassified to conform to the current period's presentation.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Dollars in millions except per share amounts
NOTE 1. PREPARATION OF INTERIM FINANCIAL STATEMENTS
Basis of Presentation These consolidated financial statements include all adjustments that are necessary to present fairly the results for the presented interim periods, consisting of normal recurring accruals and other items. The consolidated financial statements include the accounts of the Company and our majority-owned subsidiaries and affiliates.
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 quarter of our period end. We also record our proportionate share of our equity method investees' other comprehensive income (OCI) items, including cumulative translation adjustments.
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.
Recently Adopted Accounting Standards
Income Taxes As of January 1, 2017, we adopted Accounting Standards Update (ASU) No. 2016-16, "Income Taxes (Topic 740)" (ASU 2016-16), with modified retrospective application, resulting in our recognition of an immaterial adjustment to retained earnings. Under ASU 2016-16, we recognize the income tax effects of the intercompany sales or transfers of assets other than inventory (e.g., intellectual property or property, plant and equipment) during the period of intercompany sale or transfer instead of the period of either the sale or transfer to a third party or recognition of depreciation or impairment.
New Accounting Standards
Pension and Other Postretirement Benefits In March 2017, the Financial Accounting Standards Board (FASB) issued ASU No. 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07), which changes the presentation of periodic benefit cost components. Under ASU 2017-07, we will continue to present service costs within our operating expenses but present amortization of prior service credits and other components of our net periodic benefit cost in "other income (expense)" in our consolidated statements of income. ASU 2017-07 is effective for annual reporting periods beginning after December 15, 2017. See Note 5 for our components of net periodic benefit cost.
Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" (ASC 606), and has modified the standard thereafter. This standard replaces existing revenue recognition rules with a comprehensive revenue measurement and recognition standard and expanded disclosure requirements. ASC 606, as amended, becomes effective for annual reporting periods beginning after December 15, 2017, at which point we plan to adopt the standard using the "modified retrospective method." Under that method, we will apply the rules to all contracts existing as of January 1, 2018, recognizing in beginning retained earnings an adjustment for the cumulative effect of the change and providing additional disclosures comparing results to previous accounting standards.
7
AT&T INC.
MARCH 31, 2017
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 months ended March 31, 2017 and 2016, is shown in the table below:
Three months ended
|
||||||||
March 31,
|
||||||||
2017
|
2016
|
|||||||
Numerators
|
||||||||
Numerator for basic earnings per share:
|
||||||||
Net Income
|
$
|
3,574
|
$
|
3,885
|
||||
Less: Net income attributable to noncontrolling interest
|
(105
|
)
|
(82
|
)
|
||||
Net Income attributable to AT&T
|
3,469
|
3,803
|
||||||
Dilutive potential common shares:
|
||||||||
Share-based payment
|
4
|
4
|
||||||
Numerator for diluted earnings per share
|
$
|
3,473
|
$
|
3,807
|
||||
Denominators (000,000)
|
||||||||
Denominator for basic earnings per share:
|
||||||||
Weighted average number of common shares outstanding
|
6,166
|
6,172
|
||||||
Dilutive potential common shares:
|
||||||||
Share-based payment (in shares)
|
20
|
18
|
||||||
Denominator for diluted earnings per share
|
6,186
|
6,190
|
||||||
Basic earnings per share attributable to AT&T
|
$
|
0.56
|
$
|
0.62
|
||||
Diluted earnings per share attributable to AT&T
|
$
|
0.56
|
$
|
0.61
|
8
AT&T INC.
MARCH 31, 2017
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.
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, 2016
|
$
|
(1,995)
|
$
|
541
|
$
|
744
|
$
|
5,671
|
$
|
4,961
|
|||||
Other comprehensive income
(loss) before reclassifications
|
366
|
33
|
13
|
-
|
412
|
||||||||||
Amounts reclassified
from accumulated OCI
|
-
|
1
|
5
|
1
|
10
|
2
|
(228)
|
3
|
(213)
|
||||||
Net other comprehensive
income (loss)
|
366
|
38
|
23
|
(228)
|
199
|
||||||||||
Balance as of March 31, 2017
|
$
|
(1,629)
|
$
|
579
|
$
|
767
|
$
|
5,443
|
$
|
5,160
|
|||||
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, 2015
|
$
|
(1,198)
|
$
|
484
|
$
|
16
|
$
|
6,032
|
$
|
5,334
|
|||||
Other comprehensive income
(loss) before reclassifications
|
(44)
|
(26)
|
124
|
-
|
54
|
||||||||||
Amounts reclassified
from accumulated OCI
|
-
|
1
|
(3)
|
1
|
10
|
2
|
(215)
|
3
|
(208)
|
||||||
Net other comprehensive
income (loss)
|
(44)
|
(29)
|
134
|
(215)
|
(154)
|
||||||||||
Balance as of March 31, 2016
|
$
|
(1,242)
|
$
|
455
|
$
|
150
|
$
|
5,817
|
$
|
5,180
|
|||||
1
|
(Gains) losses are included in Other income (expense) - net in the consolidated statements of income.
|
||||||||||||||
2
|
(Gains) losses are included in Interest expense in the consolidated statements of income. See Note 6 for additional information.
|
||||||||||||||
3
|
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).
|
NOTE 4. SEGMENT INFORMATION
Our segments are strategic business units that offer products and services to different customer segments over various technology platforms and/or in different geographies that are managed accordingly. We analyze our segments based on Segment Contribution, which consists of operating income, excluding acquisition-related costs and other significant items (as discussed below), and equity in net income (loss) of affiliates for investments managed within each segment. We have four reportable segments: (1) Business Solutions, (2) Entertainment Group, (3) Consumer Mobility and (4) International.
We also evaluate segment performance based on EBITDA and/or EBITDA margin, which is defined as Segment Contribution excluding equity in net income (loss) of affiliates and depreciation and amortization. We believe EBITDA to be a relevant and useful measurement to our investors as it is part of our internal management reporting and planning processes and it is an important metric that management uses to evaluate segment operating performance. EBITDA does not give effect to cash used for debt service requirements and thus does not reflect available funds for distributions, reinvestment or other discretionary uses. EBITDA margin is EBITDA divided by total revenues.
9
AT&T INC.
MARCH 31, 2017
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
The Business Solutions segment provides services to business customers, including multinational companies; governmental and wholesale customers; and individual subscribers who purchase wireless services through employer-sponsored plans. We provide advanced IP-based services including Virtual Private Networks (VPN); Ethernet-related products and broadband, collectively referred to as fixed strategic services; as well as traditional data and voice products. We utilize our wireless and wired networks to provide a complete communications solution to our business customers.
The Entertainment Group segment provides video, internet, voice communication, and interactive and targeted advertising services to customers located in the United States or in U.S. territories. We utilize our copper and IP-based wired network and/or our satellite technology.
The Consumer Mobility segment provides nationwide wireless service to consumers, wholesale and resale wireless subscribers located in the United States or in U.S. territories. We utilize our network to provide voice and data services, including high-speed internet, video and home monitoring services over wireless devices.
The International segment provides entertainment services in Latin America and wireless services in Mexico. Video entertainment services are provided to primarily residential customers using satellite technology. We utilize our regional and national networks in Mexico to provide consumer and business customers with wireless data and voice communication services. Our international subsidiaries conduct business in their local currency, and operating results are converted to U.S. dollars using official exchange rates.
In reconciling items to consolidated operating income and income before income taxes, Corporate and Other includes: (1) operations that are not considered reportable segments and that are no longer integral to our operations or which we no longer actively market, and (2) impacts of corporate-wide decisions for which the individual segments are not being evaluated, including interest costs and expected return on plan assets for our pension and postretirement benefit plans.
Certain operating items are not allocated to our business segments, and those include:
·
|
Acquisition-related items which consists of (1) items associated with the merger and integration of acquired businesses and (2) the noncash amortization of intangible assets acquired in acquisitions.
|
·
|
Certain significant items which consists of (1) noncash actuarial gains and losses from pension and other postretirement benefits, (2) employee separation charges associated with voluntary and/or strategic offers, (3) losses resulting from abandonment or impairment of assets and (4) other items for which the segments are not being evaluated.
|
Interest expense and other income (expense) – net, are managed only on a total company basis and are, accordingly, reflected only in consolidated results.
Our operating assets are utilized by multiple segments and consist of our wireless and wired networks as well as our satellite fleet. We manage our assets to provide for the most efficient, effective and integrated service to our customers, not by segment, and, therefore, asset information and capital expenditures by segment are not presented. Depreciation is allocated based on asset utilization by segment.
10
AT&T INC.
MARCH 31, 2017
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
For the three months ended March 31, 2017
|
||||||||||||||||||||||||||||
Revenues
|
Operations
and Support
Expenses
|
EBITDA
|
Depreciation
and
Amortization
|
Operating
Income (Loss)
|
Equity in Net
Income (Loss) of
Affiliates
|
Segment
Contribution
|
||||||||||||||||||||||
Business Solutions
|
$
|
16,848
|
$
|
10,176
|
$
|
6,672
|
$
|
2,312
|
$
|
4,360
|
$
|
-
|
$
|
4,360
|
||||||||||||||
Entertainment Group
|
12,623
|
9,601
|
3,022
|
1,419
|
1,603
|
(6
|
)
|
1,597
|
||||||||||||||||||||
Consumer Mobility
|
7,740
|
4,528
|
3,212
|
873
|
2,339
|
-
|
2,339
|
|||||||||||||||||||||
International
|
1,929
|
1,759
|
170
|
290
|
(120
|
)
|
20
|
(100
|
)
|
|||||||||||||||||||
Segment Total
|
39,140
|
26,064
|
13,076
|
4,894
|
8,182
|
$
|
14
|
$
|
8,196
|
|||||||||||||||||||
Corporate and Other
|
225
|
221
|
4
|
31
|
(27
|
)
|
||||||||||||||||||||||
Acquisition-related items
|
-
|
207
|
(207
|
)
|
1,202
|
(1,409
|
)
|
|||||||||||||||||||||
Certain significant items
|
-
|
(118
|
)
|
118
|
-
|
118
|
||||||||||||||||||||||
AT&T Inc.
|
$
|
39,365
|
$
|
26,374
|
$
|
12,991
|
$
|
6,127
|
$
|
6,864
|
For the three months ended March 31, 2016
|
||||||||||||||||||||||||||||
Revenues
|
Operations
and Support
Expenses
|
EBITDA
|
Depreciation
and
Amortization
|
Operating
Income (Loss)
|
Equity in Net
Income (Loss) of
Affiliates
|
Segment
Contribution
|
||||||||||||||||||||||
Business Solutions
|
$
|
17,609
|
$
|
10,802
|
$
|
6,807
|
$
|
2,508
|
$
|
4,299
|
$
|
-
|
$
|
4,299
|
||||||||||||||
Entertainment Group
|
12,658
|
9,578
|
3,080
|
1,488
|
1,592
|
3
|
1,595
|
|||||||||||||||||||||
Consumer Mobility
|
8,328
|
4,912
|
3,416
|
922
|
2,494
|
-
|
2,494
|
|||||||||||||||||||||
International
|
1,667
|
1,588
|
79
|
277
|
(198
|
)
|
14
|
(184
|
)
|
|||||||||||||||||||
Segment Total
|
40,262
|
26,880
|
13,382
|
5,195
|
8,187
|
$
|
17
|
$
|
8,204
|
|||||||||||||||||||
Corporate and Other
|
273
|
377
|
(104
|
)
|
17
|
(121
|
)
|
|||||||||||||||||||||
Acquisition-related items
|
-
|
295
|
(295
|
)
|
1,351
|
(1,646
|
)
|
|||||||||||||||||||||
Certain significant items
|
-
|
(711
|
)
|
711
|
-
|
711
|
||||||||||||||||||||||
AT&T Inc.
|
$
|
40,535
|
$
|
26,841
|
$
|
13,694
|
$
|
6,563
|
$
|
7,131
|
11
AT&T INC.
MARCH 31, 2017
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
The following table is a reconciliation of Segment Contribution to "Income Before Income Taxes" reported on our consolidated statements of income.
|
||||||||
First Quarter
|
||||||||
2017
|
2016
|
|||||||
Business Solutions
|
$
|
4,360
|
$
|
4,299
|
||||
Entertainment Group
|
1,597
|
1,595
|
||||||
Consumer Mobility
|
2,339
|
2,494
|
||||||
International
|
(100
|
)
|
(184
|
)
|
||||
Segment Contribution
|
8,196
|
8,204
|
||||||
Reconciling Items:
|
||||||||
Corporate and Other
|
(27
|
)
|
(121
|
)
|
||||
Merger and integration charges
|
(207
|
)
|
(295
|
)
|
||||
Amortization of intangibles acquired
|
(1,202
|
)
|
(1,351
|
)
|
||||
Employee separation costs
|
-
|
(25
|
)
|
|||||
Gain on wireless spectrum transactions
|
118
|
736
|
||||||
Segment equity in net (income) loss of affiliates
|
(14
|
)
|
(17
|
)
|
||||
AT&T Operating Income
|
6,864
|
7,131
|
||||||
Interest expense
|
1,293
|
1,207
|
||||||
Equity in net income (loss) of affiliates
|
(173
|
)
|
13
|
|||||
Other income (expense) - net
|
(20
|
)
|
70
|
|||||
Income Before Income Taxes
|
$
|
5,378
|
$
|
6,007
|
NOTE 5. PENSION AND POSTRETIREMENT BENEFITS
Many 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 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 $8,426 at March 31, 2017. The trust is entitled to receive cumulative cash distributions of $560 per annum, which are distributed quarterly by AT&T Mobility II LLC to the trust, in equal amounts and accounted for as contributions. We distributed $140 to the trust during the three months ended March 31, 2017. 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 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. A portion of these expenses is capitalized as part of internal construction projects, providing a small reduction in the net expense recorded. Service costs and prior service credits are reported in our segment results while interest costs and expected return on plan assets are included with Corporate and Other (see Note 4).
12
AT&T INC.
MARCH 31, 2017
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
Three months ended
|
||||||||
March 31,
|
||||||||
2017
|
2016
|
|||||||
Pension cost:
|
||||||||
Service cost – benefits earned during the period
|
$
|
282
|
$
|
278
|
||||
Interest cost on projected benefit obligation
|
484
|
495
|
||||||
Expected return on assets
|
(783
|
)
|
(778
|
)
|
||||
Amortization of prior service credit
|
(31
|
)
|
(26
|
)
|
||||
Net pension (credit) cost
|
$
|
(48
|
)
|
$
|
(31
|
)
|
||
Postretirement cost:
|
||||||||
Service cost – benefits earned during the period
|
$
|
41
|
$
|
48
|
||||
Interest cost on accumulated postretirement benefit obligation
|
222
|
243
|
||||||
Expected return on assets
|
(80
|
)
|
(89
|
)
|
||||
Amortization of prior service credit
|
(336
|
)
|
(319
|
)
|
||||
Net postretirement (credit) cost
|
$
|
(153
|
)
|
$
|
(117
|
)
|
||
Combined net pension and postretirement (credit) cost
|
$
|
(201
|
)
|
$
|
(148
|
)
|
The decrease in the combined net pension and postretirement costs in the first quarter reflects higher amortization of prior service credits due to plan changes, including changes to future costs for continued retiree healthcare coverage. The reduction also reflects decreasing corporate bond rates, which contributed to lower interest costs.
We also provide senior- and middle-management employees with nonqualified, unfunded supplemental retirement and savings plans. For the first quarter ended 2017 and 2016, net supplemental pension benefits costs not included in the table above were $22 and $23.
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. Our valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.
13
AT&T INC.
MARCH 31, 2017
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
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, 2016.
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:
March 31, 2017
|
December 31, 2016
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
Amount
|
Value
|
Amount
|
Value
|
|||||||||||||
Notes and debentures 1
|
$
|
132,379
|
$
|
138,944
|
$
|
122,381
|
$
|
128,726
|
||||||||
Bank borrowings
|
3
|
3
|
4
|
4
|
||||||||||||
Investment securities
|
2,640
|
2,640
|
2,587
|
2,587
|
||||||||||||
1 Includes credit agreement borrowings.
|
The carrying amount 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.
Following is the fair value leveling for available-for-sale securities and derivatives as of March 31, 2017 and December 31, 2016:
March 31, 2017
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Available-for-Sale Securities
|
||||||||||||||||
Domestic equities
|
$
|
1,253
|
$
|
-
|
$
|
-
|
$
|
1,253
|
||||||||
International equities
|
639
|
-
|
-
|
639
|
||||||||||||
Fixed income bonds
|
-
|
501
|
-
|
501
|
||||||||||||
Asset Derivatives1
|
||||||||||||||||
Interest rate swaps
|
-
|
62
|
-
|
62
|
||||||||||||
Cross-currency swaps
|
-
|
235
|
-
|
235
|
||||||||||||
Liability Derivatives1
|
||||||||||||||||
Interest rate swaps
|
-
|
(20
|
)
|
-
|
(20
|
)
|
||||||||||
Cross-currency swaps
|
-
|
(3,635
|
)
|
-
|
(3,635
|
)
|
||||||||||
1 Derivatives designated as hedging instruments are reflected as "Other assets," "Other noncurrent liabilities" and, for a portion of interest rate swaps, "Other current assets" in our consolidated balance sheets.
|
14
AT&T INC.
MARCH 31, 2017
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
December 31, 2016
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Available-for-Sale Securities
|
||||||||||||||||
Domestic equities
|
$
|
1,215
|
$
|
-
|
$
|
-
|
$
|
1,215
|
||||||||
International equities
|
594
|
-
|
-
|
594
|
||||||||||||
Fixed income bonds
|
-
|
508
|
-
|
508
|
||||||||||||
Asset Derivatives1
|
||||||||||||||||
Interest rate swaps
|
-
|
79
|
-
|
79
|
||||||||||||
Cross-currency swaps
|
-
|
89
|
-
|
89
|
||||||||||||
Liability Derivatives1
|
||||||||||||||||
Interest rate swaps
|
-
|
(14
|
)
|
-
|
(14
|
)
|
||||||||||
Cross-currency swaps
|
-
|
(3,867
|
)
|
-
|
(3,867
|
)
|
||||||||||
1 Derivatives designated as hedging instruments are reflected as "Other assets," "Other noncurrent liabilities" and, for a portion of interest rate swaps, "Other current assets" in our consolidated balance sheets.
|
Investment Securities
Our investment securities include equities, fixed income bonds and other securities. A substantial portion of the fair values of our available-for-sale securities was estimated based on quoted market prices. Investments in securities not traded on a national securities exchange are valued using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Realized gains and losses on securities are included in "Other income (expense) – net" in the consolidated statements of income using the specific identification method. Unrealized gains and losses, net of tax, on available-for-sale securities are recorded in accumulated OCI. Unrealized losses that are considered other than temporary are recorded in "Other income (expense) – net" with the corresponding reduction to the carrying basis of the investment. Fixed income investments of $236 have maturities of less than one year, $58 within one to three years, $47 within three to five years and $160 for five or more years.
Our cash equivalents (money market securities), short-term investments (certificate and time deposits) and nonrefundable customer deposits are recorded at amortized cost, and the respective carrying amounts approximate fair values. Short-term investments and nonrefundable customer deposits are recorded in "Other current assets" and our investment securities are recorded in "Other Assets" on the consolidated balance sheets.
Derivative Financial Instruments
We enter into derivative transactions to manage certain market risks, primarily interest rate risk and foreign currency exchange risk. This includes the use of interest rate swaps, interest rate locks, foreign exchange forward contracts and combined interest rate foreign exchange contracts (cross-currency swaps). We do not use derivatives for trading or speculative purposes. We record derivatives on our consolidated balance sheets at fair value that is derived from observable market data, including yield curves and foreign exchange rates (all of our derivatives are Level 2). Cash flows associated with derivative instruments are presented in the same category on the consolidated statements of cash flows as the item being hedged.
Fair Value Hedging We designate our fixed-to-floating interest rate swaps as fair value hedges. The purpose of these swaps is to manage interest rate risk by managing our mix of fixed-rate and floating-rate debt. These swaps involve the receipt of fixed-rate amounts for floating interest rate payments over the life of the swaps without exchange of the underlying principal amount. Accrued and realized gains or losses from interest rate swaps impact interest expense in the consolidated statements of income. Unrealized gains on interest rate swaps are recorded at fair market value as assets, and unrealized losses on interest rate swaps are recorded at fair market value as liabilities. Changes in the fair values of the interest rate swaps are exactly offset by changes in the fair value of the underlying debt. Gains or losses realized upon early termination of our fair value hedges are recognized in interest expense. In the three months ended March 31, 2017 and March 31, 2016, no ineffectiveness was measured on interest rate swaps designated as fair value hedges.
15
AT&T INC.
MARCH 31, 2017
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
Cash Flow Hedging We designate our cross-currency swaps as cash flow hedges. We have entered into multiple cross-currency swaps to hedge our exposure to variability in expected future cash flows that are attributable to foreign currency risk generated from the issuance of our Euro, British pound sterling, Canadian dollar and Swiss franc denominated debt. These agreements include initial and final exchanges of principal from fixed foreign currency denominated amounts to fixed U.S. dollar denominated amounts, to be exchanged at a specified rate that is usually determined by the market spot rate upon issuance. They also include an interest rate swap of a fixed or floating foreign currency-denominated rate to a fixed U.S. dollar denominated interest rate.
Unrealized gains on derivatives designated as cash flow hedges are recorded at fair value as assets, and unrealized losses on derivatives designated as cash flow hedges are recorded at fair value as liabilities. For derivative instruments designated as cash flow hedges, the effective portion is reported as a component of accumulated OCI until reclassified into interest expense in the same period the hedged transaction affects earnings. The gain or loss on the ineffective portion is recognized as "Other income (expense) – net" in the consolidated statements of income in each period. We evaluate the effectiveness of our cross-currency swaps each quarter. In the three months ended March 31, 2017 and March 31, 2016, no ineffectiveness was measured on cross-currency swaps designated as cash flow hedges.
Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized into income over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately reclassified to "Other income (expense) – net" in the consolidated statements of income. Over the next 12 months, we expect to reclassify $59 from accumulated OCI to interest expense due to the amortization of net losses on historical interest rate locks.
We hedge a portion of the exchange risk involved in anticipation of highly probable foreign currency-denominated transactions. In anticipation of these transactions, we often enter into foreign exchange contracts to provide currency at a fixed rate. Gains and losses at the time we settle or take delivery on our designated foreign exchange contracts are amortized into income in the same period the hedged transaction affects earnings, except where an amount is deemed to be ineffective, which would be immediately reclassified to "Other income (expense) – net" in the consolidated statements of income. In the three months ended March 31, 2017 and March 31, 2016, no ineffectiveness was measured on foreign exchange contracts designated as cash flow hedges.
Collateral and Credit-Risk Contingency We have entered into agreements with our derivative counterparties establishing collateral thresholds based on respective credit ratings and netting agreements. At March 31, 2017, we had posted collateral of $2,846 (a deposit asset) and held no collateral. Under the agreements, if AT&T's credit rating had been downgraded one rating level by Fitch Ratings, before the final collateral exchange in March, we would have been required to post additional collateral of $123. If DIRECTV Holdings LLC's credit rating had been downgraded below BBB- (S&P), we would have been required to post additional collateral of $246. At December 31, 2016, we had posted collateral of $3,242 (a deposit asset) and held no collateral. We do not offset the fair value of collateral, whether the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) exists, against the fair value of the derivative instruments.
Following are the notional amounts of our outstanding derivative positions:
March 31,
|
December 31,
|
|||||||
2017
|
2016
|
|||||||
Interest rate swaps
|
$
|
10,450
|
$
|
9,650
|
||||
Cross-currency swaps
|
29,642
|
29,642
|
||||||
Total
|
$
|
40,092
|
$
|
39,292
|
16
AT&T INC.
MARCH 31, 2017
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
Following are the related hedged items affecting our financial position and performance:
|
||||||||
Effect of Derivatives on the Consolidated Statements of Income
|
||||||||
Fair Value Hedging Relationships
|
Three months ended
|
|||||||
March 31,
|
||||||||
2017
|
2016
|
|||||||
Interest rate swaps (Interest expense):
|
||||||||
Gain (Loss) on interest rate swaps
|
$
|
(25
|
)
|
$
|
66
|
|||
Gain (Loss) on long-term debt
|
25
|
(66
|
)
|
In addition, the net swap settlements that accrued and settled in the quarter ended March 31 were offset against interest expense.
Three months ended
|
||||||||
March 31,
|
||||||||
Cash Flow Hedging Relationships
|
2017
|
2016
|
||||||
Cross-currency swaps:
|
||||||||
Gain (Loss) recognized in accumulated OCI
|
$
|
20
|
$
|
191
|
||||
Interest rate locks:
|
||||||||
Interest income (expense) reclassified from accumulated OCI into income
|
(15
|
)
|
(15
|
)
|
NOTE 7. ACQUISITIONS, DISPOSITIONS AND OTHER ADJUSTMENTS
Subsequent and Pending Acquisitions
Time Warner Inc. On October 22, 2016, we entered into and announced a merger agreement (Merger Agreement) to acquire Time Warner Inc. (Time Warner) in a 50% cash and 50% stock transaction for $107.50 per share of Time Warner common stock, or approximately $85,400 at the date of the announcement (Merger). Combined with Time Warner's net debt at December 31, 2016, the total transaction value is approximately $108,200. Each share of Time Warner common stock will be exchanged for $53.75 per share in cash and a number of shares of AT&T common stock equal to the exchange ratio. If the average stock price (as defined in the Merger Agreement) at the time of closing the Merger is between (or equal to) $37.411 and $41.349 per share, the exchange ratio will be the quotient of $53.75 divided by the average stock price. If the average stock price is greater than $41.349, the exchange ratio will be 1.300. If the average stock price is less than $37.411, the exchange ratio will be 1.437. Post-transaction, Time Warner shareholders will own between 14.4% and 15.7% of AT&T shares on a fully-diluted basis based on the number of AT&T shares outstanding. The cash portion of the purchase price will be financed with new debt and cash.
Time Warner is a global leader in media and entertainment whose major businesses encompass an array of some of the most respected and successful media brands. The deal combines Time Warner's vast library of content and ability to create new premium content for audiences around the world with our extensive customer relationships and distribution, one of the world's largest pay-TV subscriber bases and leading scale in TV, mobile and broadband distribution.
The Merger Agreement was approved by Time Warner shareholders on February 15, 2017 and remains subject to review by the U.S. Department of Justice. The Federal Communications Commission (FCC) has stated that it does not believe it will need to review the deal as no licenses are involved. It is also a condition to closing that necessary consents from foreign governmental entities must be obtained. The transaction is expected to close before year-end 2017. If the Merger is terminated as a result of reaching the termination date (and at that time one or more of the conditions relating to certain regulatory approvals have not been satisfied) or there is a final, non-appealable order preventing the transaction relating to antitrust laws, communications laws, utilities laws or foreign regulatory laws, then under certain circumstances, we would be obligated to pay Time Warner $500.
17
AT&T INC.
MARCH 31, 2017
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
Auction 1000 On April 13, 2017, the FCC announced that we were the successful bidder for $910 of spectrum in 18 markets. We provided the FCC an initial deposit of $2,348 in July 2016 and received a refund of $1,438 in April 2017.
Other Events
FirstNet On March 30, 2017, the First Responder Network Authority (FirstNet) announced its selection of AT&T to build and manage the first nationwide broadband network dedicated to America's first responders. FirstNet expects to provide 20 MHz of valuable telecommunications spectrum and success-based payments of $6,500 over the next five years to support network buildout. The actual reach of the network and our investment over the 25-year period will be determined by the number of individual states electing to participate in FirstNet. We do not expect FirstNet to materially impact our 2017 results given the timing of the state opt-in process.
NOTE 8. SALES OF EQUIPMENT INSTALLMENT RECEIVABLES
We offer our customers the option to purchase certain wireless devices in installments over a period of up to 30 months and, in many cases, they have the right to trade in the original equipment for a new device within a set period and have the remaining unpaid balance satisfied. As of March 31, 2017 and December 31, 2016, gross equipment installment receivables of $4,119 and $5,665 were included on our consolidated balance sheets, of which $2,346 and $3,425 are notes receivable that are included in "Accounts receivable - net."
In 2014, we entered into an uncommitted agreement pertaining to the sale of equipment installment receivables and related security with Citibank and various other relationship banks as purchasers (collectively, the Purchasers). Under this agreement, we transferred certain receivables to the Purchasers for cash and additional consideration upon settlement of the receivables, referred to as the deferred purchase price. Under the terms of the agreement, we continue to bill and collect the payments from our customers on behalf of the Purchasers. Since inception, cash proceeds received, net of remittances (excluding amounts returned as deferred purchase price), were $3,740.
The following table sets forth a summary of equipment installment receivables sold during the three months ended March 31, 2017 and 2016:
Three months ended
|
||||||||
March 31,
|
||||||||
2017
|
2016
|
|||||||
Gross receivables sold
|
$
|
2,846
|
$
|
2,482
|
||||
Net receivables sold 1
|
2,621
|
2,256
|
||||||
Cash proceeds received
|
1,432
|
1,521
|
||||||
Deferred purchase price recorded
|
1,189
|
719
|
||||||
1 Receivables net of allowance, imputed interest and trade-in right guarantees.
|
The deferred purchase price is initially recorded at estimated fair value, which is based on remaining installment payments expected to be collected, adjusted by the expected timing and value of device trade-ins, and subsequently carried at the lower of cost or net realizable value. The estimated value of the device trade-ins considers prices offered to us by independent third parties that contemplate changes in value after the launch of a device model. The fair value measurements used are considered Level 3 under the Fair Value Measurement and Disclosure framework (see Note 6).
18
AT&T INC.
MARCH 31, 2017
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
The following table shows the equipment installment receivables, previously sold to the Purchasers, which we repurchased in exchange for the associated deferred purchase price during the three months ended March 31, 2017 and 2016:
Three months ended
|
||||||||
March 31,
|
||||||||
2017
|
2016
|
|||||||
Fair value of repurchased receivables
|
$
|
377
|
$
|
532
|
||||
Carrying value of deferred purchase price
|
339
|
539
|
||||||
Gain (loss) on repurchases 1
|
$
|
38
|
$
|
(7
|
)
|
|||
1 These gains (losses) are included in "Selling, general and administrative" in the consolidated statements of income.
|
At March 31, 2017 and December 31, 2016, our deferred purchase price receivable was $3,813 and $3,090, respectively, of which $2,049 and $1,606 are included in "Other current assets" on our consolidated balance sheets, with the remainder in "Other Assets." Our maximum exposure to loss as a result of selling these equipment installment receivables is limited to the amount of our deferred purchase price at any point in time.
The sales of equipment installment receivables did not have a material impact on our consolidated statements of income or to "Total Assets" reported on our consolidated balance sheets. We reflect the cash flows related to the arrangement as operating activities in our consolidated statements of cash flows because the cash received from the Purchasers upon both the sale of the receivables and the collection of the deferred purchase price is not subject to significant interest rate risk.
Derecognized Installment Receivables
The following table sets forth a summary of equipment installment receivables that were sold to Purchasers and are no longer considered our assets.
2017
|
||||
Outstanding derecognized receivables at January 1,
|
$
|
7,232
|
||
Gross receivables sold
|
2,846
|
|||
Collections on cash purchase price
|
(1,128
|
)
|
||
Collections on deferred purchase price
|
(185
|
)
|
||
Fees
|
(23
|
)
|
||
Trade ins and other
|
(73
|
)
|
||
Fair value of repurchased receivables
|
(377
|
)
|
||
Outstanding derecognized receivables at March 31,
|
$
|
8,292
|
19
AT&T INC.
MARCH 31, 2017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Dollars in millions except per share and per subscriber amounts
RESULTS OF OPERATIONS
AT&T is a holding company whose subsidiaries and affiliates operate in the communications and digital entertainment services industry. Our subsidiaries and affiliates provide services and equipment that deliver voice, video and broadband services both domestically and internationally. You should read this discussion in conjunction with the consolidated financial statements and accompanying notes. A reference to a "Note" in this section refers to the accompanying Notes to Consolidated Financial Statements.
Consolidated Results Our financial results in the first quarter of 2017 and 2016 are summarized as follows:
First Quarter
|
||||||||||||
2017
|
2016
|
Percent Change
|
||||||||||
Operating Revenues
|
||||||||||||
Service
|
$
|
36,456
|
$
|
37,101
|
(1.7
|
)%
|
||||||
Equipment
|
2,909
|
3,434
|
(15.3
|
)
|
||||||||
Total Operating Revenues
|
39,365
|
40,535
|
(2.9
|
)
|
||||||||
Operating expenses
|
||||||||||||
Cost of services and sales
|
||||||||||||
Equipment
|
3,848
|
4,375
|
(12.0
|
)
|
||||||||
Broadcast, programming and operations
|
4,974
|
4,629
|
7.5
|
|||||||||
Other cost of services
|
9,065
|
9,396
|
(3.5
|
)
|
||||||||
Selling, general and administrative
|
8,487
|
8,441
|
0.5
|
|||||||||
Depreciation and amortization
|
6,127
|
6,563
|
(6.6
|
)
|
||||||||
Total Operating Expenses
|
32,501
|
33,404
|
(2.7
|
)
|
||||||||
Operating Income
|
6,864
|
7,131
|
(3.7
|
)
|
||||||||
Income Before Income Taxes
|
5,378
|
6,007
|
(10.5
|
)
|
||||||||
Net Income
|
3,574
|
3,885
|
(8.0
|
)
|
||||||||
Net Income Attributable to AT&T
|
$
|
3,469
|
$
|
3,803
|
(8.8
|
)%
|
Overview
Operating revenues decreased $1,170, or 2.9%, in the first quarter of 2017.
Service revenues decreased $645, or 1.7%, in the first quarter of 2017. The decrease was primarily due to continued declines in legacy wireline voice and data products and lower wireless service revenues reflecting adoption of unlimited and Mobile Share plans. These were partially offset by increased revenues from video and strategic business services.
Equipment revenues decreased $525, or 15.3%, in the first quarter of 2017. The decrease was primarily due to lower wireless handset sales, driven by a low rate of customer device upgrades and strong Bring Your Own Device (BYOD) participation. Equipment revenue is becoming increasingly unpredictable as customers are choosing to upgrade devices less frequently or bring their own.
Operating expenses decreased $903, or 2.7%, in the first quarter of 2017.
Equipment expenses decreased $527, or 12.0%, in the first quarter of 2017. The decrease was driven by a decline in devices sold reflecting a change in customer buying habits.
Broadcast, programming and operations expenses increased $345, or 7.5%, in the first quarter of 2017, reflecting annual content cost increases.
20
AT&T INC.
MARCH 31, 2017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share and per subscriber amounts
Other cost of services expenses decreased $331, or 3.5%, in the first quarter of 2017. The decrease reflects our continued cost structure management and utilizing automation and digitalization where appropriate. Federal Universal Service Fund (USF) rates and fees were also lower when compared to the prior year. These expense declines were partially offset by higher handset insurance costs.
Selling, general and administrative expenses increased $46, or 0.5%, in the first quarter of 2017. Expenses include an increase of approximately $618 resulting from lower gains on wireless spectrum transactions in the first quarter of 2017 than in the comparable period of 2016. Offsetting this increase were lower advertising costs, decreased expenses for merger and integration-related activities and reductions from our disciplined cost management.
Depreciation and amortization expense decreased $436, or 6.6%, in the first quarter of 2017. Depreciation expense decreased $288, or 5.5%, in the first quarter. The decrease was primarily due to our fourth-quarter 2016 change in estimated useful lives and salvage values of certain assets associated with our transition to an IP-based network, which accounted for $327 of the decrease. This decrease was partially offset by increases resulting from ongoing capital spending for upgrades and expansion.
Amortization expense decreased $148, or 11.0%, in the first quarter of 2017 due to lower amortization of intangibles for the customer lists associated with acquisitions.
Operating income decreased $267, or 3.7%, for the first quarter of 2017. Our operating income margin in the first quarter decreased from 17.6% in 2016 to 17.4% in 2017.
Interest expense increased $86, or 7.1%, in the first quarter of 2017. The increases were primarily due to higher average rates and debt balances when compared to the prior year.
Equity in net income of affiliates decreased $186 in the first quarter of 2017, predominantly from losses from our legacy publishing business, partially offset by income from our investments in video-related businesses.
Other income (expense) – net We had other expense of $20 in the first quarter of 2017 and other income of $70 in the first quarter of 2016. Results in the first quarter of 2017 included net losses on the sale of non-strategic assets and investments of $61 and interest and dividend income of $30.
Other income (expense) in the first quarter of 2016 included net gains on the sale of non-strategic assets and investments of $44 and interest and dividend income of $29.
Income taxes decreased $318, or 15.0%, in the first quarter of 2017. Our effective tax rate was 33.5% for the first quarter of 2017, as compared to 35.3% for the first quarter of 2016. The decrease in income tax expense and our effective tax rate for the first quarter of 2017 was primarily due to lower income before income taxes in 2017 and the recognition of tax benefits related to the restructuring of a portion of our wireless business.
21
AT&T INC.
MARCH 31, 2017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share and per subscriber amounts
Selected Financial and Operating Data
|
||||||||
March 31,
|
||||||||
Subscribers and connections in (000s)
|
2017
|
2016
|
||||||
Domestic wireless subscribers
|
134,218
|
130,445
|
||||||
Mexican wireless subscribers
|
12,606
|
9,213
|
||||||
North American wireless subscribers
|
146,824
|
139,658
|
||||||
North American branded subscribers
|
103,532
|
98,158
|
||||||
North American branded net additions
|
738
|
1,195
|
||||||
Domestic satellite video subscribers
|
21,012
|
20,112
|
||||||
AT&T U-verse® (U-verse) video subscribers
|
4,048
|
5,260
|
||||||
Latin America satellite video subscribers 1
|
13,678
|
12,436
|
||||||
Total video subscribers
|
38,738
|
37,808
|
||||||
Total domestic broadband connections
|
15,695
|
15,764
|
||||||
Network access lines in service
|
13,363
|
15,975
|
||||||
U-verse VoIP connections
|
5,858
|
5,484
|
||||||
Debt ratio 2
|
51.6
|
%
|
51.2
|
%
|
||||
Net debt ratio 3
|
45.8
|
%
|
47.3
|
%
|
||||
Ratio of earnings to fixed charges 4
|
3.80
|
4.22
|
||||||
Number of AT&T employees
|
264,530
|
280,870
|
1 Excludes subscribers of our International segment equity investments in SKY Mexico, in which we own a 41% stake. At December 31, 2016, SKY Mexico had 8.0 million subscribers.
2 Debt ratios are calculated by dividing total debt (debt maturing within one year plus long-term debt) by total capital (total debt plus total stockholders' equity) and do not consider cash available to pay down debt. See our "Liquidity and Capital Resources" section for discussion.
3 Net debt ratios are calculated by deriving total debt (debt maturing within one year plus long-term debt) less cash available by total capital (total debt plus total stockholders' equity).
4 See Exhibit 12.
Segment Results
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. Our segment results presented in Note 4 and discussed below for each segment follow our internal management reporting. We analyze our segments based on Segment Contribution, which consists of operating income, excluding acquisition-related costs and other significant items, and equity in net income (loss) of affiliates for investments managed within each segment. We have four reportable segments: (1) Business Solutions, (2) Entertainment Group, (3) Consumer Mobility and (4) International.
We also evaluate segment performance based on EBITDA and/or EBITDA margin, which is defined as Segment Contribution, excluding equity in net income (loss) of affiliates and depreciation and amortization. We believe EBITDA to be a relevant and useful measurement to our investors as it is part of our internal management reporting and planning processes and it is an important metric that management uses to evaluate operating performance. EBITDA does not give effect to cash used for debt service requirements and thus does not reflect available funds for distributions, reinvestment or other discretionary uses. EBITDA margin is EBITDA divided by total revenues.
22
AT&T INC.
MARCH 31, 2017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share and per subscriber amounts
The Business Solutions segment provides services to business customers, including multinational companies; governmental and wholesale customers; and individual subscribers who purchase wireless services through employer-sponsored plans. We provide advanced IP-based services including Virtual Private Networks (VPN); Ethernet-related products and broadband, collectively referred to as fixed strategic services; as well as traditional data and voice products. We utilize our wireless and wired networks to provide a complete integrated communications solution to our business customers.
The Entertainment Group segment provides video, internet, voice communication, and interactive and targeted advertising services to customers located in the United States or in U.S. territories. We utilize our copper and IP-based wired network and/or our satellite technology.
The Consumer Mobility segment provides nationwide wireless service to consumers, wholesale and resale wireless subscribers located in the United States or in U.S. territories. We utilize our networks to provide voice and data services, including high-speed internet, video and home monitoring services over wireless devices.
The International segment provides entertainment services in Latin America and wireless services in Mexico. Video entertainment services are provided to primarily residential customers using satellite technology. We utilize our regional and national networks in Mexico to provide consumer and business customers with wireless data and voice communication services. Our international subsidiaries conduct business in their local currency, and operating results are converted to U.S. dollars using official exchange rates. Our International segment is subject to foreign currency fluctuations.
Our operating assets are utilized by multiple segments and consist of our wireless and wired networks as well as an international satellite fleet. We manage our assets to provide for the most efficient, effective and integrated service to our customers, not by segment, and therefore asset information and capital expenditures by segment are not presented. Depreciation is allocated based on asset utilization by segment.
Business Solutions
|
||||||||||||
Segment Results
|
||||||||||||
First Quarter
|
||||||||||||
2017
|
2016
|
Percent Change
|
||||||||||
Segment operating revenues
|
||||||||||||
Wireless service
|
$
|
7,929
|
$
|
7,855
|
0.9
|
%
|
||||||
Fixed strategic services
|
2,974
|
2,751
|
8.1
|
|||||||||
Legacy voice and data services
|
3,630
|
4,373
|
(17.0
|
)
|
||||||||
Other service and equipment
|
817
|
859
|
(4.9
|
)
|
||||||||
Wireless equipment
|
1,498
|
1,771
|
(15.4
|
)
|
||||||||
Total Segment Operating Revenues
|
16,848
|
17,609
|
(4.3
|
)
|
||||||||
Segment operating expenses
|
||||||||||||
Operations and support
|
10,176
|
10,802
|
(5.8
|
)
|
||||||||
Depreciation and amortization
|
2,312
|
2,508
|
(7.8
|
)
|
||||||||
Total Segment Operating Expenses
|
12,488
|
13,310
|
(6.2
|
)
|
||||||||
Segment Operating Income
|
4,360
|
4,299
|
1.4
|
|||||||||
Equity in Net Income of Affiliates
|
-
|
-
|
-
|
|||||||||
Segment Contribution
|
$
|
4,360
|
$
|
4,299
|
1.4
|
%
|
23
AT&T INC.
MARCH 31, 2017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share and per subscriber amounts
The following tables highlight other key measures of performance for the Business Solutions segment:
March 31,
|
|
|||||||||||
(in 000s)
|
2017
|
2016
|
Percent Change
|
|||||||||
Business Wireless Subscribers
|
||||||||||||
Postpaid/Branded
|
50,839
|
48,844
|
4.1
|
%
|
||||||||
Reseller
|
76
|
64
|
18.8
|
|||||||||
Connected devices 1
|
31,439
|
26,863
|
17.0
|
|||||||||
Total Business Wireless Subscribers
|
82,354
|
75,771
|
8.7
|
|||||||||
Business IP Broadband Connections
|
980
|
928
|
5.6
|
%
|
||||||||
1 Includes data-centric devices such as session-based tablets, monitoring devices and automobile systems. Excludes postpaid tablets.
|
First Quarter
|
||||||||||||
2017
|
2016
|
|
||||||||||
(in 000s)
|
Percent Change
|
|||||||||||
Business Wireless Net Additions 1, 4
|
||||||||||||
Postpaid/Branded
|
(125
|
)
|
133
|
-
|
%
|
|||||||
Reseller
|
6
|
(22
|
)
|
-
|
||||||||
Connected devices 2
|
2,553
|
1,578
|
61.8
|
|||||||||
Business Wireless Net Subscriber Additions
|
2,434
|
1,689
|
44.1
|
|||||||||
Business Wireless Postpaid Churn 1, 3, 4
|
1.07
|
%
|
1.02
|
%
|
5 BP
|
|||||||
Business IP Broadband Net Additions
|
4
|
17
|
(76.5
|
)%
|
||||||||
1 Excludes migrations between AT&T segments and/or subscriber categories and acquisition-related additions during the period.
|
||||||||||||
2 Includes data-centric devices such as session-based tablets, monitoring devices and automobile systems. Excludes postpaid tablets.
|
||||||||||||
3 Calculated by dividing the aggregate number of wireless subscribers who canceled service during a period divided by the total number of wireless subscribers at the beginning of that period. The churn rate for the period is equal to the average of the churn rate for each month of that period.
|
||||||||||||
4 2017 excludes the impact of the 2G shutdown, which was reflected in beginning of period subscribers.
|
Operating Revenues decreased $761, or 4.3%, in the first quarter of 2017. Revenue declines reflect technological shifts away from legacy products, as well as decreasing wireless equipment revenues resulting from changes in customer buying habits. Our second-quarter 2016 sale of certain hosting operations also negatively impacted revenue comparability. These decreases were partially offset by continued growth in wireless services and fixed strategic services, which represent 40% of non-wireless revenues.
Wireless service revenues increased $74, or 0.9%, in the first quarter of 2017. The revenue increase is primarily due to the migration of customers from our Consumer Mobility segment.
At March 31, 2017, we served 82.4 million subscribers, an increase of 8.7% from the prior year. Postpaid subscribers increased 4.1% from the prior year reflecting the addition of new customers as well as migrations from our Consumer Mobility segment, partially offset by continuing competitive pressures in the industry. Connected devices, which have lower average revenue per average subscriber (ARPU) and churn, increased 17.0% from the prior year reflecting growth in our connected car business and other data centric devices that utilize the network to connect and control physical devices using embedded computing systems and/or software, commonly called the Internet of Things (IoT).
24
AT&T INC.
MARCH 31, 2017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share and per subscriber amounts
The effective management of subscriber churn is critical to our ability to maximize revenue growth and to maintain and improve margins. In the first quarter, business wireless postpaid churn increased to 1.07% in 2017 from 1.02% in 2016.
Fixed strategic services revenues increased $223, or 8.1%, in the first quarter of 2017. Our revenues increased in the first quarter of 2017 primarily due to: Ethernet of $73; Dedicated Internet services of $59; IP Broadband, Voice, and Video of $44; and VoIP of $43.
Legacy wired voice and data service revenues decreased $743, or 17.0%, in the first quarter of 2017. Legacy voice billings in the first quarter of 2017 decreased $402 and traditional data billings decreased $341. The decreases were primarily due to lower demand, as customers continue to shift to our more advanced IP-based offerings or to competitors, and the sale of certain hosting operations in 2016.
Wireless equipment revenues decreased $273, or 15.4%, in the first quarter of 2017. The decrease in the first quarter was primarily due to decreases in handset upgrades.
Operations and support expenses decreased $626, or 5.8%, in the first quarter of 2017. Operations and support expenses consist of costs incurred to provide our products and services, including costs of operating and maintaining our networks and personnel costs, such as compensation and benefits.
Decreased operations and support expenses in the first quarter were primarily due to lower wireless equipment sales and upgrade transactions, which decreased equipment costs $248, and efforts to automate and digitize our support activities, which improved results approximately $170. Expense reductions also reflect lower USF rates, contributing to a $77 reduction in USF fees, and fewer traffic compensation and wireless interconnect costs, resulting in a $51 decline in access and interconnect costs.
Depreciation expense decreased $196, or 7.8%, in the first quarter of 2017. The decreases were primarily due to our fourth-quarter 2016 change in estimated useful lives and salvage value of certain network assets. Also contributing to lower depreciation expenses were network assets becoming fully depreciated, partially offset by ongoing capital spending for network upgrades and expansion.
Operating income increased $61, or 1.4%, in the first quarter of 2017. Our Business Solutions segment operating income margin in the first quarter increased from 24.4% in 2016 to 25.9% in 2017. Our Business Solutions EBITDA margin in the first quarter increased from 38.7% in 2016 to 39.6% in 2017.
25
AT&T INC.
MARCH 31, 2017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share and per subscriber amounts
Entertainment Group
|
||||||||||||
Segment Results
|
||||||||||||
First Quarter
|
||||||||||||
2017
|
2016
|
Percent Change
|
||||||||||
Segment operating revenues
|
||||||||||||
Video entertainment
|
$
|
9,020
|
$
|
8,904
|
1.3
|
%
|
||||||
High-speed internet
|
1,941
|
1,803
|
7.7
|
|||||||||
Legacy voice and data services
|
1,056
|
1,313
|
(19.6
|
)
|
||||||||
Other service and equipment
|
606
|
638
|
(5.0
|
)
|
||||||||
Total Segment Operating Revenues
|
12,623
|
12,658
|
(0.3
|
)
|
||||||||
Segment operating expenses
|
||||||||||||
Operations and support
|
9,601
|
9,578
|
0.2
|
|||||||||
Depreciation and amortization
|
1,419
|
1,488
|
(4.6
|
)
|
||||||||
Total Segment Operating Expenses
|
11,020
|
11,066
|
(0.4
|
)
|
||||||||
Segment Operating Income
|
1,603
|
1,592
|
0.7
|
|||||||||
Equity in Net Income (Loss) of Affiliates
|
(6
|
)
|
3
|
-
|
||||||||
Segment Contribution
|
$
|
1,597
|
$
|
1,595
|
0.1
|
%
|
The following tables highlight other key measures of performance for the Entertainment Group segment:
March 31,
|
||||||||||||
(in 000s)
|
2017
|
2016
|
Percent Change
|
|||||||||
Linear Video Connections
|
||||||||||||
Satellite
|
21,012
|
20,112
|
4.5
|
%
|
||||||||
U-verse
|
4,020
|
5,232
|
(23.2
|
)
|
||||||||
Total Linear Video Connections
|
25,032
|
25,344
|
(1.2
|
)
|
||||||||
Broadband Connections
|
||||||||||||
IP
|
13,130
|
12,542
|
4.7
|
|||||||||
DSL
|
1,164
|
1,749
|
(33.4
|
)
|
||||||||
Total Broadband Connections
|
14,294
|
14,291
|
-
|
|||||||||
Retail Consumer Switched Access Lines
|
5,533
|
6,888
|
(19.7
|
)
|
||||||||
U-verse Consumer VoIP Connections
|
5,470
|
5,225
|
4.7
|
|||||||||
Total Retail Consumer Voice Connections
|
11,003
|
12,113
|
(9.2
|
)%
|
26
AT&T INC.
MARCH 31, 2017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share and per subscriber amounts
First Quarter
|
||||||||||||
2017
|
2016
|
Percent Change
|
||||||||||
(in 000s)
|
||||||||||||
Linear Video Net Additions 1
|
||||||||||||
Satellite
|
-
|
328
|
-
|
%
|
||||||||
U-verse
|
(233
|
)
|
(382
|
)
|
39.0
|
|||||||
Linear Net Video Additions
|
(233
|
)
|
(54
|
)
|
-
|
|||||||
Broadband Net Additions
|
||||||||||||
IP
|
242
|
186
|
30.1
|
|||||||||
DSL
|
(127
|
)
|
(181
|
)
|
29.8
|
|||||||
Net Broadband Additions
|
115
|
5
|
-
|
%
|
||||||||
1 Includes disconnections for customers that migrated to DIRECTV NOW.
|
Operating revenues decreased $35, or 0.3%, in the first quarter of 2017, largely due to lower revenues from legacy voice and data products, substantially offset by growth in revenues from consumer IP broadband and satellite video services.
As consumers continue to demand more mobile access to video, we provide streaming access to our subscribers, including mobile access for existing satellite and U-verse subscribers. In November 2016, we launched DIRECTV NOW, our newest video streaming option that does not require either satellite or U-verse service (commonly called over-the-top video service).
Video entertainment revenues increased $116, or 1.3%, in the first quarter of 2017, primarily due to a 1.8% increase in average revenue per linear video connection. Our continued focus on satellite service and the lower marginal content costs associated with those subscribers contributed to increased video revenue. However, this strategy contributed to lower U-verse video revenue and connections. More than 80% of our linear video subscribers are on the DIRECTV platform. Our decline in linear video connections for the first quarter of 2017 reflects, in part, the migration of satellite customers to DIRECTV NOW. Churn rose for subscribers with linear video only service, partially reflecting annual content cost increases.
High-speed internet revenues increased $138, or 7.7%, in the first quarter of 2017. When compared to 2016, IP broadband subscribers increased 4.7%, to 13.1 million subscribers at March 31, 2017, reflecting higher IP broadband net additions. Also contributing to higher revenues was a 3.3% increase in average revenue per IP broadband connection.
To compete more effectively against other broadband providers, we continued to deploy our all-fiber, high-speed wireline network, which has improved customer retention rates in those areas.
Legacy voice and data service revenues decreased $257, or 19.6%, in the first quarter of 2017. For the quarter ended March 31, 2017, legacy voice and data services represented approximately 8% of our total Entertainment Group revenue compared to 10% at March 31, 2016, and reflect decreases of $174 in local voice and long-distance, and $83 in traditional data billings. The decreases reflect the continued migration of customers to our more advanced IP-based offerings or to competitors. At March 31, 2017, approximately 8% of our broadband connections were DSL compared to 12% at March 31, 2016.
Operations and support expenses increased $23, or 0.2%, in the first quarter of 2017. Operations and support expenses consist of costs associated with providing video content, and expenses incurred to provide our products and services, which include costs of operating and maintaining our networks, as well as personnel charges for compensation and benefits.
Increased operations and support expenses were primarily due to annual content cost increases and the impact of storms and flooding on the West Coast in 2017. Partially offsetting these increases was the impact of our ongoing focus on cost efficiencies and merger synergies, lower employee-related expenses resulting from workforce reductions and lower advertising costs.
27
AT&T INC.
MARCH 31, 2017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share and per subscriber amounts
Depreciation expense decreased $69, or 4.6%, in the first quarter of 2017. The decrease was primarily due to our fourth-quarter 2016 change in estimated useful lives and salvage value of certain assets. Also contributing to lower depreciation expenses were network assets becoming fully depreciated assets. These decreases were offset by ongoing capital spending for network upgrades and expansion.
Operating income increased $11, or 0.7%, in the first quarter of 2017. Our Entertainment Group segment operating income margin in the first quarter increased from 12.6% in 2016 to 12.7% in 2017. Our Entertainment Group segment EBITDA margin in the first quarter decreased from 24.3% in 2016 to 23.9% in 2017.
Consumer Mobility
|
||||||||||||
Segment Results
|
||||||||||||
First Quarter
|
||||||||||||
2017
|
2016
|
Percent Change
|
||||||||||
Segment operating revenues
|
||||||||||||
Service
|
$
|
6,609
|
$
|
6,943
|
(4.8
|
)%
|
||||||
Equipment
|
1,131
|
1,385
|
(18.3
|
)
|
||||||||
Total Segment Operating Revenues
|
7,740
|
8,328
|
(7.1
|
)
|
||||||||
Segment operating expenses
|
||||||||||||
Operations and support
|
4,528
|
4,912
|
(7.8
|
)
|
||||||||
Depreciation and amortization
|
873
|
922
|
(5.3
|
)
|
||||||||
Total Segment Operating Expenses
|
5,401
|
5,834
|
(7.4
|
)
|
||||||||
Segment Operating Income
|
2,339
|
2,494
|
(6.2
|
)
|
||||||||
Equity in Net Income of Affiliates
|
-
|
-
|
-
|
|||||||||
Segment Contribution
|
$
|
2,339
|
$
|
2,494
|
(6.2
|
)%
|
The following tables highlight other key measures of performance for the Consumer Mobility segment:
|
||||||||||||
March 31,
|
|
|||||||||||
(in 000s)
|
2017
|
2016
|
Percent Change
|
|||||||||
Consumer Mobility Subscribers
|
||||||||||||
Postpaid
|
26,510
|
28,294
|
(6.3
|
)%
|
||||||||
Prepaid
|
13,844
|
12,171
|
13.7
|
|||||||||
Branded
|
40,354
|
40,465
|
(0.3
|
)
|
||||||||
Reseller
|
10,549
|
13,313
|