EX-99.3 4 t-2q2022exhibit993.htm EX-99.3 DISCUSSION AND RECONCILIATION OF NON-GAAP MEASURES Document

Discussion and Reconciliation of Non-GAAP Measures for Continuing Operations
 
We believe the following measures are relevant and useful information to investors as they are part of AT&T's internal management reporting and planning processes and are important metrics that management uses to evaluate the operating performance of AT&T and its segments. Management also uses these measures as a method of comparing performance with that of many of our competitors. These measures should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with U.S. generally accepted accounting principles (GAAP).

On April 8, 2022, we completed the previously announced separation of our WarnerMedia business. With the separation and distribution, the WarnerMedia business met the criteria for discontinued operations in the second quarter of 2022. For discontinued operations, we evaluated transactions completed during 2021 that were components of AT&T’s single plan of a strategic shift, including dispositions that may not have individually met the criteria due to materiality, and have determined discontinued operations to be comprised of WarnerMedia, Vrio, Xandr and Playdemic Ltd. (Playdemic). These businesses are reflected in our historical financial statements as discontinued operations, including for periods prior to the consummation of the WarnerMedia/Discovery transaction. The information below refers only to our continuing operations and does not include discussion of balances or activity of WarnerMedia, Vrio, Xandr and Playdemic.

Free Cash Flow

Free cash flow is defined as cash from operations and cash distributions from DIRECTV classified as investing activities minus capital expenditures and cash paid for vendor financing (classified as financing activities). Free cash flow after dividends is defined as cash from operations and cash distributions from DIRECTV, minus capital expenditures, cash paid for vendor financing and dividends on common and preferred shares. Free cash flow dividend payout ratio is defined as the percentage of dividends paid on common and preferred shares to free cash flow. We believe these metrics provide useful information to our investors because management views free cash flow as an important indicator of how much cash is generated by routine business operations, including capital expenditures and vendor financing, and from our continued economic interest in the U.S. video operations as part of our DIRECTV equity method investment, and makes decisions based on it. Management also views free cash flow as a measure of cash available to pay debt and return cash to shareowners.
Free Cash Flow and Free Cash Flow Dividend Payout Ratio
Dollars in millions 
 Second QuarterSix-Month Period
 2022202120222021
Net cash provided by operating activities1
$7,740 $10,181 $15,370 $19,783 
Add: Distributions from DIRECTV classified as investing activities323 — 1,638 — 
Less: Capital expenditures(4,908)(3,710)(9,476)(7,581)
Less: Cash paid for vendor financing(1,771)(1,304)(3,337)(2,994)
Free Cash Flow1,384 5,167 4,195 9,208 
Less: Dividends paid(2,086)(3,830)(5,835)(7,571)
Free Cash Flow after Dividends$(702)$1,337 $(1,640)$1,637 
Free Cash Flow Dividend Payout Ratio150.7 %74.1 %139.1 %82.2 %
1Includes distributions from DIRECTV of $515 in the second quarter and $1,037 in the first six months of 2022.




Cash Paid for Capital Investment

In connection with capital improvements, we negotiate with some of our vendors to obtain favorable payment terms of 120 days or more, referred to as vendor financing, which are excluded from capital expenditures and reported in accordance with GAAP as financing activities. We present an additional view of cash paid for capital investment to provide investors with a comprehensive view of cash used to invest in our networks, product developments and support systems. 
Cash Paid for Capital Investment
Dollars in millions 
 Second QuarterSix-Month Period
 2022202120222021
Capital Expenditures$(4,908)$(3,710)$(9,476)$(7,581)
Cash paid for vendor financing(1,771)(1,304)(3,337)(2,994)
Cash paid for Capital Investment$(6,679)$(5,014)$(12,813)$(10,575)

EBITDA

Our calculation of EBITDA, as presented, may differ from similarly titled measures reported by other companies. For AT&T, EBITDA excludes other income (expense) – net, and equity in net income (loss) of affiliates, as these do not reflect the operating results of our subscriber base or operations that are not under our control. Equity in net income (loss) of affiliates represents the proportionate share of the net income (loss) of affiliates in which we exercise significant influence, but do not control. Because we do not control these entities, management excludes these results when evaluating the performance of our primary operations. EBITDA also excludes interest expense and the provision for income taxes. Excluding these items eliminates the expenses associated with our capital and tax structures. Finally, EBITDA excludes depreciation and amortization in order to eliminate the impact of capital investments. EBITDA does not give effect to cash used for debt service requirements and thus does not reflect available funds for distributions, reinvestment or other discretionary uses. EBITDA is not presented as an alternative measure of operating results or cash flows from operations, as determined in accordance with GAAP.

EBITDA service margin is calculated as EBITDA divided by service revenues.

These measures are used by management as a gauge of our success in acquiring, retaining and servicing subscribers because we believe these measures reflect AT&T's ability to generate and grow subscriber revenues while providing a high level of customer service in a cost-effective manner. Management also uses these measures as a method of comparing operating performance with that of many of its competitors. The financial and operating metrics which affect EBITDA include the key revenue and expense drivers for which management is responsible and upon which we evaluate performance.

We believe EBITDA Service Margin (EBITDA as a percentage of service revenues) to be a more relevant measure than EBITDA Margin (EBITDA as a percentage of total revenue) for our Mobility business unit operating margin. We also use wireless service revenues to calculate margin to facilitate comparison, both internally and externally with our wireless competitors, as they calculate their margins using wireless service revenues as well.


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There are material limitations to using these non-GAAP financial measures. EBITDA, EBITDA margin and EBITDA service margin, as we have defined them, may not be comparable to similarly titled measures reported by other companies. Furthermore, these performance measures do not take into account certain significant items, including depreciation and amortization, interest expense, tax expense and equity in net income (loss) of affiliates. For market comparability, management analyzes performance measures that are similar in nature to EBITDA as we present it, and considering the economic effect of the excluded expense items independently as well as in connection with its analysis of net income as calculated in accordance with GAAP. EBITDA, EBITDA margin and EBITDA service margin should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP.

EBITDA, EBITDA Margin and EBITDA Service Margin
Dollars in millions 
 Second QuarterSix-Month Period
 2022202120222021
Income from Continuing Operations$4,751 $5,969 $9,900 $13,555 
Additions:  
Income Tax Expense1,509 1,151 2,949 3,160 
Interest Expense1,502 1,640 3,128 3,463 
Equity in Net (Income) Loss of Affiliates(504)18 (1,025)24 
Other (Income) Expense - Net(2,302)(1,206)(4,459)(5,436)
Depreciation and amortization4,450 4,429 8,912 8,895 
EBITDA9,406 12,001 19,405 23,661 
Transaction and other costs185 — 283 35 
   Employee separation costs and benefit-related
      (gain) loss
108 (70)201 (104)
Assets impairments and abandonment and
    restructuring
631 — 631 — 
Adjusted EBITDA 1
$10,330 $11,931 $20,520 $23,592 
Less: Video and Other dispositions (1,776) (3,243)
Standalone AT&T Adjusted EBITDA 2
$10,330 $10,155 $20,520 $20,349 
1 See page 5 for additional discussion and reconciliation of adjusted items.
2 See Exhibit 99.4 for reconciliation of Standalone AT&T Adjusted EBITDA.
   

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Segment and Business Unit EBITDA, EBITDA Margin and EBITDA Service Margin
Dollars in millions 
 Second QuarterSix-Month Period
 2022202120222021
Communications Segment
Operating Income$7,226 $7,384 $14,255 $14,815 
Additions:  
Depreciation and amortization4,115 4,085 8,239 8,139 
EBITDA11,341 11,469 22,494 22,954 
Total Operating Revenues28,695 28,128 57,571 56,306 
Operating Income Margin25.2 %26.3 %24.8 %26.3 %
EBITDA Margin39.5 %40.8 %39.1 %40.8 %
Mobility
Operating Income$6,212 $6,007 $12,065 $12,051 
Additions:  
Depreciation and amortization2,017 2,023 4,076 4,037 
EBITDA8,229 8,030 16,141 16,088 
Total Operating Revenues19,926 18,936 40,001 37,970 
Service Revenues15,004 14,346 29,728 28,394 
Operating Income Margin31.2 %31.7 %30.2 %31.7 %
EBITDA Margin41.3 %42.4 %40.4 %42.4 %
EBITDA Service Margin54.8 %56.0 %54.3 %56.7 %
Business Wireline
Operating Income$710 $1,069 $1,569 $2,149 
Additions:  
Depreciation and amortization1,313 1,293 2,612 2,571 
EBITDA2,023 2,362 4,181 4,720 
Total Operating Revenues5,595 6,052 11,235 12,098 
Operating Income Margin12.7 %17.7 %14.0 %17.8 %
EBITDA Margin36.2 %39.0 %37.2 %39.0 %
Consumer Wireline
Operating Income$304 $308 $621 $615 
Additions:  
Depreciation and amortization785 769 1,551 1,531 
EBITDA1,089 1,077 2,172 2,146 
Total Operating Revenues3,174 3,140 6,335 6,238 
Operating Income Margin9.6 %9.8 %9.8 %9.9 %
EBITDA Margin34.3 %34.3 %34.3 %34.4 %
Latin America Segment - Mexico
Operating Income$(82)$(129)$(184)$(263)
Additions:
Depreciation and amortization169 150 330 295 
EBITDA87 21 146 32 
Total Operating Revenues808 688 1,498 1,319 
Operating Income Margin-10.1 %-18.8 %-12.3 %-19.9 %
EBITDA Margin10.8 %3.1 %9.7 %2.4 %


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Adjusting Items

Adjusting items include revenues and costs we consider non-operational in nature, including items arising from asset acquisitions or dispositions. We also adjust for net actuarial gains or losses associated with our pension and postemployment benefit plans due to the often-significant impact on our results (we immediately recognize this gain or loss in the income statement, pursuant to our accounting policy for the recognition of actuarial gains and losses). Consequently, our adjusted results reflect an expected return on plan assets rather than the actual return on plan assets, as included in the GAAP measure of income. Prior periods have been recast for consistency to include gains on benefit-related and other cost investments.

The tax impact of adjusting items is calculated using the effective tax rate during the quarter except for adjustments that, given their magnitude, can drive a change in the effective tax rate, in these cases we use the actual tax expense or combined marginal rate of approximately 25%.   
Adjusting Items
Dollars in millions 
 Second QuarterSix-Month Period
 2022202120222021
Operating Expenses  
Transaction and other costs$185 $— $283 $35 
   Benefit-related (gain) loss and other employee-related
       costs
108 (70)201 (104)
Assets impairments and abandonment and
    restructuring
631 — 631 — 
Adjustments to Operations and Support Expenses924 (70)1,115 (69)
   Amortization of intangible assets17 28 44 114 
Adjustments to Operating Expenses941 (42)1,159 45 
Other  
 DIRECTV intangible amortization (proportionate share)396 — 812 — 
   Benefit-related (gain) loss, transaction financing
       costs and other
314 (213)406 (337)
Actuarial (gain) loss(1,345)197 (2,398)(2,647)
Adjustments to Income Before Income Taxes306 (58)(21)(2,939)
Tax impact of adjustments38 (1)(65)(725)
Tax-related items(79)250 (79)368 
Adjustments to Net Income$347 $(307)$123 $(2,582)

Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA service margin and Adjusted diluted EPS are non-GAAP financial measures calculated by excluding from operating revenues, operating expenses and income tax expense, certain significant items that are non-operational or non-recurring in nature, including dispositions and merger integration and transaction costs, actuarial gains and losses, significant abandonments and impairment, benefit-related gains and losses, employee separation and other material gains and losses. Management believes that these measures provide relevant and useful information to investors and other users of our financial data in evaluating the effectiveness of our operations and underlying business trends.

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Adjusted Operating Revenues, Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA service margin and Adjusted diluted EPS should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP. AT&T's calculation of Adjusted items, as presented, may differ from similarly titled measures reported by other companies.

Adjusted Operating Income, Adjusted Operating Income Margin,
Adjusted EBITDA, and Adjusted EBITDA Margin
Dollars in millions 
 Second QuarterSix-Month Period
 2022202120222021
Operating Income$4,956 $7,572 $10,493 $14,766 
Adjustments to Operating Expenses941 (42)1,159 45 
Adjusted Operating Income5,897 7,530 11,652 14,811 
EBITDA9,406 12,001 19,405 23,661 
Adjustments to Operations and Support Expenses924 (70)1,115 (69)
Adjusted EBITDA10,330 11,931 20,520 23,592 
Total Operating Revenues29,643 35,740 59,355 71,617 
Operating Income Margin16.7 %21.2 %17.7 %20.6 %
Adjusted Operating Income Margin19.9 %21.1 %19.6 %20.7 %
Adjusted EBITDA Margin34.8 %33.4 %34.6 %32.9 %

Adjusted Diluted EPS
 Second QuarterSix-Month Period
 2022202120222021
Diluted Earnings Per Share (EPS)$0.59 $0.76 $1.23 $1.73 
 DIRECTV intangible amortization (proportionate share)0.04 — 0.08 — 
Actuarial (gain) loss 1
(0.13)0.02 (0.24)(0.27)
   Restructuring and impairments0.06 — 0.06 — 
   Benefit-related, transaction and other costs1, 2
0.08 (0.02)0.13 (0.01)
Tax-related items0.01 (0.03)0.01 (0.05)
Adjusted EPS$0.65 $0.73 $1.27 $1.40 
Less: Video and Other dispositions (0.09) (0.18)
Standalone AT&T Adjusted EPS3
$0.65 $0.64 $1.27 $1.22 
Year-over-year growth - Adjusted1.6 %4.1 % 
Weighted Average Common Shares Outstanding with Dilution (000,000)7,611 7,484 7,584 7,483 
1Includes adjustments for actuarial gains or losses associated with our pension benefit plan, which we immediately recognize in the income statement, pursuant to our accounting policy for the recognition of actuarial gains/losses. We recorded total net actuarial gain of $1.3 billion in the second quarter of 2022. As a result, adjusted EPS reflects an expected return on plan assets of $0.8 billion (based on an average expected return on plan assets of 6.75% for our pension trust), rather than the actual return on plan assets of $(4.0) billion (actual pension return of -11.3%), included in the GAAP measure of income. Adjustments also include the impact to our second-quarter 2022 benefit expense accrual that resulted from the first-quarter 2022 remeasurement of plan assets and obligations, which included an increase in the assumed discount rate.
2As of January 1, 2022, we adopted, through retrospective application, Accounting Standards Update (ASU) No. 2020-06, which requires that instruments which may be settled in cash or stock to be presumed settled in stock in calculating diluted EPS. While our intent is to settle the Mobility II preferred interests in cash, the ability to settle this instrument in AT&T shares will result in additional dilutive impact, the magnitude of which is influenced by the fair value of the Mobility II preferred interests and the average AT&T common stock price during the reporting period, which could vary from period-to-period. For these reasons, we have excluded the impact of ASU 2020-06 from our adjusted EPS calculation. The per share impact of ASU 2020-06 was to decrease reported diluted EPS $0.02 and $0.01 for the quarters ended June 30, 2022 and 2021, and $0.02 and $0.02 for the six months ended June 30, 2022 and 2021, respectively.
3See Exhibit 99.4 for reconciliation of Standalone AT&T Adjusted EPS.

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Net Debt to Adjusted EBITDA

Net Debt to EBITDA ratios are non-GAAP financial measures frequently used by investors and credit rating agencies and management believes these measures provide relevant and useful information to investors and other users of our financial data. Our Net Debt to Adjusted EBITDA ratio is calculated by dividing the Net Debt by the sum of the most recent four quarters Adjusted EBITDA. Net Debt is calculated by subtracting cash and cash equivalents and certificates of deposit and time deposits that are greater than 90 days, from the sum of debt maturing within one year and long-term debt.
Net Debt to Adjusted EBITDA - 2022
Dollars in millions   
 Three Months Ended 
 Sept. 30Dec. 31,March 31,June 30,Four Quarters
 
2021 1
2021 1
2022 1
2022
Adjusted EBITDA$10,803 $9,480 $10,190 $10,330 $40,803 
End-of-period current debt    6,210 
End-of-period long-term debt    129,747 
Total End-of-Period Debt    135,957 
Less: Cash and Cash Equivalents    4,018 
Net Debt Balance    131,939 
Annualized Net Debt to Adjusted EBITDA Ratio 2
  3.23 
1As reported in Exhibit 99.4.
2Annualized Net Debt to Adjusted EBITDA Ratio of 3.28 when adjusted to remove the impacts for Video and Other dispositions of $568 and $4 in the third and fourth quarters of 2021, respectively. Additional information on Standalone AT&T can be found in Exhibit 99.4.


Net Debt to Adjusted EBITDA - 2021
Dollars in millions   
 Three Months Ended 
 Sept. 30Dec. 31,March 31,June 30,Four Quarters
 
2020 1
2020 1
2021 1
2021 1
Adjusted EBITDA$11,642 $10,590 $11,661 $11,931 $45,824 
End-of-period current debt    23,975 
End-of-period long-term debt    154,006 
Total End-of-Period Debt    177,981 
Less: Cash and Cash Equivalents    9,924 
Net Debt Balance    168,057 
Annualized Net Debt to Adjusted EBITDA Ratio  3.67 
1As reported in Exhibit 99.4.


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Supplemental Operational Measures

We provide a supplemental discussion of our business solutions operations that is calculated by combining our Mobility and Business Wireline operating units, and then adjusting to remove non-business operations. The following table presents a reconciliation of our supplemental Business Solutions results.
  
 
 
 
 
Supplemental Operational Measure
 Second Quarter
 June 30, 2022June 30, 2021
 MobilityBusiness
Wireline
Adjustments1
Business
Solutions
MobilityBusiness
Wireline
Adjustments1
Business
Solutions
Operating Revenues        
Wireless service$15,004 $ $(12,829)$2,175 $14,346 $— $(12,321)$2,025 
Wireline service 5,416  5,416 — 5,860 — 5,860 
Wireless equipment4,922  (4,048)874 4,590 — (3,809)781 
Wireline equipment 179  179 — 192 — 192 
Total Operating Revenues19,926 5,595 (16,877)8,644 18,936 6,052 (16,130)8,858 
Operating Expenses        
Operations and support11,697 3,572 (9,585)5,684 10,906 3,690 (8,953)5,643 
EBITDA8,229 2,023 (7,292)2,960 8,030 2,362 (7,177)3,215 
Depreciation and amortization2,017 1,313 (1,664)1,666 2,023 1,293 (1,678)1,638 
Total Operating Expenses13,714 4,885 (11,249)7,350 12,929 4,983 (10,631)7,281 
Operating Income6,212 710 (5,628)1,294 6,007 1,069 (5,499)1,577 
1Non-business wireless reported in the Communications segment under the Mobility business unit.
Results have been recast to conform to the current period's classification.
 
 
 
 

Supplemental Operational Measure
 Six-Month Period
 June 30, 2022June 30, 2021
 MobilityBusiness
Wireline
Adjustments1
Business
Solutions
MobilityBusiness
Wireline
Adjustments1
Business
Solutions
Operating Revenues        
Wireless service$29,728 $ $(25,419)$4,309 $28,394 $— $(24,400)$3,994 
Wireline service 10,894  10,894 — 11,732 — 11,732 
Wireless equipment10,273  (8,500)1,773 9,576 — (8,005)1,571 
Wireline equipment 341  341 — 366 — 366 
Total Operating Revenues40,001 11,235 (33,919)17,317 37,970 12,098 (32,405)17,663 
Operating Expenses        
Operations and support23,860 7,054 (19,622)11,292 21,882 7,378 (18,098)11,162 
EBITDA16,141 4,181 (14,297)6,025 16,088 4,720 (14,307)6,501 
Depreciation and amortization4,076 2,612 (3,362)3,326 4,037 2,571 (3,356)3,252 
Total Operating Expenses27,936 9,666 (22,984)14,618 25,919 9,949 (21,454)14,414 
Operating Income12,065 1,569 (10,935)2,699 12,051 2,149 (10,951)3,249 
1Non-business wireless reported in the Communications segment under the Mobility business unit.
Results have been recast to conform to the current period's classification.
 
 
 
 
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