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Rethink Possible
AT&T INC. 2012 ANNUAL REPORT

Table of contents

  • Page 1
    Rethink Possible AT&T Inc. 2012 AnnuAl RepoRT

  • Page 2
    ...Voice/ other wireline data/ Managed IT Services of total revenues grew nearly 6% year over year 53% wireless ReVenue gRowTh excluding Advertising Solutions, AT&T's full-year 2012 revenues grew 2.4 percent versus 2011. 2012 2011 $126.4B $123.4B Reported $127.4B Reported $126.7B STRong eARnIngS...

  • Page 3
    ...10 billion annualized run rate. • Our most advanced business services, which now make up $6.5 billion in annualized revenues, also grew at a double-digit clip. • Overall revenues grew to more than $127 billion, the highest total in our company's history, and adjusted earnings per share increased...

  • Page 4
    ... where advanced communications connect virtually everything and where every aspect of our customers' personal and work lives are more intelligent and immediate, without regard to device or location. How our customers buy things, manage their health, secure their homes, access entertainment, how they...

  • Page 5
    TO OUR InVESTORS AT&T Inc. 3 Randall Stephenson chairman, chief executive officer and president The foundation for all of this is smart, seamless high speed broadband connectivity - delivered by meshed wireless and wired networks. This is the heart of what our company provides. So, what's ...

  • Page 6
    ... Senior executive Vice president-AT&T Technology and network operations. connectivity deeper into our wireline network by year-end 2015, to reach more of our customers where they live and work. • We plan to deploy high speed fiber connections to 1 million additional business customer locations by...

  • Page 7
    ... our achievements in these areas and across our business come from the great talent, dedication and hard work of AT&T's employees. On their behalf, thank you for your continued confidence and support. Sincerely, Randall Stephenson Chairman, Chief Executive Officer and President February 11, 2013

  • Page 8
    Always on the move Always in the know lIVIng MoBIle demand for the mobile Internet has never been higher. And our ability to deliver a seamless mobile Internet experience has never been greater.

  • Page 9
    ...global commercial real estate giant Cushman & Wakefield. AT&T worked with C&W to solve a key challenge: Brokers' time in the office is time away from clients. So AT&T developed a custom app - CWmobile - to deliver highly secure mobile access to the proprietary data brokers need to assist with a sale...

  • Page 10
    ... with credit card companies, banks and merchants to create a nationwide mobile payments platform. It's a simple-to-use system that lets you effortlessly make payments, discover and redeem offers and earn loyalty points. We have trials under way and are planning to expand nationally. spend...

  • Page 11
    ... suggest an alternate route. digital home/u-verse integration Your car's display screens will give you access to the Internet, apps and even your home security and automation and U-verse TV services, enabling you to do everything from checking your home security cameras to programming your DVR. In...

  • Page 12
    ......where they live, work and play. To do that, we're deploying multiple complementary network technologies - small cells, distributed antenna systems (dAS) and wi-Fi. And in late 2012, we accelerated our push to make our wireless network more dense - in a cost-efficient way. Through 2015, we plan to...

  • Page 13
    AT&T Inc. 11

  • Page 14
    ... of improving yours open FoR BuSIneSS Making multinational corporations more mobile. Streamlining voice and data needs for a mom-and-pop shop. Business as usual? hardly. From mobile clouds to custom applications, AT&T is helping businesses of every size be more productive - and connect with more...

  • Page 15
    ... Mexicano expanded to nearly 1,600 employees at 16 locations in the United States and Central America, handling credit card transactions, managing inventory and sharing information with its employees became a challenge. Raymond Fischer, Rosa Mexicano's vice president of real estate and development...

  • Page 16
    ... from managing costs by scaling IT capacity up or down as needed to quickly recovering when disaster strikes - but with a difference. "Think about what happens when a company chooses an AT&T cloud solution. With the right security measures, employees can access email and apps on their mobile devices...

  • Page 17
    ... Institute (HVI), part of Henry Ford Health System in Detroit, Mich. Each image is a little "movie" that requires highly secure storage. But videotapes and DVDs were costly and took up too much space, while large digital files filled hard drives too quickly. And both were difficult to safeguard when...

  • Page 18
    ...monitoring a home repair contractor from your office or programming your dVR from the bus, making your home life an integral part of your mobile life is just another way we're transforming how you live. And it's all made possible thanks to the seamless connectivity our products and services provide.

  • Page 19
    ...Hot Spot network - at no extra charge. • Watch TV virtually anywhere in your home - or even in your backyard - with our fully integrated wireless receiver. • Catch hit TV shows when and where you want - even on your smartphone or tablet - with Uverse.com and U-verse apps. • Use your smartphone...

  • Page 20
    ... and secure their homes from a smartphone, tablet or pc. connected devices in nearly every room automate the home. And homeowners can customize the solution by choosing the features that best fit their needs." wireless cameras 1 let you make sure your kids are studying even if you're working late...

  • Page 21
    AT&T Inc. 19 3 1 4 2 5

  • Page 22
    We don't ask if, We ask how FuTuRe FIRST A steering wheel that keeps drivers on course. A process that turns ideas into prototypes in less than a month. Innovation is accelerating our ability to deliver the future first.

  • Page 23
    ... Labs spend their lives developing new technologies to help people live better and businesses perform better. And today's ubiquitous wireless connectivity gives us more opportunities to do this than ever before. So after AT&T rolled out the "It Can Wait" campaign to discourage distracted driving, AT...

  • Page 24
    ... we can use TIP to engage our employees to identify new costsaving opportunities in our business. Or challenge developers to help us find ways to address the U.S. education crisis. The best is yet to come." We're collaborating to develop amazing new applications and services for our customers. And...

  • Page 25
    ... a month we were testing prototypes. Today we're deploying SOn across AT&T's network. Based on network data, SOn helps us efficiently manage traffic and improves the customer experience by reducing dropped calls by 10 percent. u-verse Video Bill In another Fast Pitch session, video software startup...

  • Page 26
    ... connecting more people in more ways isn't limited to network improvements and product innovations. Just ask the returning veterans we now call colleagues. or the teens we discourage from texting behind the wheel. For them, improving the quality of life in the communities we serve is another area...

  • Page 27
    ... skills in real time and makes it easy to save, record and graph students' scores and share them with educators and parents. AT&T has hosted several more education hackathons, and we're especially excited to see students engaging in the process. At a hackathon in Plano, Tex., five local high school...

  • Page 28
    ...a whole new level in 2012, challenging all Americans to join our 240,000 employees in making a lifelong commitment to never text while driving. To date, the campaign has inspired more than 1.2 million "no Text on Board" pledges. we're also collaborating with wireless device makers and app developers...

  • Page 29
    AT&T Inc. 27

  • Page 30
    ...AT&T calling cards in care packages. That let me talk with my family when I needed it the most," says Derrik. "So when I got back to the United States and heard AT&T was hiring veterans, I decided I wanted to be part of this company." "AT&T has a nearly century-long history of supporting active-duty...

  • Page 31
    ... Consolidated Financial Statements Notes to Consolidated Financial Statements Report of Management Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting Board of Directors Executive Officers 30...

  • Page 32
    ... to current-period reporting methodology. Earnings were not sufficient to cover fixed charges in 2008. The deficit was $943. The number presented represents 100% of AT&T Mobility wireless subscribers. 4 Broadband connections include in-region DSL lines, in-region U-verse High Speed Internet access...

  • Page 33
    ... in 2011. The increases in 2012 and 2011 are primarily due to growth in wireless service and equipment revenues and higher wireline data revenues from U-verse and strategic business services. Growth in the wireless subscriber base and the increasing percentage of subscribers using smartphones also...

  • Page 34
    ... of Financial Condition and Results of Operations (continued) Dollars in millions except per share amounts Cost of services and sales expenses increased $379, or 0.7%, in 2012 and $4,579, or 9.1%, in 2011. The increase in 2012 resulted from increased wireline costs attributable to growth in U-verse...

  • Page 35
    ...segment uses our regional, national and global network to provide consumer and business customers with landline voice and data communications services, U-verse high-speed broadband, video, voice services, and managed networking to business customers. Additionally, we receive commissions on sales of...

  • Page 36
    ... of service plans. Our handset offerings include at least 16 smartphones (handsets with voice and data capabilities using an advanced operating system to better manage data and Internet access) from nine manufacturers. As technology evolves, rapid changes are occurring in the handset and device...

  • Page 37
    ... contract, which includes discounted handsets and early termination fees. As of December 31, 2012, about 90% of our postpaid smartphone subscribers are on FamilyTalk® plans (family plans), Mobile Share plans or business discount plans (discount plans), which provide for service on multiple devices...

  • Page 38
    ... 21.0%, in 2011. The increases were primarily due to the increased number of subscribers using smartphones and data-centric devices, such as eReaders, tablets, and mobile navigation devices. Data service revenues accounted for approximately 43.8% of our wireless service revenues in 2012, compared to...

  • Page 39
    ... Wireless (Alltel) subscribers, increased equipment costs $2,816 and related commission expenses $1,079. • Network system, interconnect, and long-distance costs increased $1,356 due to higher network traffic, higher recurring personnel-related network support costs in conjunction with our network...

  • Page 40
    ...At December 31, 2012, more residential customers subscribed to our U-verse High Speed Internet services than our traditional DSL offering. • Strategic business services, which include Ethernet, Virtual Private Networks (VPN), Hosting, IP Conferencing and application services, increased $753, or 13...

  • Page 41
    ..., Telephone and Video Connections Summary Our broadband, switched access lines and other services provided by our local exchange telephone subsidiaries at December 31, 2012, 2011, and 2010 are shown below and trends are addressed throughout this segment discussion. Percent Change (in 000s) 2012 2011...

  • Page 42
    ... to exchange-rate changes in the value of the respective local currencies. Our equity in net income of affiliates by major investment is listed below: 2012 2011 2010 of growth to be wireless services, especially in sales of and increases in data usage on smartphones and emerging devices (such...

  • Page 43
    ... innovative home monitoring service (Digital Life), ISIS and other car-related security and entertainment services. We cover most major metropolitan areas of the United States with our Universal Mobile Telecommunications System/ High-Speed Downlink Packet Access (HSPA) and HSPA+ network technology...

  • Page 44
    ...verse High Speed Internet and TV services. As of December 31, 2012, we are marketing U-verse services to approximately 24.5 million customer locations (locations eligible to receive U-verse service). As of December 31, 2012, we had 8.0 million total U-verse subscribers (high-speed Internet and video...

  • Page 45
    ... terminate their traditional local wireline service and use competitive wireless and Internet-based services, intensifying a pre-existing trend toward wireless and Internet use. In most markets, we compete, often on pricing of bundled services, with large cable companies, such as Comcast Corporation...

  • Page 46
    ...on plan assets is calculated using the actual fair value of plan assets. If all other factors were to remain unchanged, we expect that a 0.50% decrease in the actual long-term rate of return would cause 2013 combined pension and postretirement cost to increase $260, which under our accounting policy...

  • Page 47
    ... Weighted Average Cost of Capital (WACC) rate for each reporting unit. The market multiple approach uses a multiple of a company's Earnings Before Interest, Taxes, and Depreciation and Amortization expenses (EBITDA). We determined the multiples of the publicly traded companies whose services...

  • Page 48
    ...of the network, subscriber base and other critical inputs of the discounted cash flow model, on a combination of average marketplace participant data and our historical results, trends and business plans. We also used operating metrics such as capital investment per subscriber, acquisition costs per...

  • Page 49
    ... the FCC's rules by collecting Universal Service Fees on certain services not subject to such fees, including Internet access service provided over wireless handsets commonly called "smartphones" and wireless data cards, as well as collecting certain other state and local fees. Plaintiffs define...

  • Page 50
    ... except per share amounts expand our wireline IP broadband network to additional residential and small-business customer locations to cover approximately 75 percent of all such customer locations in our 22-state wireline service area by year-end 2015. This project is intended to support new revenue...

  • Page 51
    ... the sale of securities, net of investments. Virtually all of our capital expenditures are spent on our wireless and wireline networks, our U-verse services and support systems for our communications services. Capital expenditures, excluding interest during construction, decreased $645 from 2011 and...

  • Page 52
    ...repurchases under the July 2012 authorization as early as mid-year. We plan to fund our 2013 financing activities through a combination of cash from operations and debt issuances. The timing and mix of debt issuance will be guided by credit market conditions and interest rate trends. The emphasis of...

  • Page 53
    ... 2012, we filed an application with the U.S. Department of Labor (DOL) for approval to contribute a preferred equity interest in our Mobility business to the trust used to pay pension benefits under plans sponsored by AT&T. The preferred interest does not have any voting rights, has a fair market...

  • Page 54
    ...contracts (cross-currency swaps). We do not use derivatives for trading or speculative purposes. We do not foresee significant changes in the strategies we use to manage market risk in the near future. Interest Rate Risk The majority of our financial instruments are medium- and long-term fixed-rate...

  • Page 55
    ...receive (pay) if we had exited the contracts as of December 31, 2012. Maturity 2013 2014 2015 2016 2017 Thereafter Total Fair Value 12/31/2012 Interest Rate Derivatives Interest Rate Swaps: Receive Fixed/Pay Variable Notional Amount Maturing Weighted-Average Variable Rate Payable1 Weighted-Average...

  • Page 56
    ... small businesses in the United States and to larger businesses throughout the world. Current economic conditions in the United States have adversely affected our customers' demand for and ability to pay for existing services, especially local landline service, and their interest in purchasing new...

  • Page 57
    ... returns, medical costs and interest rates are worse than those previously assumed, our costs will increase. The Financial Accounting Standards Board (FASB) requires companies to recognize the funded status of defined benefit pension and postretirement plans as an asset or liability in our statement...

  • Page 58
    ...of our service areas and compete for customers based principally on service/device offerings, price, call quality, coverage area and customer service. In addition, we are facing growing competition from providers offering services using alternative wireless technologies and IP-based networks as well...

  • Page 59
    ... of network or IT security that affect our wireline and wireless networks, including telephone switching offices, microwave links, third-party-owned local and long-distance networks on which we rely, our cell sites or other equipment, or our customer account support and information systems, could...

  • Page 60
    ... proceedings, including proceedings relating to Interconnection terms, access charges, universal service, unbundled network elements and resale and wholesale rates; broadband deployment including our U-verse services; net neutrality; performance measurement plans; service standards; and intercarrier...

  • Page 61
    Consolidated Statements of Income Dollars in millions except per share amounts 2012 2011 2010 Operating Revenues Wireless service Data Voice Directory Other Total operating revenues Operating Expenses Cost of services and sales (exclusive of depreciation and amortization shown separately below) ...

  • Page 62
    ... Income Dollars in millions 2012 2011 2010 Net income Other comprehensive income, net of tax: Foreign currency translation adjustments (includes $0, $(1) and $3 attributable to noncontrolling interest), net of taxes of $48, $66 and $146 Net unrealized gains (losses) on available-for-sale securities...

  • Page 63
    ... 31, 2012 2011 Assets Current Assets Cash and cash equivalents Accounts receivable - net of allowances for doubtful accounts of $547 and $878 Prepaid expenses Deferred income taxes Other current assets Total current assets Property, Plant and Equipment - Net Goodwill Licenses Customer Lists and...

  • Page 64
    ...Financing Activities Net change in short-term borrowings with original maturities of three months or less Issuance of long-term debt Repayment of long-term debt Purchase of treasury stock Issuance of treasury stock Dividends paid Other Net Cash Used in Financing Activities Net increase (decrease) in...

  • Page 65
    ...Dollars and shares in millions except per share amounts 2012 Shares Amount Shares 2011 Amount Shares 2010 Amount Common Stock Balance at beginning of year Issuance of stock Balance at end of year Additional Paid-In Capital Balance at beginning of year Issuance of treasury stock Share-based payments...

  • Page 66
    ... December 31, 2012, we held $482 in cash and $4,386 in money market funds and other cash equivalents. Revenue Recognition Revenues derived from wireless, local telephone, long distance, data and video services are recognized when services are provided. This is based upon either usage (e.g., minutes...

  • Page 67
    ... market (determined using current replacement cost) were $888 as of December 31, 2012, and $1,082 as of December 31, 2011. The remainder of our inventory includes new and reusable supplies and network equipment of our local telephone operations, which are stated principally at average original cost...

  • Page 68
    Notes to Consolidated Financial Statements (continued) Dollars in millions except per share amounts a discounted cash flow approach on a presumed royalty rate derived from the revenues related to the brand name. The fair value measurements used are considered Level 3 under the Fair Value ...

  • Page 69
    ... uses our regional, national and global network to provide consumer and business customers with landline voice and data communications services, AT&T U-verse® high-speed broadband, video and voice services and managed networking to business customers. Additionally, we receive commissions on sales...

  • Page 70
    ... to Consolidated Financial Statements (continued) Dollars in millions except per share amounts In the following tables, we show how our segment results are reconciled to our consolidated results reported. Segment Results, including a reconciliation to AT&T consolidated results, for 2012, 2011, and...

  • Page 71
    ... 1.6 million subscribers in 79 service areas across 18 states. Centennial In December 2010, we completed our acquisition accounting of Centennial Communications Corporation (Centennial), which included net assets of $1,518 in goodwill, $655 in FCC licenses, and $449 in customer lists and other...

  • Page 72
    ... is summarized as follows at December 31: Lives (years) 2012 2011 Land Buildings and improvements Central office equipment1 Cable, wiring and conduit Other equipment Software Under construction Accumulated depreciation and amortization Property, plant and equipment - net 1 - 10-45 3-10 10-50 5-20...

  • Page 73
    ..., 2010. Amortization expense is estimated to be $667 in 2013, $348 in 2014, $218 in 2015, $123 in 2016, and $57 in 2017. In 2012, we wrote off approximately $191 in fully amortized intangible assets (primarily patents) and $3,187 of customer lists due to the sale of our Advertising Solutions segment...

  • Page 74
    ..., 2012 and 2011. At December 31, 2012 the fair value of our investment in América Móvil, based on the equivalent value of América Móvil L shares was $8,380. Debt Refinancing During 2012, we received net proceeds of $13,486, from the issuance of $13,569 in long-term debt with an average weighted...

  • Page 75
    ...six months, as applicable, plus (ii) the Applicable Margin. The Applicable Margin for both agreements will equal 0.565% per annum if our unsecured long-term debt is rated at least A+ by Standard & Poor's (S&P) or Fitch, Inc. (Fitch) or A1 by Moody's Investors Service (Moody's). The Applicable Margin...

  • Page 76
    ...fair values of our available-for-sale securities were 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...

  • Page 77
    ... current assets. Derivative Financial Instruments We employ derivatives 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...

  • Page 78
    ...income statement. In the years ended December 31, 2012, and December 31, 2011, no ineffectiveness was measured. Collateral and Credit-Risk Contingency We have entered into agreements with our derivative counterparties establishing collateral thresholds based on respective credit ratings and netting...

  • Page 79
    ... and 2011, relate primarily to state net operating loss and state credit carryforwards. We recognize the financial statement effects of a tax return position when it is more likely than not, based on the technical merits, that the position will ultimately be sustained. For tax positions that meet...

  • Page 80
    ... into the pension benefit formula, including estimates of the average life of employees/survivors and average years of service rendered. It is measured based on assumptions concerning future interest rates and future employee compensation levels. Federal: Current Deferred - net State, local and...

  • Page 81
    ... our consolidated balance sheets at December 31 are listed below: Pension Benefits 2012 2011 Postretirement Benefits 2012 2011 Current portion of employee benefit obligation1 Employee benefit obligation2 Net amount recognized 1 2 Prior service credits included in our accumulated OCI that have not...

  • Page 82
    ... benefit cost, we used the following significant weighted-average assumptions: 2012 2011 2010 Discount rate for determining projected benefit obligation at December 31 Discount rate in effect for determining net cost Long-term rate of return on plan assets Composite rate of compensation increase...

  • Page 83
    ...to our pension plans for 2013 of approximately $300. In October 2012, we filed an application with the U.S. Department of Labor (DOL) for approval to make a voluntary contribution of a preferred equity interest in our Mobility business to the trust used to pay qualified pension benefits, under plans...

  • Page 84
    ...the last business day of the year. If no sale was reported on that date, they are valued at the last reported bid price. 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...

  • Page 85
    ... bond based on external market data, including the current credit rating for the bonds, credit spreads to Treasuries for each credit rating, sector add-ons or credits, issue specific add-ons or credits as well as call or other options. Purchases and sales of securities are recorded as of the trade...

  • Page 86
    ...and other bonds and notes Government and municipal bonds Private equity funds Real estate and real assets Commingled funds Securities lending collateral Receivable for variation margin Assets at fair value Investments sold short and other liabilities at fair value Total plan net assets at fair value...

  • Page 87
    The tables below set forth a summary of changes in the fair value of the Level 3 pension and postretirement assets for the year ended December 31, 2012: Fixed Income Funds Private Equity Funds Real Estate and Real Assets Pension Assets Equities Total Balance at beginning of year Realized gains (...

  • Page 88
    ... and other bonds and notes Government and municipal bonds Commingled funds Private equity assets Real assets Securities lending collateral Receivable for foreign exchange contracts Assets at fair value Foreign exchange contracts payable Liabilities at fair value Total plan net assets at fair value...

  • Page 89
    ...deferral plans, some of which include a corresponding match by us based on a percentage of the compensation deferral. We use the same significant assumptions for the discount rate and composite rate of compensation increase used in determining the projected benefit obligation and the net pension and...

  • Page 90
    ... the savings plans is fulfilled with purchases of our stock on the open market or company cash. Benefit cost is based on the cost of shares or units allocated to participating employees' accounts and was $634, $636 and $607 for the years ended December 31, 2012, 2011 and 2010. NOTE 12. SHARE-BASED...

  • Page 91
    ... of outstanding options or upon vesting of performance stock units or other nonvested stock units) to officers, employees and directors pursuant to these various plans. The compensation cost that we have charged against income for our share-based payment arrangements was as follows: 2012 2011 2010...

  • Page 92
    ... 2012, we entered into a new national four-year contract covering only benefits with the approximately 40,000 employees in our mobility business; contracts covering wages and other non-benefit working terms for these mobility employees are structured on a regional basis and one regional contract...

  • Page 93
    ... in weighted-average common shares for the quarters versus the weighted-average common shares for the year. Includes an actuarial loss on pension and postretirement benefit plans (Note 11). 2011 Calendar Quarter First Second Third Fourth2 Annual Total Operating Revenues Operating Income (Loss) Net...

  • Page 94
    ... the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an attestation report on the company's internal control over financial reporting. Randall Stephenson Chairman of the Board, Chief Executive Officer and President John...

  • Page 95
    ...2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States...

  • Page 96
    ... control over financial reporting as of December 31, 2012, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2012 and 2011, and the...

  • Page 97
    ... Director since June 2012 Background: Telecommunications Joyce M. Roché, 65 (3,6) Retired President and Chief Executive Officer Girls Incorporated Director since 1998 Southern New England Telecommunications Director 1997-1998 Background: Marketing Committees of the Board: (1) Audit (2) Corporate...

  • Page 98
    ... Global Marketing Officer Andy Geisse, 56 Chief Executive OfficerAT&T Business Solutions John Stephens, 53 Senior Executive Vice President and Chief Financial Officer Bill Blase Jr., 57 Senior Executive Vice PresidentHuman Resources Ralph de la Vega, 61 President and Chief Executive Officer, AT...

  • Page 99
    ... members of the professional financial community may contact the Investor Relations staff as listed on our website at www.att.com/investor.relations Stock Trading Information AT&T Inc. is listed on the New York Stock Exchange. Ticker symbol: T written Stockholder Requests Please mail all account...

  • Page 100
    AT&T Inc. 208 S. Akard St. dallas, TX 75202 att.com