8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) April 22, 2009

AT&T INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8610	43-1301883
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

208 S. Akard St., Dallas, Texas	75202
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (210) 821-4105

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events.

Throughout this document, AT&T Inc. is referred to as “we” or “AT&T.” We are a holding company whose subsidiaries and affiliates operate in the communications services industry. Our subsidiaries and affiliates provide wireless and wireline telecommunications services and equipment, and directory advertising both domestically and worldwide.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this filing contains financial estimates and other forward-looking statements that are subject to risks and uncertainties. A discussion of factors that may affect future results is contained in AT&T’s filings with the Securities and Exchange Commission. AT&T disclaims any obligation to update or revise statements contained in this filing based on new information or otherwise.

We announced on April 22, 2009 that first-quarter 2009 reported earnings were $0.53 per diluted share compared with $0.57 per share for the first quarter of 2008. First-quarter 2009 reported net income was $3.1 billion compared with $3.5 billion for the first quarter of 2008.

First quarter results reflected continued wireless subscriber gains and growth in wireline IP and wireless data services.  Growth in these areas were offset by continuing declines in wireline voice access lines and business voice revenues.

First-quarter 2009 revenues were $30.6 billion compared with $30.7 billion in first-quarter 2008 and first-quarter 2009 operating expenses were $24.8 billion compared with $24.8 billion in the year-ago quarter. First-quarter 2009 reported operating income margin was 18.8%, down from 19.5% in the year-ago quarter, reflecting lower revenue growth, costs associated with the iPhone 3G and noncash pension and retiree benefit expenses of more than $400 million.  First-quarter operating income was $5.7 billion versus $6.0 billion.

AT&T Mobility’s reported revenues for the first-quarter 2009 were $12.9 billion up from $11.8 billion the year-ago quarter. The increase in revenues reflected an increase in net customers and continued strong growth in data revenues.  AT&T Mobility recorded a net gain of 1.2 million wireless customers in the first quarter of 2009, including 875,000 postpaid subscribers, bringing AT&T Mobility's customer base at quarter-end to 78.2  million up 6.9 million compared with first-quarter 2008.  Average revenue per postpaid subscriber increased 2.1 percent versus the year-earlier first quarter due to strong growth in data services.  First-quarter 2009 reported operating expenses totaled $9.5 billion, up 7.3 percent compared with the first quarter of 2008, reflecting costs associated with the iPhone 3G, including customer acquisition costs.

Revenues from our wireline business customers were $10.7 billion versus $11.2 billion in the year-ago quarter, reflecting continuing economic pressures on both retail and wholesale customers, primarily in voice products and CPE. Revenues from wireline consumer customers were $5.4 billion compared with $5.8 billion in the year-ago quarter, as a decline in voice revenues more than offset a continued increase in broadband and video revenues.  Wireline IP data revenues, including U-verse, broadband and business products, increased 16.4 percent and now represent 46.8% of total wireline data revenues.

Revenue connections from our wireline consumer customers (retail voice, high speed Internet and video) totaled 46.8 million at quarter-end 2009 versus 49.3 million at quarter-end 2008 and 47.0 million at year-end 2008.  Total wireline consumer broadband and TV connections over the past year increased by 1.7 million.  Our total switched access lines at quarter-end 2009 were 54.0 million compared with 60.4 million in the year-ago quarter.  The number of U-verse subscribers exceeded 1.3 million at quarter-end 2009, with a net gain of 284,00 subscribers in the first quarter of 2009.  U-verse deployment reached nearly 18 million living units as of quarter-end 2009.

Nearly half of U-verse customers choose one of the two largest video packages.  A previous report that they take the largest package was made in error.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report:

(d)   Exhibits

99.1  AT&T Inc. selected financial statements and operating data (including a revised number of diluted shares outstanding from that reported in the Form 8-K, dated April 22, 2009) .

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AT&T INC.
Date: April 23, 2009	By: /s/ John J. Stephens   John J. Stephens Senior Vice President and Controller

EX-99.1

Financial Data
AT&T Inc.
Consolidated Statements of Income
Dollars in millions except per share amounts
Unaudited	Three Months Ended
	3/31/2009			3/31/2008			% Ch		g
Operating Revenues
Wireless service	$	11,646		$	10,605			9.8	%
Voice		8,506			9,693			-12.2	%
Data		6,250			5,972			4.7	%
Directory		1,249			1,398			-10.7	%
Other		2,920			3,076			-5.1	%
Total Operating Revenues		30,571			30,744			-0.6	%
Operating Expenses
Cost of services and sales (exclusive of
depreciation and amortization shown separately below)		12,242			11,995			2.1	%
Selling, general and administrative		7,706			7,866			-2.0	%
Depreciation and amortization		4,886			4,903			-0.3	%
Total Operating Expenses		24,834			24,764			0.3	%
Operating Income		5,737			5,980			-4.1	%
Interest Expense		849			865			-1.8	%
Equity in Net Income of Affiliates		137			243			-43.6	%
Other Income (Expense) - Net		(15	)		91			-
Income Before Income Taxes		5,010			5,449			-8.1	%
Income Taxes		1,809			1,930			-6.3	%
Net Income		3,201			3,519			-9.0	%
Noncontrolling Interest		(75	)		(58	)		-29.3	%
Net Income Attributable to AT&T	$	3,126		$	3,461			-9.7	%
Basic Earnings Per Share	$	0.53		$	0.58			-8.6	%
Weighted Average Common
Shares Outstanding (000,000)		5,896			5,997			-1.7	%
Diluted Earnings Per Share	$	0.53		$	0.57			-7.0	%
Weighted Average Common
Shares Outstanding with Dilution (000,000)		5,922			6,033			-2.3	%

Financial Data
AT&T Inc.
Statements of Segment Income
Dollars in millions
Unaudited
	Three Months Ended
Wireless	3/31/2009			3/31/2008			% Ch		g
Segment Operating Revenues
Service	$	11,668		$	10,645			9.6	%
Equipment		1,192			1,180			1.0	%
Total Segment Operating Revenues		12,860			11,825			8.8	%
Segment Operating Expenses
Operations and Support		8,085			7,389			9.4	%
Depreciation and amortization		1,434			1,480			-3.1	%
Total Segment Operating Expenses		9,519			8,869			7.3	%
Segment Operating Income		3,341			2,956			13.0	%
Equity in Net Income of Affiliates		-			2			-
Segment Income	$	3,341		$	2,958			12.9	%
Segment Operating Income Margin		26.0	%		25.0	%
Wireline
Segment Operating Revenues
Voice	$	8,708		$	9,919			-12.2	%
Data		6,536			6,205			5.3	%
Other		1,434			1,500			-4.4	%
Total Segment Operating Revenues		16,678			17,624			-5.4	%
Segment Operating Expenses
Operations and Support		11,297			11,493			-1.7	%
Depreciation and amortization		3,240			3,181			1.9	%
Total Segment Operating Expenses		14,537			14,674			-0.9	%
Segment Operating Income		2,141			2,950			-27.4	%
Equity in Net Income of Affiliates		4			6			-33.3	%
Segment Income	$	2,145		$	2,956			-27.4	%
Segment Operating Income Margin		12.8	%		16.7	%
Advertising Solutions
Segment Operating Revenues	$	1,269		$	1,417			-10.4	%
Segment Operating Expenses
Operations and Support		749			787			-4.8	%
Depreciation and amortization		176			212			-17.0	%
Total Segment Operating Expenses		925			999			-7.4	%
Segment Income	$	344		$	418			-17.7	%
Segment Income Margin		27.1	%		29.5	%
Other
Segment Operating Revenues	$	437		$	544			-19.7	%
Segment Operating Expenses		526			888			-40.8	%
Segment Operating Income (Loss)		(89	)		(344	)		-74.1	%
Equity in Net Income of Affiliates		133			235			-43.4	%
Segment Income (Loss)	$	44		$	(109	)		-

Financial Data
AT&T Inc.
Consolidated Balance Sheets
Dollars in millions except per share amounts
	3/31/09			12/31/08
	Unaudited
Assets
Current Assets
Cash and cash equivalents	$	3,812		$	1,792
Accounts receivable - net of allowances for
uncollectibles of $1,271 and $1,270		14,965			16,047
Prepaid expenses		1,704			1,538
Deferred income taxes		957			1,014
Other current assets		2,083			2,165
Total current assets		23,521			22,556
Property, Plant and Equipment - Net		98,339			99,088
Goodwill		71,694			71,829
Licenses		47,461			47,306
Customer Lists and Relationships - Net		9,605			10,582
Other Intangible Assets - Net		5,797			5,824
Investments in Equity Affiliates		2,413			2,332
Other Assets		5,528			5,728
Total Assets	$	264,358		$	265,245
Liabilities and Stockholders' Equity
Current Liabilities
Debt maturing within one year	$	10,790		$	14,119
Accounts payable and accrued liabilities		17,359			20,032
Advanced billing and customer deposits		4,065			3,849
Accrued taxes		2,399			1,874
Dividends payable		2,419			2,416
Total current liabilities		37,032			42,290
Long-Term Debt		63,560			60,872
Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes		19,376			19,196
Postemployment benefit obligation		32,032			31,930
Other noncurrent liabilities		14,663			14,207
Total deferred credits and other noncurrent liabilities		66,071			65,333
Stockholders' Equity
Common shares issued ($1 par value)		6,495			6,495
Capital in excess of par value		91,638			91,728
Retained earnings		37,296			36,591
Treasury shares (at cost)		(21,283	)		(21,410	)
Noncontrolling interest		404			403
Accumulated other comprehensive income (loss)		(16,855	)		(17,057	)
Total stockholders' equity		97,695			96,750
Total Liabilities and Stockholders' Equity	$	264,358		$	265,245

Financial Data
AT&T Inc.
Consolidated Statements of Cash Flows
Dollars in millions, increase (decrease) in cash and cash equivalents
Unaudited	Three months ended
	March 31,
	2009			2008
Operating Activities
Net income	$	3,126		$	3,461
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,886			4,903
Undistributed earnings from investments in equity affiliates		(137	)		(220	)
Provision for uncollectible accounts		509			480
Deferred income tax expense (benefit)		126			569
Net (gain) loss from impairment and sale of investments		82			(46	)
Changes in operating assets and liabilities:
Accounts receivable		573			(150	)
Other current assets		(108	)		159
Accounts payable and accrued liabilities		(1,347	)		(4,654	)
Stock-based compensation tax benefit		-			(7	)
Other - net		205			462
Total adjustments		4,789			1,496
Net Cash Provided by Operating Activities		7,915			4,957
Investing Activities
Construction and capital expenditures
Capital expenditures		(3,173	)		(4,178	)
Interest during construction		(185	)		(70	)
Acquisitions, net of cash acquired		-			(3,662	)
Dispositions		181			47
Proceeds from sale of securities, net of investments		(10	)		131
Sale of other investments		-			-
Other		30			33
Net Cash Used in Investing Activities		(3,157	)		(7,699	)
Financing Activities
Net change in short-term borrowings with original maturities of three months or less		(3,909	)		5,786
Issuance of long-term debt		5,450			3,972
Repayment of long-term debt		(1,261	)		(613	)
Purchase of treasury shares		-			(4,071	)
Issuance of treasury shares		1			103
Dividends paid		(2,416	)		(2,422	)
Stock-based compensation tax benefit		-			7
Other		(603	)		(27	)
Net Cash Used in Financing Activities		(2,738	)		2,735
Net increase (decrease) in cash and cash equivalents		2,020			(7	)
Cash and cash equivalents beginning of year		1,792			1,970
Cash and Cash Equivalents End of Period	$	3,812		$	1,963

Financial Data
AT&T Inc.
Supplementary Operating and Financial Data
Dollars in millions except per share amounts
Unaudited	Three Months Ended
	3/31/2009			3/31/2008			% Ch		g
Wireless
Wireless Customers (000)		78,232			71,367			9.6	%
Net Customer Additions (000)		1,223			1,295			-5.6	%
M&A Activity, Partitioned Customers and Other Adjs. (000)		-			20
Postpaid Customers (000)		60,957			56,016			8.8	%
Net Postpaid Customer Additions (000)		875			705			24.1	%
Postpaid Churn		1.2	%		1.2	%	0 B		P
Licensed POPs (000,000)		306			304			0.7	%
In-Region Wireline 1
Total Consumer Revenue Connections (000)
Retail Consumer Voice Connections 2		26,780			30,316			-11.7	%
Retail Consumer Additional Voice Connections 2		3,189			3,866			-17.5	%
Consumer  Wired Broadband Connections 3		13,344			12,547			6.4	%
Video Connections: 4
Satellite Connections		2,205			2,232			-1.2	%
U-verse Video Connections		1,329			379
Total Consumer Revenue Connections (000)		46,847			49,340			-5.1	%
Net Consumer Revenue Connection Changes (000)		(196	)		(98	)
Broadband and Video
Total Broadband Connections (000) 5		16,736			15,419			8.5	%
Net Broadband Connection Changes (000) 5		471			617			-23.7	%
Total Video Connections (000) 4		3,534			2,611			35.4	%
Net Video Connection Changes (000) 4		299			264			13.3	%
AT&T Inc.
Construction and capital expenditures
Capital Expenditures	$	3,173		$	4,178			-24.1	%
Interest during construction	$	185		$	70
Dividends Declared per Share	$	0.4100		$	0.4000			2.5	%
End of Period Common Shares Outstanding (000,000)		5,900			5,939			-0.7	%
Debt Ratio 6		43.2%			39.5%		370 B		P
Total Employees		294,600			310,070			-5.0	%

1	In-region wireline represents access lines served by AT&T's incumbent local exchange companies.
2	Includes consumer U-verse Voice over IP connections.
3	Wireline consumer broadband connections include DSL lines, U-verse high speed Internet access and satellite broadband.
4	Video connections include sales under agency agreements with EchoStar and DirecTV customers and U-verse connections.
5	Total broadband connections include DSL lines, U-verse high speed Internet access, satellite broadband and 3G LaptopConnect cards.
6	Total long-term debt plus debt maturing within one year divided by total debt plus total stockholders' equity.
7	Prior year amounts restated to conform to current period reporting methodology.
Note: For the end of 1Q09, total switched access lines were 53,992, retail business switched access lines totaled 21,364, and wholesale and coin switched access lines totaled 3,053.