EX-99.2

EX-99.2 4 d782162dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

COMBINED FINANCIAL STATEMENTS (UNAUDITED)

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Six Months Ended June 30, 2014 and 2013

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Combined Financial Statements (Unaudited)

Six Months Ended June 30, 2014 and 2013

Contents



Combined Financial Statements

Combined Statements of Income (Unaudited)			1
Combined Balance Sheets (Unaudited)			2
Combined Statements of Cash Flows (Unaudited)			3
Combined Statements of Changes in Parent’s Equity (Unaudited)			4
Notes to Combined Financial Statements (Unaudited)			5

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Combined Statements of Income (Unaudited)

(In Thousands)


	Six Months Ended June 30						Three Months Ended June 30
	2014			2013			2014			2013

Operating revenues (including revenue from affiliates of $129,951 and $120,160 for the six months ended and $63,619 and $50,145 for the three months ended June 30, 2014 and 2013, respectively):
Voice	$	213,039		$	238,693		$	105,111		$	118,163
Data		410,828			398,322			206,616			202,175
Other		55,928			59,892			26,447			30,559

Total operating revenues		679,795			696,907			338,174			350,897

Operating expenses:
Cost of services and sales (including costs charged by affiliates of $129,259 and $106,411 for the six months ended and $67,955 and $56,510 for the three months ended June 30, 2014 and 2013, respectively)		290,265			271,217			148,472			140,478
Selling, general, and administrative		222,379			214,524			105,874			103,228
Depreciation and amortization		78,738			81,487			39,750			41,114

Total operating expenses		591,382			567,228			294,096			284,820


Operating income		88,413			129,679			44,078			66,077

Other (expense) income:
Interest expense		(439	)		(414	)		(184	)		(268	)
Other income, net		496			1,099			270			905

Total other income		57			685			86			637


Income before income taxes		88,470			130,364			44,164			66,714

Income tax expense		33,983			50,255			18,305			26,904

Net income	$	54,487		$	80,109		$	25,859		$	39,810

The accompanying notes are an integral part of these unaudited combined financial statements.

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Combined Balance Sheets

(In Thousands)


	June 30, 2014		December 31, 2013
	(Unaudited)
Assets
Current assets:
Accounts receivable, net of allowance for uncollectibles of $5,833 and $5,425	$	113,655	$	118,592
Accounts receivable from affiliates		14,985		37,035
Current deferred income taxes		25,229		29,254
Other current assets		4,374		5,120

Total current assets		158,243		190,001

Net property, plant, and equipment		1,309,833		1,318,568

Other assets:
Noncurrent deferred income taxes		35,884		18,525
Other assets		18,683		18,121

Total other assets		54,567		36,646

Total assets	$	1,522,643	$	1,545,215


Liabilities and parent’s equity
Current liabilities:
Accounts payable to affiliates	$	175,995	$	143,869
Accounts payable and accrued expenses		33,600		37,536
Advance billings and customer deposits		36,526		36,274
Accrued compensated absences		7,377		7,527
Other current liabilities		5,292		6,172

Total current liabilities		258,790		231,378

Deferred credits and other noncurrent liabilities:
Noncurrent unrecognized tax benefits		68,879		66,138
Unamortized investment tax credits		2,734		2,897
Other noncurrent liabilities and deferred credits		25,137		22,021

Total deferred credits and other noncurrent liabilities		96,750		91,056

Commitments and contingencies

Parent’s equity		1,167,103		1,222,781

Total liabilities and parent’s equity	$	1,522,643	$	1,545,215

The accompanying notes are an integral part of these unaudited combined financial statements.

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Combined Statements of Cash Flows (Unaudited)

(In Thousands)


	Six Months Ended June 30
	2014			2013
Operating activities
Net income	$	54,487		$	80,109
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		78,738			81,487
Provision for uncollectible accounts		2,828			2,062
Pension costs funded by parent		836			8,200
Deferred income taxes		(13,334	)		(3,265	)
Changes in operating assets and liabilities:
Accounts receivable		2,109			(16,454	)
Accounts receivable from affiliates		22,050			19,006
Other current assets		746			(53	)
Accounts payable to affiliates		32,126			(44,417	)
Accounts payable and accrued liabilities		(4,714	)		(15,717	)
Other, net		190			3,169

Net cash provided by operating activities		176,062			114,127

Investing activities
Construction and capital expenditures		(75,247	)		(65,404	)
Proceeds from sales of assets to affiliates		10,186			7,858

Net cash used in investing activities		(65,061	)		(57,546	)

Financing activities
Distribution to parent, net		(111,001	)		(56,581	)

Net cash used in financing activities		(111,001	)		(56,581	)


Net change in cash and cash equivalents
Cash and cash equivalents, beginning of period		—			—

Cash and cash equivalents, end of period	$	—		$	—


Cash paid during the six months ended
Income tax	$	11		$	42

Interest	$	554		$	505

The accompanying notes are an integral part of these unaudited combined financial statements.

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Combined Statements of Changes in Parent’s Equity (Unaudited)

(In Thousands)


Balance at January 1, 2013	$	1,170,812
Net income		237,636
Pension gains funded by parent		(113,405	)
Distribution to parent, net		(72,262	)

Balance at December 31, 2013		1,222,781
Net income		54,487
Pension costs funded by parent		836
Distribution to parent, net		(111,001	)

Balance at June 30, 2014	$	1,167,103

The accompanying notes are an integral part of these unaudited combined financial statements.

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Notes to Combined Financial Statements (Unaudited)

June 30, 2014

1. Business and Basis of Presentation

AT&T Connecticut Wireline Operations (the Business) comprises the combined operations of The Southern New England Telephone Company (SNET); SNET America, Inc.; and Direct Broadcast Satellite. Both SNET and SNET America, Inc. are wholly owned subsidiaries of AT&T Inc. (AT&T) and comprise AT&T’s wireline operations business unit in Connecticut. The Business provides telecommunications services in Connecticut, including local telephone, long distance, data, and video services.

On December 16, 2013, AT&T announced entry into a stock purchase agreement with Frontier Communications Corporation (Frontier Communications), a Delaware corporation, to sell the Business for $2.0 billion in cash through the purchase of all the outstanding shares in AT&T’s wholly owned subsidiaries SNET and SNET America, Inc. The transaction is subject to review by the U.S. Department of Justice, the Federal Communications Commission, and the Connecticut Public Utilities Regulatory Authority and other state regulatory authorities. It is expected that the transaction contemplated by the stock purchase agreement will close in the second half of 2014, subject to customary closing conditions. The Company was notified on July 25, 2014 that the Federal Communications Commission had approved the transaction.

Basis of Presentation

The unaudited combined financial statements have been prepared on the same basis as the audited combined financial statements for the year ended December 31, 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been omitted. The results for the three and six months ended June 30, 2014 and 2013, are not necessarily indicative of those for the full year. These combined financial statements should be read in conjunction with the audited combined financial statements and accompanying notes for the year ended December 31, 2013.

The unaudited combined financial statements have been prepared on a carve-out basis in accordance with U.S. GAAP and reflect the historical financial position, results of operations, and cash flows of the Business for the periods presented. The historical financial statements reflect the amounts from the Business’ combined financial statements, and the amounts that have been carved out from AT&T’s consolidated financial statements. They reflect assumptions and allocations made by AT&T to separate the Business on a stand-alone basis. As a result, the combined financial statements may not be indicative of the financial position, results of

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Notes to Combined Financial Statements (Unaudited) (continued)

1. Business and Basis of Presentation (continued)

operations, and cash flows that would have been presented if the Business had been a stand-alone entity. Therefore, the historical financial information is not necessarily indicative of what the results of operations, financial position, and cash flows will be in the future.

The historical combined financial statements were prepared using AT&T’s historical basis in the assets and liabilities of the Business, and its historical combined financial statements include all revenue, costs, assets, and liabilities directly attributable to the Business. Historically, AT&T provided certain corporate services to the Business and costs associated with these functions have been allocated to the Business. See Note 6, “Related-Party Transactions.” Management believes these expenses have been allocated using reasonable allocation methodologies to the services provided, primarily based on relative percentage of total net sales, relative percentage of headcount, or specific identification.

The allocations may not reflect the expense the Business would have incurred as a stand-alone company for the periods presented. Actual costs that may have been incurred if the Business had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees, and strategic decisions made in certain areas.

The total parent’s equity represents AT&T’s interest in the Business’ recorded net assets.

2. Summary of Significant Accounting Policies

Principles of Combination

All significant intercompany transactions within the Business have been eliminated. All significant transactions between the Business and AT&T and its subsidiaries are included in the combined financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes, including estimates of probable losses and expenses. Actual results could differ from those estimates.

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Notes to Combined Financial Statements (Unaudited) (continued)

2. Summary of Significant Accounting Policies (continued)

Comprehensive Income

Comprehensive income is the same as net income for all periods presented.

Operating Segments

The Business operates as one segment.

Income Taxes

The Business is included in AT&T’s consolidated federal income tax return. Federal income taxes are provided for in accordance with the provisions of the Tax Allocation Agreement (the Agreement) between the Business and AT&T. In general, the Business’ income tax provision under the Agreement utilizes a method that allocates current and deferred taxes to the Business assuming the financial consequences of income, deductions and credits which could be utilized on a separate return basis or in consolidation with AT&T and are assured of realization. Ultimate realization of these items will be through settlement with AT&T following their inclusion in the consolidated tax return. The Business provides deferred income taxes for temporary differences between computed tax basis in assets and liabilities and the carrying amounts of assets and liabilities. The tax basis of assets and liabilities are based on amounts that meet the recognition threshold and are measured pursuant to the enacted tax rates the Business expects will be in effect when the Business actually pays or recovers taxes. Deferred income tax assets represent amounts available to reduce income taxes the Business will pay on taxable income in future years; however, in some cases these deferred tax benefits would remain with the AT&T consolidated group and its existing members upon any member’s departure.

Investment tax credits earned prior to their repeal by the Tax Reform Act of 1986 are amortized as reductions in income tax expense over the lives of the assets that gave rise to the credits.

The Business reports, on a net basis, taxes imposed by governmental authorities on revenue-producing transactions between the Business and its customers in the combined statements of income.

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Notes to Combined Financial Statements (Unaudited) (continued)

2. Summary of Significant Accounting Policies (continued)

Revenue Recognition

Revenues derived from local telephone, long distance, data, and video services are recognized when services are provided. This is based upon either usage (e.g., minutes of traffic/bytes of data processed), period of time (e.g., monthly service fees), or other established fee schedules. The Business’ revenues are either billed in advance or arrears.

Revenues and associated expenses related to nonrefundable, up-front wireline service activation fees are deferred and recognized over the average customer life of three or four years depending on the product sold. Expenses, when exceeding revenue, are only deferred to the extent of revenue.

For contracts that involve the bundling of services, revenue is allocated to the services based on their relative selling price, subject to the requirement that revenue recognized is limited to the amounts already received from the customer that are not contingent upon the delivery of additional products or services to the customer in the future.

Accounts Receivable and Allowance for Uncollectible Accounts

Accounts receivable consist primarily of trade accounts receivable from customers and are generally unsecured and have monthly payment terms. The Business’ bad debt allowance is estimated primarily based on an analysis of history and future expectations of the Business’ retail and wholesale customers. For retail customers, estimates are based on the Business’ actual historical write-offs, net of recoveries, and the aging of accounts receivable balances. Management’s assumptions are reviewed at least quarterly, and adjustments are made to the bad debt allowance as appropriate. For wholesale customers, the Business uses a statistical model based on the aging of accounts receivable balances. The risk categories, risk percentages, and reserve balance assumptions built into the model are reviewed monthly, and the bad debt allowance is adjusted accordingly.

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Notes to Combined Financial Statements (Unaudited) (continued)

2. Summary of Significant Accounting Policies (continued)

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost. The cost of additions and substantial improvements to property, plant, and equipment is capitalized. The cost of maintenance and repairs of property, plant, and equipment is charged to operating expenses as incurred. Management follows composite group depreciation methodology for assets other than buildings and software; accordingly, when a portion of the Business’ depreciable property, plant, and equipment is retired in the ordinary course of business, the gross book value is reclassified to accumulated depreciation, and no gain or loss is recognized on the asset’s disposition.

Property, plant, and equipment are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss shall be recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value.

The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.

Property, plant, and equipment are depreciated using the straight-line method over the estimated useful life of the assets as follows:


		Useful Lives (Years)

Buildings		35–45
Central office equipment		3–10
Cable, wiring, and conduit		10–50
Other equipment		5–15
Software		3–5

Depreciation expense for the three months ended June 30, 2014 and 2013, was $39.4 million and $40.7 million, respectively, and $78.1 million and $80.7 million for the six months ended June 30, 2014 and 2013, respectively. Amortization expense for the three months ended June 30, 2014 and 2013, was $0.3 million and $0.4 million, respectively, and $0.6 million and $0.8 million for the six months ended June 30, 2014 and 2013, respectively.

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Notes to Combined Financial Statements (Unaudited) (continued)

2. Summary of Significant Accounting Policies (continued)

Software Costs

It is the Business’ policy to capitalize certain costs incurred in connection with developing or obtaining internal-use software. Capitalized software costs are included in property, plant, and equipment and are primarily amortized over three years. In addition, there is certain network software that allows the equipment to provide the features and functions unique to the Business network, which management includes in the cost of equipment categories for financial reporting purposes. Software costs that do not meet capitalization criteria are expensed immediately.

Advertising Costs

Advertising costs for advertising products and services or promoting the Business’ corporate image are expensed as incurred. The Business had advertising expense of $9.7 million and $10.8 million for the six months ended June 30, 2014 and 2013, respectively.

Employee Separations

The Business established obligations for expected termination benefits provided under existing plans to former or inactive employees after employment but before retirement. The Business had severance accruals of $3.9 million and $4.0 million at June 30, 2014 and December 31, 2013, respectively.

Materials and Supplies

New and reusable materials are carried principally at average original cost, except that specific cost is used in the case of large individual items. Non-reusable materials are carried at estimated salvage value.

Concentration of Credit Risk

Financial instruments that potentially subject the Business to concentrations of credit risk consist primarily of trade receivables. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers in the Business’ customer base.

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Notes to Combined Financial Statements (Unaudited) (continued)

2. Summary of Significant Accounting Policies (continued)

New Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which replaces existing revenue recognition rules with a comprehensive revenue measurement and recognition standard and expanded disclosure requirements. The FASB will allow two adoption methods under ASU 2014-09. Under one method, a company will apply the rules to contracts in all reporting periods presented, subject to certain allowable exceptions. Under the other method, a company will apply the rules to all contracts existing as of January 1, 2017, recognizing in beginning retained earnings an adjustment for the cumulative effect of the change and provide additional disclosures comparing results to previous rules. The Business continues to evaluate the impact of the new standard and available adoption methods.

3. Income Tax

For each interim period, the Business estimates the effective tax rate expected to be applicable for the full year and applies that rate to the operating income before income taxes for the period. Income tax expense was recorded at an effective rate of 38.4% and 38.6% in the six months ended June 30, 2014 and 2013, respectively.

The components of income tax expense (benefit) are as follows for the six months ended June 30, 2014 and 2013:


	Six Months Ended June 30
	2014			2013
	(In Thousands)
Federal
Current	$	38,692		$	43,755
Deferred		(10,734	)		(2,740	)

Total federal		27,958			41,015

State
Current		8,626			9,765
Deferred		(2,601	)		(525	)

Total state		6,025			9,240

Total income tax expense	$	33,983		$	50,255

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Notes to Combined Financial Statements (Unaudited) (continued)

4. Pension and Postretirement Benefits

AT&T sponsors numerous employee benefit plans, which substantially all employees of the Business participated in as discussed below.

Pension Benefits and Postretirement Benefits

Substantially all employees of the Business are covered by one of AT&T’s noncontributory pension and death benefit plans. Additionally, AT&T provides certain medical, dental, and life insurance benefits to certain of the Business’ retired employees under various plans. The Business’ participation in AT&T’s defined pension and postretirement benefit plans is accounted for as a multi-employer plan in the Business’ combined financial statements, in accordance with ASC 715-30, Defined Benefit Plans – Pension and ASC 715-60, Defined Benefit Plans – Other Postretirement. ASC 715, Compensation – Retirement Benefits, provides that an employer that participates in a multi-employer defined benefit plan is not required to report a liability beyond the contributions currently due and unpaid to the plan. Therefore, no assets or liabilities related to these plans have been included in the combined balance sheets. Costs associated with these plans and benefits are allocated by AT&T to their participating subsidiaries, including the Business, based on each subsidiary’s proportionate share of the overall cost of the plans and benefits. Allocated costs of these plans and benefits included in the combined statements of income were $0.4 million and $4.1 million for the three months ended June 30, 2014 and 2013, respectively, and $0.8 million and $8.2 million for the six months ended June 30, 2014 and 2013, respectively.

5. Commitments and Contingencies

In addition to issues specifically discussed elsewhere, the Business is party to numerous lawsuits, regulatory proceedings, and other matters arising in the ordinary course of business. In management’s opinion, although the outcomes of these proceedings are uncertain, they should not have a material adverse effect on the Business’ financial position, results of operations, or cash flows.

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Notes to Combined Financial Statements (Unaudited) (continued)

6. Related-Party Transactions

The Business provides telecommunications services, including local and access services to AT&T and its subsidiaries, as well as non-telecommunications services such as customer service. These services are recorded either as revenues or as a reduction of the cost incurred to provide such services, as appropriate. These revenues from affiliates totaled $63.6 million and $50.1 million for the three months ended June 30, 2014 and 2013, respectively, and $130.0 million and $120.2 million for the six months ended June 30, 2014 and 2013, respectively. In addition, AT&T and its subsidiaries provide the Business with direct and indirect services which it records as expenses. These costs totaled $134.2 million and $123.5 million for the three months ended June 30, 2014 and 2013, respectively, and $267.8 million and $237.7 million for the six months ended June 30, 2014 and 2013, respectively.

These affiliate costs relate to allocated functions including information technology, finance and accounting, human resources, network support, advertising and marketing, and other services. The total amounts of allocated costs were $114.0 million and $99.7 million for the three months ended June 30, 2014 and 2013, respectively, and $224.7 million and $193.2 million for the six months ended June 30, 2014 and 2013, respectively. Affiliate costs also include $11.0 million and $11.1 million of royalty expense for the three months ended June 30, 2014 and 2013, respectively, and $21.8 million and $22.3 million for the six months ended June 30, 2014 and 2013, respectively, for the use of trademarks owned by AT&T affiliates (intercompany royalties), and $1.1 million and $0.9 million of intercompany lease payments related to buildings and equipment for the three months ended June 30, 2014 and 2013, respectively, and $2.2 million and $1.9 million for six months ended June 30, 2014 and 2013, respectively.

Allocated affiliate costs include overhead costs related to the support functions as well as costs associated with office facilities, corporate insurance coverage and medical, pension, post retirement and other health plan costs for employees participating in the AT&T sponsored plans. These costs are allocated to the Business based on several factors, including number of employees, marketing costs, and a composite based on our proportionate share of certain direct and allocated charges. In the opinion of management, the expense and cost allocations have been determined on a basis considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Business during the years presented.

AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Notes to Combined Financial Statements (Unaudited) (continued)

6. Related-Party Transactions (continued)

The amounts that would have been or will be incurred on a stand-alone basis could differ from the amounts allocated due to economies of scale, differences in management judgment, staffing levels or other factors. Certain costs at AT&T deemed to be redundant to the operations of the Business have not been allocated to these financial statements. All affiliate charges have been deemed to have been incurred and settled by the Business in the year in which the costs were recorded.

The Business participates in AT&T’s pool of funds for borrowing and investing that are reflected as contributions from or distributions to the parent in the combined financial statements.

7. Subsequent Events

We have evaluated subsequent events after the balance sheet date of June 30, 2014 through August 8, 2014, which is the date the unaudited combined financial statements were available to be issued.