10-Q 1 q1_10q.htm AT&T 2015 FORM 10-Q
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, 2015
 
or
 
 
 
o
 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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
[X]
 
Accelerated filer
[   ]
Non-accelerated filer
[   ]
(Do not check if a smaller reporting company)
Smaller reporting company
[   ]

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, 2015 there were 5,193 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,
 
   
2015
   
2014
 
Operating Revenues
       
Service
 
$
28,962
   
$
29,776
 
Equipment
   
3,614
     
2,700
 
Total operating revenues
   
32,576
     
32,476
 
                 
Operating Expenses
               
Cost of services and sales (exclusive of depreciation
               
   and amortization shown separately below)
   
14,581
     
13,321
 
Selling, general and administrative
   
7,961
     
8,260
 
Depreciation and amortization
   
4,578
     
4,617
 
Total operating expenses
   
27,120
     
26,198
 
Operating Income
   
5,456
     
6,278
 
Other Income (Expense)
               
Interest expense
   
(899
)
   
(860
)
Equity in net income of affiliates
   
-
     
88
 
Other income (expense) – net
   
70
     
145
 
Total other income (expense)
   
(829
)
   
(627
)
Income Before Income Taxes
   
4,627
     
5,651
 
Income tax expense
   
1,351
     
1,917
 
Net Income
   
3,276
     
3,734
 
Less: Net Income Attributable to Noncontrolling Interest
   
(76
)
   
(82
)
Net Income Attributable to AT&T
 
$
3,200
   
$
3,652
 
Basic Earnings Per Share Attributable to AT&T
 
$
0.61
   
$
0.70
 
Diluted Earnings Per Share Attributable to AT&T
 
$
0.61
   
$
0.70
 
Weighted Average Number of Common Shares Outstanding – Basic (in millions)
   
5,203
     
5,222
 
Weighted Average Number of Common Shares Outstanding – with Dilution (in millions)
   
5,219
     
5,238
 
Dividends Declared Per Common Share
 
$
0.47
   
$
0.46
 
See Notes to Consolidated Financial Statements.
               
2

AT&T INC.
                    
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                    
Dollars in millions
       
(Unaudited)
                
    
Three months ended
  
   
March 31,
 
   
2015
   
2014
 
Net income
 
$
3,276
   
$
3,734
 
Other comprehensive income, net of tax:
               
   Foreign currency:
               
        Foreign currency translation adjustment (includes $0 and $0 attributable to
             noncontrolling interest), net of taxes of $(104) and $(9)
   
(186
)
   
(20
)
        Reclassification adjustment included in net income, net of taxes of $0 and $14
   
-
     
25
 
   Available-for-sale securities:
               
        Net unrealized gains, net of taxes of $19 and $10
   
34
     
16
 
        Reclassification adjustment included in net income, net of taxes of $(3) and $(7)
   
(5
)
   
(11
)
   Cash flow hedges:
               
        Net unrealized (losses) gains, net of taxes of $(190) and $3
   
(354
)
   
6
 
        Reclassification adjustment included in net income, net of taxes of $4 and $4
   
7
     
7
 
   Defined benefit postretirement plans:
               
        Amortization of net prior service credit included in net income, net of taxes of $(131)
             and $(147)
   
(215
)
   
(240
)
        Reclassification adjustment included in net income, net of taxes of $0 and $2
   
-
     
3
 
Other comprehensive income (loss)
   
(719
)
   
(214
)
Total comprehensive income
   
2,557
     
3,520
 
Less: Total comprehensive income attributable to noncontrolling interest
   
(76
)
   
(82
)
Total Comprehensive Income Attributable to AT&T
 
$
2,481
   
$
3,438
 
See Notes to Consolidated Financial Statements.
               
3

AT&T INC.
 
CONSOLIDATED BALANCE SHEETS
 
Dollars in millions except per share amounts
 
   
March 31,
   
December 31,
 
   
2015
   
2014
 
Assets
 
(Unaudited)
     
Current Assets
       
Cash and cash equivalents
 
$
4,444
   
$
8,603
 
Accounts receivable - net of allowances for doubtful accounts of $488 and $454
   
13,592
     
14,527
 
Prepaid expenses
   
930
     
831
 
Deferred income taxes
   
1,538
     
1,142
 
Other current assets
   
6,906
     
6,925
 
Total current assets
   
27,410
     
32,028
 
Property, plant and equipment
   
285,133
     
282,295
 
   Less: accumulated depreciation and amortization
   
(171,935
)
   
(169,397
)
Property, Plant and Equipment – Net
   
113,198
     
112,898
 
Goodwill
   
70,341
     
69,692
 
Licenses
   
80,560
     
60,824
 
Other Intangible Assets – Net
   
6,423
     
6,139
 
Investments in Equity Affiliates
   
266
     
250
 
Other Assets
   
9,830
     
10,998
 
Total Assets
 
$
308,028
   
$
292,829
 
                 
Liabilities and Stockholders' Equity
               
Current Liabilities
               
Debt maturing within one year
 
$
8,181
   
$
6,056
 
Accounts payable and accrued liabilities
   
20,418
     
23,592
 
Advanced billing and customer deposits
   
4,221
     
4,105
 
Accrued taxes
   
2,390
     
1,091
 
Dividends payable
   
2,441
     
2,438
 
Total current liabilities
   
37,651
     
37,282
 
Long-Term Debt
   
88,272
     
76,011
 
Deferred Credits and Other Noncurrent Liabilities
               
Deferred income taxes
   
38,019
     
37,544
 
Postemployment benefit obligation
   
37,074
     
37,079
 
Other noncurrent liabilities
   
19,908
     
17,989
 
Total deferred credits and other noncurrent liabilities
   
95,001
     
92,612
 
                 
Stockholders' Equity
               
Common stock ($1 par value, 14,000,000,000 authorized at March 31, 2015 and
               
   December 31, 2014: issued 6,495,231,088 at March 31, 2015 and December 31, 2014)
   
6,495
     
6,495
 
Additional paid-in capital
   
90,977
     
91,108
 
Retained earnings
   
28,490
     
27,736
 
Treasury stock (1,302,176,826 at March 31, 2015 and 1,308,318,131
               
   at December 31, 2014, at cost)
   
(46,804
)
   
(47,029
)
Accumulated other comprehensive income
   
7,341
     
8,060
 
Noncontrolling interest
   
605
     
554
 
Total stockholders' equity
   
87,104
     
86,924
 
Total Liabilities and Stockholders' Equity
 
$
308,028
   
$
292,829
 
See Notes to Consolidated Financial Statements.
               
4

AT&T INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Dollars in millions
 
(Unaudited)
 
   
Three months ended
 
   
March 31,
 
   
2015
   
2014
 
Operating Activities
       
Net income
 
$
3,276
   
$
3,734
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
   Depreciation and amortization
   
4,578
     
4,617
 
   Undistributed earnings from investments in equity affiliates
   
-
     
17
 
   Provision for uncollectible accounts
   
285
     
241
 
   Deferred income tax expense
   
214
     
578
 
   Net (gain) loss from sale of investments, net of impairments
   
(33
)
   
(122
)
   Changes in operating assets and liabilities:
               
      Accounts receivable
   
739
     
(498
)
      Other current assets
   
13
     
(340
)
      Accounts payable and accrued liabilities
   
(1,817
)
   
1,025
 
   Retirement benefit funding
   
(140
)
   
(140
)
   Other - net
   
(377
)
   
(313
)
Total adjustments
   
3,462
     
5,065
 
Net Cash Provided by Operating Activities
   
6,738
     
8,799
 
                 
Investing Activities
               
Construction and capital expenditures:
               
   Capital expenditures
   
(3,848
)
   
(5,716
)
   Interest during construction
   
(123
)
   
(55
)
Acquisitions, net of cash acquired
   
(19,514
)
   
(662
)
Dispositions
   
8
     
351
 
Sale of securities
   
1,890
     
-
 
Net Cash Used in Investing Activities
   
(21,587
)
   
(6,082
)
                 
Financing Activities
               
Net change in short-term borrowings with original maturities of three months or less
   
-
     
(17
)
Issuance of long-term debt
   
16,572
     
2,987
 
Repayment of long-term debt
   
(596
)
   
(1,867
)
Purchase of treasury stock
   
-
     
(1,237
)
Issuance of treasury stock
   
8
     
13
 
Dividends paid
   
(2,434
)
   
(2,398
)
Other
   
(2,860
)
   
74
 
Net Cash Provided by (Used in) Financing Activities
   
10,690
     
(2,445
)
Net (decrease) increase in cash and cash equivalents
   
(4,159
)
   
272
 
Cash and cash equivalents beginning of year
   
8,603
     
3,339
 
Cash and Cash Equivalents End of Period
 
$
4,444
   
$
3,611
 
                 
Cash paid (received) during the three months ended March 31 for:
               
   Interest
 
$
1,021
   
$
976
 
   Income taxes, net of refunds
 
$
(247
)
 
$
(40
)
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, 2015
 
   
Shares
   
Amount
 
Common Stock
       
Balance at beginning of year
   
6,495
   
$
6,495
 
Issuance of stock
   
-
     
-
 
Balance at end of period
   
6,495
   
$
6,495
 
                 
Additional Paid-In Capital
               
Balance at beginning of year
         
$
91,108
 
Issuance of treasury stock
           
3
 
Share-based payments
           
(123
)
Change related to acquisition of interests held by noncontrolling owners
           
(11
)
Balance at end of period
         
$
90,977
 
                 
Retained Earnings
               
Balance at beginning of year
         
$
27,736
 
Net income attributable to AT&T ($0.61 per diluted share)
           
3,200
 
Dividends to stockholders ($0.47 per share)
           
(2,446
)
Balance at end of period
         
$
28,490
 
                 
Treasury Stock
               
Balance at beginning of year
   
(1,308
)
 
$
(47,029
)
Issuance of treasury stock
   
6
     
225
 
Balance at end of period
   
(1,302
)
 
$
(46,804
)
                 
Accumulated Other Comprehensive Income Attributable to AT&T, net of tax
               
Balance at beginning of year
         
$
8,060
 
Other comprehensive loss attributable to AT&T
           
(719
)
Balance at end of period
         
$
7,341
 
                 
Noncontrolling Interest
               
Balance at beginning of year
         
$
554
 
Net income attributable to noncontrolling interest
           
76
 
Distributions
           
(54
)
Acquisition of noncontrolling interests
           
29
 
Balance at end of period
         
$
605
 
                 
Total Stockholders' Equity at beginning of year
         
$
86,924
 
Total Stockholders' Equity at end of period
         
$
87,104
 
See Notes to Consolidated Financial Statements.
               
6

AT&T INC.
MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Dollars in millions except per share amounts
 
NOTE 1. PREPARATION OF INTERIM FINANCIAL STATEMENTS

Basis of Presentation  Throughout this document, AT&T Inc. is referred to as "AT&T," "we" or the "Company." We believe that these consolidated financial statements include all adjustments, consisting only of normal recurring accruals, that are necessary to present fairly the results for the presented interim periods. The results for the interim periods are not necessarily indicative of those for the full year. You should read this document in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2014.

The consolidated financial statements include the accounts of the Company and our majority-owned subsidiaries and affiliates. Our subsidiaries and affiliates operate in the communications services industry both domestically and internationally, providing wireless communications services, traditional wireline voice services, data/broadband and Internet services, video services, telecommunications equipment, managed networking and wholesale services.

All significant intercompany transactions are eliminated in the consolidation process. Investments in less than majority-owned subsidiaries and partnerships where we have significant influence are accounted for under the equity method. Earnings from certain investments accounted for using the equity method are included for periods ended within up to one month of our period end. We also recorded our proportionate share of our equity method investees' other comprehensive income (OCI) items, including actuarial gains and losses on pension and other postretirement benefit obligations.

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

New Accounting Standards

Revenue Recognition  In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" (ASU 2014-09), which replaces existing revenue recognition rules with a comprehensive revenue measurement and recognition standard and expanded disclosure requirements. ASU 2014-09 becomes effective for annual reporting periods beginning after December 15, 2016. In April 2015, the FASB issued an exposure draft to delay the effective date of ASU 2014-09 by one year. We continue to evaluate the impact of the new standard and available adoption methods.
 
Long-Term Debt and Debt Issuance Costs  In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (ASU 2015-03), which will result in the reclassification of debt issuance costs from "Other Assets" to inclusion as a reduction of our reportable "Long-term Debt" balance on our consolidated balance sheets. ASU 2015-03 becomes effective January 1, 2016, subject to early adoption, and will require full retrospective application. We do not expect this new standard to have a material impact on our consolidated balance sheets.
7

AT&T INC.
MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
 
NOTE 2. EARNINGS PER SHARE

A reconciliation of the numerators and denominators of basic earnings per share and diluted earnings per share for the three months ended March 31, 2015 and 2014, is shown in the table below:

   
Three months ended
 
   
March 31,
 
   
2015
   
2014
 
Numerators
       
Numerator for basic earnings per share:
       
   Net income
 
$
3,276
   
$
3,734
 
   Less:  Net income attributable to noncontrolling interest
   
(76
)
   
(82
)
   Net income attributable to AT&T
   
3,200
     
3,652
 
   Dilutive potential common shares:
               
      Share-based payment
   
4
     
4
 
Numerator for diluted earnings per share
 
$
3,204
   
$
3,656
 
Denominators (000,000)
               
Denominator for basic earnings per share:
               
   Weighted-average number of common shares outstanding
   
5,203
     
5,222
 
   Dilutive potential common shares:
               
      Share-based payment (in shares)
   
16
     
16
 
Denominator for diluted earnings per share
   
5,219
     
5,238
 
Basic earnings per share attributable to AT&T
 
$
0.61
   
$
0.70
 
Diluted earnings per share attributable to AT&T
 
$
0.61
   
$
0.70
 

8

AT&T INC.
MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts

NOTE 3. OTHER COMPREHENSIVE INCOME

Changes in the balances of each component included in accumulated other comprehensive income (accumulated OCI) are presented below. All amounts are net of tax and exclude noncontrolling interest.
 
                             
At March 31, 2015 and for the period ended:
 
                     
 
Foreign
Currency
Translation
Adjustment
 
Net Unrealized
Gains (Losses)
on Available-
for-Sale
Securities
 
Net Unrealized
Gains (Losses)
on Cash Flow
Hedges
 
Defined Benefit
Postretirement
Plans
 
Accumulated
Other
Comprehensive
Income
Balance as of December 31, 2014
$
 (26)
 
$
 498 
 
$
 741 
 
$
 6,847 
 
$
 8,060 
Other comprehensive income
   (loss) before reclassifications
 
 (186)
 
 
 34 
 
 
 (354)
 
 
 -   
 
 
 (506)
Amounts reclassified
   from accumulated OCI
 
 -   
 
 
 (5)
 
 
 7 
 
 
 (215)
 
 
 (213)
Net other comprehensive
   income (loss)
 
 (186)
 
 
 29 
 
 
 (347)
 
 
 (215)
 
 
 (719)
Balance as of March 31, 2015
$
 (212)
 
$
 527 
 
$
 394 
 
$
 6,632 
 
$
 7,341 
 
                             
At March 31, 2014 and for the period ended:
 
                     
 
Foreign
Currency
Translation
Adjustment
 
Net Unrealized
Gains (Losses)
on Available-
for-Sale
Securities
 
Net Unrealized
Gains (Losses)
on Cash Flow
Hedges
 
Defined Benefit
Postretirement
Plans
 
Accumulated
Other
Comprehensive
Income
Balance as of December 31, 2013
$
 (367)
 
$
 450 
 
$
 445 
 
$
 7,352 
 
$
 7,880 
Other comprehensive income
   (loss) before reclassifications
 
 (20)
 
 
 16 
 
 
 6 
 
 
 -   
 
 
 2 
Amounts reclassified
   from accumulated OCI
 
 25 
 
 
 (11)
 
 
 7 
 
 
 (237)
 
 
 (216)
Net other comprehensive
   income (loss)
 
 5 
 
 
 5 
 
 
 13 
 
 
 (237)
 
 
 (214)
Balance as of March 31, 2014
$
 (362)
 
$
 455 
 
$
 458 
 
$
 7,115 
 
$
 7,666 
 1 Translation (gain) loss reclassifications are included in Other income (expense) - net in the consolidated statements of income.
 2 (Gains) losses are included in Other income (expense) - net in the consolidated statements of income.
 3 (Gains) losses are included in interest expense in the consolidated statements of income. See Note 6 for additional information.
 4 The amortization of prior service credits associated with postretirement benefits, net of amounts capitalized as part of construction labor, are included in Cost of services and sales and Selling, general and administrative in the consolidated statements of income (see Note 5).
   Actuarial loss reclassifications related to our equity method investees are included in Other income (expense) - net in the consolidated statements of income.
9

AT&T INC.
MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts

NOTE 4. SEGMENT INFORMATION

Our segments are strategic business units that offer different products and services over various technology platforms and/or in different geographies that are managed accordingly. We analyze our operating segments based on segment income before income taxes. We make our capital allocation decisions based on our strategic direction of the business, needs of the network (wireless or wireline) providing services and to provide emerging services to our customers. Actuarial gains and losses from pension and other postretirement benefits, interest expense and other income (expense) – net, are managed only on a total company basis and are, accordingly, reflected only in consolidated results. Therefore, these items are not included in each segment's reportable results. The customers and long-lived assets of our reportable segments are predominantly in the United States. We have three reportable segments: (1) Wireless, (2) Wireline and (3) International.

The Wireless segment uses our nationwide network to provide consumer and business customers with wireless data and voice communications services. This segment included our portion of the results from our equity investment in the SoftcardTM mobile wallet joint venture.

The Wireline segment uses our regional, national and global network to provide consumer and business customers with data and voice communications services, AT&T U-verse® high speed Internet, video and VoIP services and managed networking to business customers.

The International segment uses the Iusacell and Unefon regional and national networks to provide consumer and business customers with wireless data and voice communication services in Mexico. Beginning April 30, 2015, the International segment also utilizes the regional and national networks of Nextel Mexico to provide similar services.

The Corporate and Other column includes unallocated corporate expenses, which includes costs to support corporate-driven activities and operations, and impacts of corporate-wide decisions for which the individual operating segments are not being evaluated, including interest costs and expected return on plan assets for our pension and postretirement benefit plans as well as our actuarial gains and losses on our pension and postretirement plan valuations. Results from equity method investments in América Móvil S.A. de C.V. (prior to the June 2014 disposal of our investment), YP Holdings LLC, and Otter Media (our joint venture with The Chernin Group), are also excluded from our segment results as those results are not considered in our assessment of segment performance. We have revised our prior-period presentation to conform to our current reporting.
 
10

AT&T INC.
MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts

For the three months ended March 31, 2015:
                                    
   
Wireless
   
Wireline
   
International
   
Corporate
and Other
   
Consolidated
Results
 
Service
 
$
14,812
   
$
13,935
   
$
215
   
$
-
   
$
28,962
 
Equipment
   
3,374
     
213
     
21
     
6
     
3,614
 
Total segment operating revenues
   
18,186
     
14,148
     
236
     
6
     
32,576
 
Operations and support expenses
   
11,681
     
10,263
     
219
     
379
     
22,542
 
Depreciation and amortization expenses
   
2,058
     
2,476
     
44
     
-
     
4,578
 
Total segment operating expenses
   
13,739
     
12,739
     
263
     
379
     
27,120
 
Segment operating income (loss)
   
4,447
     
1,409
     
(27
)
   
(373
)
   
5,456
 
Interest expense
   
-
     
-
     
-
     
899
     
899
 
Equity in net income (loss) of affiliates
   
(4
)
   
(7
)
   
-
     
11
     
-
 
Other income (expense) – net
   
-
     
-
     
-
     
70
     
70
 
Segment income (loss) before income taxes
 
$
4,443
   
$
1,402
   
$
(27
)
 
$
(1,191
)
 
$
4,627
 
                                         
For the three months ended March 31, 2014:
                                 
   
Wireless
   
Wireline
   
International
   
Corporate
and Other
   
Consolidated
Results
 
Service
 
$
15,387
   
$
14,389
   
$
-
   
$
-
   
$
29,776
 
Equipment
   
2,479
     
212
     
-
     
9
     
2,700
 
Total segment operating revenues
   
17,866
     
14,601
     
-
     
9
     
32,476
 
Operations and support expenses
   
10,882
     
10,457
     
-
     
242
     
21,581
 
Depreciation and amortization expenses
   
1,931
     
2,684
     
-
     
2
     
4,617
 
Total segment operating expenses
   
12,813
     
13,141
     
-
     
244
     
26,198
 
Segment operating income (loss)
   
5,053
     
1,460
     
-
     
(235
)
   
6,278
 
Interest expense
   
-
     
-
     
-
     
860
     
860
 
Equity in net income (loss) of affiliates
   
(20
)
   
1
     
-
     
107
     
88
 
Other income (expense) – net
   
-
     
-
     
-
     
145
     
145
 
Segment income (loss) before income taxes
 
$
5,033
   
$
1,461
   
$
-
   
$
(843
)
 
$
5,651
 

NOTE 5. PENSION AND POSTRETIREMENT BENEFITS

Substantially all of our employees are covered by one of our noncontributory pension plans. We also provide certain medical, dental, life insurance, and death benefits to certain retired employees under various plans and accrue actuarially determined postretirement benefit costs. Our objective in funding these plans, in combination with the standards of the Employee Retirement Income Security Act of 1974, as amended (ERISA), is to accumulate assets sufficient to provide benefits described in the plans to employees upon their retirement.

In December 2014, we offered an opportunity for certain management employees who were retirement eligible as of March 31, 2015 to elect an enhanced, full lump sum payment option of their accrued pension if they retired on or before March 31, 2015. The lump sum value totaled approximately $1,200 which will be distributed in 2015. We recorded special termination benefits of approximately $150 as a result of this offer.

In 2013, we made a voluntary contribution of a preferred equity interest in AT&T Mobility II LLC, the primary holding company for our domestic wireless business, to the trust used to pay pension benefits under our qualified pension plans. The preferred equity interest had a value of $8,970 at March 31, 2015. The trust is entitled to receive cumulative cash distributions of $560 per annum, which will be distributed quarterly in equal amounts and will be accounted for as contributions. We distributed $140 to the trust during the three months ended March 31, 2015. So long as we make the distributions, we will have no limitations on our ability to declare a dividend, or repurchase shares. This preferred equity interest is a plan asset under ERISA and is recognized as such in the plan's separate financial statements. However, because the preferred equity interest is not unconditionally transferable to an unrelated party, it is not reflected in plan assets in our consolidated financial statements and instead has been eliminated in consolidation. We have also agreed to make a cash contribution to the trust of $175 no later than the due date of our federal income tax return for 2014.
 
11

AT&T INC.
MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts

We recognize actuarial gains and losses on pension and postretirement plan assets in our operating results at our annual measurement date of December 31, unless earlier remeasurements are required. The following table details pension and postretirement benefit costs included in operating expenses in the accompanying consolidated statements of income, expense credits are denoted with parentheses. A portion of these expenses is capitalized as part of internal construction projects, providing a small reduction in the net expense recorded.

   
Three months ended
 
   
March 31,
 
   
2015
   
2014
 
Pension cost:
              
   Service cost – benefits earned during the period
 
$
299
   
$
282
 
   Interest cost on projected benefit obligation
   
474
     
661
 
   Expected return on assets
   
(826
)
   
(849
)
   Amortization of prior service credit
   
(26
)
   
(24
)
   Net pension (credit) cost
 
$
(79
)
 
$
70
 
                 
Postretirement cost:
               
   Service cost – benefits earned during the period
 
$
55
   
$
58
 
   Interest cost on accumulated postretirement benefit obligation
   
242
     
365
 
   Expected return on assets
   
(105
)
   
(164
)
   Amortization of prior service credit
   
(320
)
   
(362
)
   Net postretirement (credit) cost
 
$
(128
)
 
$
(103
)
                 
   Combined net pension and postretirement (credit) cost
 
$
(207
)
 
$
(33
)

Our combined net pension and postretirement cost decreased $174 in the first quarter of 2015. The decrease is primarily due to the change in the method used to estimate the service and interest components of net periodic benefit cost for pension and other postretirement benefits. While this change in estimate provides a more precise measurement of interim service and interest costs, it will not affect the measurement of our total benefit obligations or our annual net periodic benefit cost as the change in the service and interest costs is completely offset in the actuarial gain or loss reported. The decrease from this change was partially offset by lower amortization of prior service credits as previous postretirement plan changes have become fully amortized, our lower expected long-term rate of return on our postretirement plan assets and updated assumed mortality rates.

We also provide senior- and middle-management employees with nonqualified, unfunded supplemental retirement and savings plans. Net supplemental retirement pension benefits cost, which is not included in the table above, was $20 in the first quarter of 2015, of which $19 was interest cost, and $29 for the first quarter of 2014, of which $27 was interest cost.

12

AT&T INC.
MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts

NOTE 6. FAIR VALUE MEASUREMENTS AND DISCLOSURE

The Fair Value Measurement and Disclosure framework provides a three-tiered fair value hierarchy that gives highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access.

Level 2 Inputs to the valuation methodology include:
·
Quoted prices for similar assets and liabilities in active markets.
·
Quoted prices for identical or similar assets or liabilities in inactive markets.
·
Inputs other than quoted market prices that are observable for the asset or liability.
·
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
·
Fair value is often based on developed models in which there are few, if any, external observations.

The fair value measurements level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should maximize the use of observable inputs and minimize the use of unobservable inputs.

The valuation methodologies described above may produce a fair value calculation that may not be indicative of future net realizable value or reflective of future fair values. We believe our valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used since December 31, 2014.

Long-Term Debt and Other Financial Instruments
The carrying amounts and estimated fair values of our long-term debt, including current maturities and other financial instruments, are summarized as follows:

 
March 31, 2015
 
December 31, 2014
 
 
Carrying
 
Fair
 
Carrying
 
Fair
 
 
Amount
 
Value
 
Amount
 
Value
 
Notes and debentures
$
96,026
   
$
105,084
   
$
81,632
   
$
90,367
 
Bank borrowings
 
5
     
5
     
5
     
5
 
Investment securities
 
2,740
     
2,740
     
2,735
     
2,735
 

The carrying value of debt with an original maturity of less than one year approximates market value. The fair value measurements used for notes and debentures are considered Level 2 and are determined using various methods, including quoted prices for identical or similar securities in both active and inactive markets.

13

AT&T INC.
MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts

Following is the fair value leveling for available-for-sale securities and derivatives as of March 31, 2015 and December 31, 2014:

 
March 31, 2015
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Available-for-Sale Securities
               
   Domestic equities
$
1,176
   
$
-
   
$
-
   
$
1,176
 
   International equities
 
592
     
-
     
-
     
592
 
   Fixed income bonds
 
-
     
793
     
-
     
793
 
Asset Derivatives
                             
   Interest rate swaps
 
-
     
194
     
-
     
194
 
   Cross-currency swaps
 
-
     
706
     
-
     
706
 
Liability Derivatives
                             
   Cross-currency swaps
 
-
     
(3,528
)
   
-
     
(3,528
)
   Interest rate locks
 
-
     
(444
)
   
-
     
(444
)
 
                             
 
December 31, 2014
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Available-for-Sale Securities
                             
   Domestic equities
$
1,160
   
$
-
   
$
-
   
$
1,160
 
   International equities
 
553
     
-
     
-
     
553
 
   Fixed income bonds
 
-
     
836
     
-
     
836
 
Asset Derivatives
                             
   Interest rate swaps
 
-
     
157
     
-
     
157
 
   Cross-currency swaps
 
-
     
1,243
     
-
     
1,243
 
   Interest rate locks
 
-
     
5
     
-
     
5
 
Liability Derivatives
                             
   Cross-currency swaps
 
-
     
(1,506
)
   
-
     
(1,506
)
   Interest rate locks
 
-
     
(133
)
   
-
     
(133
)
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, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts

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 $91 have maturities of less than one year, $409 within one to three years, $66 within three to five years, and $227 for five or more years.

Our cash equivalents (money market securities), short-term investments (certificate and time deposits) and customer deposits are recorded at amortized cost, and the respective carrying amounts approximate fair values. Short-term investments are recorded in "Other current assets" and our investment securities are recorded in "Other Assets" on the consolidated balance sheets.

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 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.

The majority of our derivatives are designated either as a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge), or as a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge).

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, 2015 and March 31, 2014, no ineffectiveness was measured on interest rate swaps designated as fair value hedges.

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 denominations to fixed U.S. denominated amounts, to be exchanged at a specified rate, which was determined by the market spot rate upon issuance. They also include an interest rate swap of a fixed or floating foreign-denominated rate to a fixed U.S. 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, both for the period they are outstanding. 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, 2015 and March 31, 2014, no ineffectiveness was measured on cross-currency swaps designated as cash flow hedges.
15

AT&T INC.
MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts

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 $35 from accumulated OCI to interest expense due to the amortization of net losses on historical interest rate locks. Our unutilized interest rate locks carry mandatory early terminations, the latest occurring in the first half of 2015.

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. Some of these instruments are designated as cash flow hedges while others remain nondesignated, largely based on size and duration. 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, 2015 and March 31, 2014, 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, 2015, we had posted collateral of $2,566 (a deposit asset) and held collateral of $62 (a receipt liability). Under the agreements, if our 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 $147. At December 31, 2014, we had posted collateral of $530 (a deposit asset) and held collateral of $599 (a receipt liability). 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), against the fair value of the derivative instruments.

Following is the notional amount of our outstanding derivative positions:

   
March 31,
   
December 31,
 
   
2015
   
2014
 
Interest rate swaps
 
$
6,550
   
$
6,550
 
Cross-currency swaps
   
29,350
     
26,505
 
Interest rate locks
   
7,000
     
6,750
 
Total
 
$
42,900
   
$
39,805
 

Following is 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,
 
March 31,
 
2015
  
2014
 
Interest rate swaps (Interest expense):
     
   Gain (Loss) on interest rate swaps
$
41
   
$
(11
)
   Gain (Loss) on long-term debt
 
(41
)
   
11
 

16

AT&T INC.
MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
 
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,
   
March 31,
 
Cash Flow Hedging Relationships
2015
   
2014
 
Cross-currency swaps:
     
   Gain (Loss) recognized in accumulated OCI
$
(228
)
 
$
11
 
Interest rate locks:
             
   Gain (Loss) recognized in accumulated OCI
 
(316
)
   
-
 
   Interest income (expense) reclassified from accumulated OCI into income
 
(11
)
   
(11
)
Foreign exchange contracts:
             
   Gain (Loss) recognized in accumulated OCI
 
-
     
(2
)

NOTE 7. ACQUISITIONS, DISPOSITIONS AND OTHER ADJUSTMENTS

Acquisitions
In January 2015, we submitted winning bids for 251 Advanced Wireless Service (AWS) spectrum licenses in the AWS-3 Auction (FCC Auction 97) for $18,189. We provided the Federal Communications Commission (FCC) an initial down payment of $921 in October 2014 and paid the remaining $17,268 in the first quarter of 2015. The interest associated with this acquisition will be excluded from interest expense and capitalized until this spectrum is ready for its intended use.

GSF Telecom  On January 16, 2015, we acquired Mexican wireless company GSF Telecom Holdings, S.A.P.I. de C.V. (GSF Telecom) for $2,500, less net debt of approximately $700. GSF Telecom offers service under both the Iusacell and Unefon brand names in Mexico.

The preliminary values of assets acquired were: $1,078 in licenses, $943 in property, plant and equipment, $365 in customer lists, $51 in trade names and $690 of goodwill.

Subsequent and Pending Acquisitions
Nextel Mexico  On April 30, 2015, we completed our acquisition of the subsidiaries of NII Holdings Inc., operating its wireless business in Mexico, for $1,875, less approximately $427 of net debt and other adjustments. The subsidiaries offer service under the name Nextel Mexico.
 
DIRECTV  In May 2014, we announced a merger agreement to acquire DIRECTV in a stock-and-cash transaction for $95.00 per share of DIRECTV's common stock, or approximately $48,500 at the date of announcement. As of March 31, 2015, DIRECTV had approximately $15,129 in net debt. Each DIRECTV shareholder will receive cash of $28.50 per share and $66.50 per share in our stock subject to a collar such that DIRECTV shareholders will receive 1.905 AT&T shares if our average stock price is below $34.90 per share at closing and 1.724 AT&T shares if our average stock price is above $38.58 at closing. If our average stock price (calculated in accordance with the merger agreement with DIRECTV) is between $34.90 and $38.58 at closing, then DIRECTV shareholders will receive a number of shares between 1.724 and 1.905, equal to $66.50 in value. DIRECTV is a premier pay TV provider in the United States and Latin America, with a high-quality customer base, the best selection of programming, the best technology for delivering and viewing high-quality video on any device and the best customer satisfaction among major U.S. cable and satellite TV providers.

The merger agreement was adopted by DIRECTV's stockholders on September 25, 2014 and the transaction remains subject to review by the FCC and the Department of Justice and to other closing conditions. It is also a condition that all necessary consents by certain foreign governmental entities have been obtained and are in full force and effect. The transaction is still expected to close in the second quarter of 2015. The merger agreement provides certain mutual termination rights for us and DIRECTV, including the right of either party to terminate the agreement if the merger is not consummated by May 18, 2015, subject to extension in certain cases to a date no later than November 13, 2015. Either party may also terminate the agreement if an order permanently restraining, enjoining, or otherwise prohibiting consummation of the merger becomes final and nonappealable. In October 2014, DIRECTV and the National Football League renewed their agreement for the "NFL Sunday Ticket" service substantially on the terms discussed between AT&T and DIRECTV, satisfying one of the conditions to closing the merger. Under certain circumstances relating to a competing transaction, DIRECTV may be required to pay a termination fee to us in connection with or following a termination of the agreement.
17

AT&T INC.
MARCH 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
Dollars in millions except per share amounts
 
Subsequent Debt Issuance
In May 2015, we issued $17,500 in debt to be used for general corporate purposes, including funding previously announced acquisitions.

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, with 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, 2015 and December 31, 2014, gross equipment installment receivables of $3,786 and $4,265 were included on our consolidated balance sheets, of which $2,240 and $2,514 are notes receivable that are included in "Accounts receivable, net."
On June 27, 2014, we entered into the first of a series of uncommitted agreements pertaining to the sale of equipment installment receivables and related security with Citibank, N.A. and various other relationship banks as purchasers (collectively, the Purchasers). Under these agreements, we transferred the receivables to the Purchasers for cash and additional consideration upon settlement of the receivables. Under the terms of the arrangements, we continue to bill and collect on behalf of our customers for the receivables sold. To date, we have collected and remitted approximately $1,298 (net of fees), of which $130 was returned as deferred purchase price.
The following table sets forth a summary of equipment installment receivables sold during the three months ended March 31, 2015:

 
Three months ended
 
 
March 31,
 
 
2015
 
Net receivables sold
$
2,381
 
Cash proceeds received
 
1,524
 
Deferred purchase price recorded
 
858
 
Gross receivables sold were $2,635, before deducting the allowance, imputed interest and trade-in right guarantees.
 

The deferred purchase price was initially recorded at estimated fair value, which was based on remaining installment payments expected to be collected, adjusted by the expected timing and value of device trade-ins, and is 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).
At March 31, 2015, our deferred purchase price receivable was $2,410, of which $1,148 is included in "Other current assets" on our consolidated balance sheets, with the remainder in "Other Assets." At December 31, 2014, our deferred purchase price receivable was $1,606, which is included 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 in 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.
18

AT&T INC.
MARCH 31, 2015

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
Dollars in millions except per share amounts
 
RESULTS OF OPERATIONS

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 services industry both in the United States and internationally, providing wireless and wireline telecommunications services and equipment. You should read this discussion in conjunction with the consolidated financial statements, accompanying notes and management's discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2014. A reference to a "Note" in this section refers to the accompanying Notes to Consolidated Financial Statements. In the tables throughout this section, 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.

Consolidated Results  Our financial results in the first quarter of 2015 and 2014 are summarized as follows:

   
First Quarter
 
   
2015
   
2014
   
Percent
Change
 
 
Operating Revenues
           
   Service
 
$
28,962
   
$
29,776
     
(2.7
) %
   Equipment
   
3,614
     
2,700
     
33.9
 
Total Operating Revenues
   
32,576
     
32,476
     
0.3
 
Operating expenses
                       
   Cost of services and sales
   
14,581
     
13,321
     
9.5
 
   Selling, general and administrative
   
7,961
     
8,260
     
(3.6
)
   Depreciation and amortization
   
4,578
     
4,617
     
(0.8
)
Total Operating Expenses
   
27,120
     
26,198
     
3.5
 
Operating Income
   
5,456
     
6,278
     
(13.1
)
Income Before Income Taxes
   
4,627
     
5,651
     
(18.1
)
Net Income
   
3,276
     
3,734
     
(12.3
)
Net Income Attributable to AT&T
 
$
3,200
   
$
3,652
     
(12.4
) %

Overview
Operating revenues increased $100, or 0.3%, in the first quarter of 2015.

Service revenues decreased $814, or 2.7%, in the first quarter of 2015. The decrease was primarily due to increased adoption of our wireless Mobile Share Value plans, continued declines in our legacy wireline voice and data products and the October 2014 sale of our Connecticut wireline operations, partially offset by strong revenues from AT&T U-verse® (U-verse), strategic business services and revenues from our prepaid wireless offering, Cricket®.

Equipment revenues increased $914, or 33.9%, in the first quarter of 2015. Growth in equipment revenues reflected the continuing trend by our postpaid wireless subscribers to choose devices on installment purchase rather than the device subsidy model. Revenues also increased as subscribers are purchasing higher-priced smartphones.

Operating expenses increased $922, or 3.5%, in the first quarter of 2015.

Cost of services and sales expenses increased $1,260, or 9.5%, in the first quarter of 2015. The increase was primarily due to higher wireless equipment costs resulting from customers choosing higher-priced devices, increased wireless network costs, higher expenses attributable to U-verse subscriber growth, voluntary employee separation charges and an increase in noncash benefit expenses in our Wireline segment. These increases were slightly offset by lower noncash financing-related costs associated with our pension and postretirement benefits and lower traffic compensation costs.
19

AT&T INC.
MARCH 31, 2015

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share amounts
 
Selling, general and administrative expenses decreased $299, or 3.6%, in the first quarter of 2015. The decrease was due to lower advertising, employee related and wireless commissions costs, which were partially offset by increases in our sales expenses resulting from increased competition.
 
Depreciation and amortization expense decreased $39, or 0.8%, in the first quarter of 2015. The decrease is primarily due to extending the estimated useful life of software and abandonment of certain network assets, both in 2014. These decreases were partially offset by increases due to ongoing capital spending for network upgrades and additional expenses associated with the assets acquired from Leap Wireless International, Inc. (Leap) and GSF Telecom Holdings, S.A.P.I. de C.V. (GSF Telecom).

Operating income decreased $822, or 13.1%, in the first quarter of 2015. Our operating income margin in the first quarter decreased from 19.3% in 2014 to 16.7% in 2015.

Interest expense increased $39, or 4.5%, in the first quarter of 2015. The increase was primarily due to higher average debt balances. The increase was partially offset by lower average interest rates and an increase in capitalized interest resulting from spectrum acquired in the AWS-3 Auction (see Note 7).

Equity in net income of affiliates decreased $88 in the first quarter of 2015. This decrease primarily resulted from the sale of América Móvil, S.A. de C.V. (América Móvil) in June 2014 and lower earnings from YP Holdings LLC.

Other income (expense) – net We had other income of $70 in the first quarter of 2015, compared to other income of $145 in the first quarter of 2014. Results for first quarter 2015 included a net gain on the sale of investments of $33 and interest and dividend income of $19. Results for first quarter 2014 included a net gain on the sale of América Móvil shares and other investments of $122 and interest and dividend income of $13.
 
Income taxes decreased $566, or 29.5%, in the first quarter of 2015. Our effective tax rate was 29.2% for the first quarter 2015, compared to 33.9% for first quarter 2014. The decrease in effective tax rate for the first quarter of 2015 was primarily due to recognition of tax benefits related to the restructuring of a portion of our enterprise business.

Selected Financial and Operating Data
       
 
 
March 31,
 
Subscribers and connections in (000s)
 
2015
   
2014
 
Domestic wireless subscribers
   
121,772
     
116,014
 
Network access lines in service
   
18,949
     
23,582
 
U-verse VoIP connections
   
5,200
     
4,134
 
Total wireline broadband connections
   
16,097
     
16,503
 
Debt ratio
   
52.5
%
   
46.6
%
Net debt ratio2
   
50.1
%
   
44.5
%
Ratio of earnings to fixed charges
   
4.22
     
5.50
 
Number of AT&T employees
   
250,790
     
246,730
 
1 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.
2 Net debt ratios are calculated by dividing total debt (debt maturing within one year plus long-term debt) less cash available by total capital (total debt plus total stockholders' equity).
3 See Exhibit 12.
4 Reflects recent acquisition activity.

20

AT&T INC.
MARCH 31, 2015

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share amounts

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 operating segment results presented in Note 4 and discussed below for each segment follow our internal management reporting. We analyze our operating segments based on segment income before income taxes. We make our capital allocation decisions based on our strategic direction of the business, needs of the network (wireless or wireline) providing services and to provide emerging services to our customers. Actuarial gains and losses from pension and other postretirement benefits, interest expense and other income (expense) – net, are managed only on a total company basis and are, accordingly, reflected only in consolidated results. Therefore, these items are not included in each segment's reportable results. The customers and long-lived assets of our reportable segments are predominantly in the United States. We have three reportable segments: (1) Wireless, (2) Wireline and (3) International.

The Wireless segment uses our nationwide network to provide consumer and business customers with wireless data and voice communications services. This segment included our portion of the results from our equity investment in Softcard.

The Wireline segment uses our regional, national and global network to provide consumer and business customers with data and voice communications services, U-verse high speed Internet, video and VoIP services and managed networking to business customers.

The International segment uses the Iusacell and Unefon regional and national networks to provide consumer and business customers with wireless data and voice communication services in Mexico. Beginning April 30, 2015, the International segment also utilizes the regional and national networks of Nextel Mexico to provide similar services.

We discuss capital expenditures for each segment in "Liquidity and Capital Resources."

Wireless
           
Segment Results
           
   
First Quarter
 
   
2015
   
2014
   
Percent
Change
 
 
Segment operating revenues
           
      Service
 
$
14,812
   
$
15,387
     
(3.7
) %
      Equipment
   
3,374
     
2,479
     
36.1
 
Total Segment Operating Revenues
   
18,186
     
17,866
     
1.8
 
                         
Segment operating expenses
                       
      Operations and support
   
11,681
     
10,882
     
7.3
 
      Depreciation and amortization
   
2,058
     
1,931
     
6.6
 
Total Segment Operating Expenses
   
13,739
     
12,813
     
7.2
 
Segment Operating Income
   
4,447
     
5,053
     
(12.0
)
Equity in Net Income (Loss) of Affiliates
   
(4
)
   
(20
)
   
80.0
 
Segment Income
 
$
4,443
   
$
5,033
     
(11.7
) %

21

AT&T INC.
MARCH 31, 2015

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share amounts

The following table highlights other key measures of performance for the Wireless segment:
 
 
           
   
First Quarter
 
 
 
2015
   
2014
   
Percent
Change
 
(in 000s)
Wireless Subscribers
   
121,772
     
116,014
     
5.0
%
   Postpaid smartphones
   
57,157
     
53,020
     
7.8
 
   Postpaid feature phones and data-centric devices
   
19,018
     
20,271
     
(6.2
)
Postpaid
   
76,175
     
73,291
     
3.9
 
Prepaid
   
10,037
     
10,411
     
(3.6
)
Reseller
   
13,595
     
13,886
     
(2.1
)
Connected devices
   
21,965
     
18,426
     
19.2
 
Total Wireless Subscribers
   
121,772
     
116,014
     
5.0
 
 
                       
Net Additions
                       
   Postpaid
   
441
     
625
     
(29.4
)
   Prepaid
   
98
     
88
     
11.4
 
   Reseller
   
(266
)
   
(206
)
   
(29.1
)
   Connected devices
   
945
     
555
     
70.3
 
Net Subscriber Additions
   
1,218
     
1,062
     
14.7
 
 
                       
Mobile Share connections
   
55,581
     
32,585
     
70.6
 
Smartphones under our installment program at end of period
   
18,540
     
4,132
     
-
 
Smartphones sold under our installment program during period
   
4,065
     
2,868
     
41.7
%
 
                       
Total Churn
   
1.40
%
   
1.39
%
 
1 BP
 
Postpaid Churn
   
1.02
%
   
1.07
%
 
(5) BP
 
Represents 100% of AT&T Mobility wireless subscribers.
 
Includes data-centric devices such as session-based tablets, monitoring devices and automobile systems. Excludes postpaid tablets.
 
Excludes merger and acquisition-related additions during the period.
 
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. 

Subscriber Relationships
As the wireless industry continues to mature, we believe that future wireless growth will increasingly depend on our ability to offer innovative services, plans and devices and a wireless network that has sufficient spectrum and capacity to support these innovations on as broad a geographic basis as possible. To attract and retain subscribers in a maturing market, we have launched a wide variety of plans, including Mobile Share and Mobile Share Value (collectively referred to as Mobile Share) and AT&T Next SM (AT&T Next).

At March 31, 2015, we served 121.8 million subscribers, an increase of 5.0% from the prior year. Our subscriber base consists primarily of postpaid accounts and connected devices. Our prepaid services, which include results from services sold under the Cricket brand, are monthly prepaid services.

ARPU
Postpaid phone-only ARPU (average revenue per average wireless subscriber) decreased 9.6% compared to the first quarter of 2014 reflecting subscribers' continued adoption of AT&T Next and Mobile Share Value plans. Postpaid phone-only ARPU plus Next subscriber installment billings (postpaid phone-only ARPU plus AT&T Next) decreased 1.9% compared to the first quarter of 2014 and increased 0.4% sequentially. As AT&T Next continues to grow, postpaid phone-only ARPU plus AT&T Next is expected to increase.
22

AT&T INC.
MARCH 31, 2015

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share amounts

Churn
The effective management of subscriber churn is critical to our ability to maximize revenue growth and to maintain and improve margins. Total churn was slightly higher in the first quarter of 2015, compared to the first quarter of 2014. Postpaid churn, however, was lower for the first quarter of 2015. A significant portion of our postpaid subscribers are on plans that historically have experienced lower churn.

Postpaid
Postpaid subscribers increased 3.9% compared to March 31, 2014. At March 31, 2015, 84% of our postpaid phone subscriber base used smartphones, compared to 78% at March 31, 2014. About 97% of our postpaid smartphone subscribers are on plans that provide for service on multiple devices at reduced rates, and such subscribers tend to have higher retention and lower churn rates. A growing percentage of our postpaid smartphone subscribers are on usage-based data plans, with approximately 49.0 million subscribers on these plans as compared to 42.7 million subscribers in the prior year. About half of our Mobile Share accounts have chosen plans with 10 gigabytes or higher. Device connections on our Mobile Share plans now represent over 70% of our postpaid customer base. Such offerings are intended to encourage existing subscribers to upgrade their current services and/or add connected devices, attract subscribers from other providers and minimize subscriber churn.

As of March 31, 2015, approximately 92% of our postpaid smartphone subscribers use a 4G-capable device (i.e., a device that would operate on our LTE or HSPA+ network), and about 80% of our postpaid smartphone subscribers use an LTE device.

Historically, our postpaid customers have signed two-year service contracts when they purchase subsidized handsets. However, through our Mobile Share plans, we offer postpaid services at lower prices for those customers who either bring their own devices (BYOD) or participate in our AT&T Next program. Approximately 65% of all postpaid smartphone gross adds and upgrades during the first quarter of 2015 chose AT&T Next. We also experienced an 18% increase in the number of BYOD gross adds year over year. While BYOD customers do not generate equipment revenue or incur additional expenses for device subsidy, the service revenue helps improve our margins.

Our AT&T Next program allows for postpaid subscribers to purchase certain devices in installments over a period of up to 30 months. Additionally, after a specified period of time, they also have the right to trade in the original device for a new device and have the remaining unpaid balance satisfied. For customers that elect these trade-in programs, we recognize equipment revenue at the time of the sale for the amount of the customer receivable, net of the fair value of the trade-in right guarantee and imputed interest. A significant percentage of our customers on the AT&T Next program pay a lower monthly service charge, which results in lower service revenue recorded for these subscribers.

Prepaid
Beginning with the first quarter of 2015, we have updated our definition of prepaid subscribers to exclude session-based tablets, which are now included with connected devices. Prepaid subscribers now consist primarily of phone users. On this revised basis, prepaid subscribers decreased 3.6% when compared to the first quarter of 2014.

Operating Results
Service revenues decreased $575, or 3.7%, in the first quarter of 2015. This decrease was largely due to customers continuing to shift to no-device-subsidy plans, which allow for discounted monthly service charges under our Mobile Share plans. While we expect monthly service revenues to continue to be pressured as customers move to Mobile Share plans, we expect equipment revenues to increase for those subscribers who elect the AT&T Next program. The decline in service revenue was partially offset by increased revenues from Cricket and higher handset insurance revenue.
 
Equipment revenues increased $895, or 36.1%, in the first quarter of 2015. The increase was primarily related to the increase in devices sold under our AT&T Next program and the increase in sales of higher-priced smartphones, including those to Cricket customers.
23

AT&T INC.
MARCH 31, 2015

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Dollars in millions except per share amounts

Operations and support expenses increased $799, or 7.3%, in the first quarter of 2015. The first quarter increase was primarily due to the following:
·
Equipment costs increased $690, reflecting the sales of more expensive smartphones. Equipment costs also include subscriber integration charges. We expect Cricket integration charges will continue during 2015 as we complete the migration of those subscribers to our network.
·
Handset insurance cost increased $111 due to an increase in the cost and volume of replacement phones.
·
Network costs, which include incremental costs associated with the acquisition of Leap, increased $100 due to increased lease fees, higher maintenance and energy costs resulting from the increase in the number of cell sites and expenses related to our network enhancement efforts. These increases were partially offset by lower interconnect costs resulting from our ongoing network transition to more efficient Ethernet/IP-based technologies.

Partially offsetting these increases were the following:
·
Selling (other than commissions) and administrative expenses decreased $75, primarily due to: decreases of $113 in advertising and promotions and $50 in information technology and development, partially offset by increases of $55 in sales and marketing and $41 in bad debt expense.
·
Commission expenses decreased $53, primarily due to lower average commission rates paid under the AT&T Next program as well as decreases due to national equipment activation credits. These decreases are partially offset by an increase due to Cricket sales, postpaid gross activations and upgrades.

Depreciation and amortization expense increased $127, or 6.6%, in the first quarter of 2015. The expense increase was primarily due to ongoing capital spending for network upgrades and expansion and additional expenses associated with the assets acquired from Leap, partially offset by fully depreciated assets.

Operating income decreased $606, or 12.0%, in the first quarter of 2015. Our Wireless segment operating income margin in the first quarter decreased from 28.3% in 2014 to 24.5% in 2015.

Wireline
           
Segment Results
           
   
First Quarter
 
   
2015
   
2014
   
Percent
Change
 
 
Segment operating revenues
           
   Service
 
$
13,935
   
$
14,389
     
(3.2
) %
   Equipment
   
213
     
212
     
0.5
 
Total Segment Operating Revenues
   
14,148
     
14,601
     
(3.1
)
Segment operating expenses
                       
   Operations and support
   
10,263
     
10,457
     
(1.9
)
   Depreciation and amortization
   
2,476
     
2,684
     
(7.7
)
Total Segment Operating Expenses
   
12,739
     
13,141