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)  October 24, 2012

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 both domestically and internationally.

We announced on October 24, 2012 that third-quarter 2012 net income attributable to AT&T totaled $3.6 billion, or $0.63 per diluted share, compared to net income attributable to AT&T of $3.6 billion, or $0.61 per diluted share, in the third quarter of 2011.

On a reported basis, our third-quarter 2012 revenues were $31.5 billion, flat with the third-quarter 2011. Third quarter 2012 revenues reflect the loss of directory revenues resulting from the second-quarter 2012 sale of our Advertising Solutions segment and continued declines in wireline voice revenues mostly offset by increased wireless service and equipment revenue and wireline data revenues. Compared with results for the third quarter of 2011, operating expenses were $25.4 billion versus $25.2 billion; operating income was $6.0 billion, down from $6.2 billion; and AT&T's operating income margin was 19.2 percent, compared to 19.8 percent in the year-ago quarter. AT&T expects capital expenditures to come in at the low-end of the $19 billion to $20 billion range while still meeting network build targets.

AT&T Mobility’s reported revenues for the third-quarter 2012 were $16.6 billion, up 6.6 percent versus the year-ago quarter. The increase in revenues reflected an increase in net subscribers, continued strong growth in data revenues and higher equipment revenues in the quarter due to the latest iPhone launch.

AT&T Mobility recorded a net gain of 678,000 wireless subscribers in the third quarter of 2012, bringing AT&T’s wireless subscriber base to 105.9 million at September 30, 2012, compared to 100.7 million at September 30, 2011. The subscriber increase reflects gains in every customer category. During the third quarter net adds for connected devices on AT&T’s wireless network were 313,000, postpaid subscriber net adds were 151,000, reseller net adds were 137,000 and prepaid net adds were 77,000. For the quarter, average revenue per postpaid subscriber increased 2.4 percent versus the year-earlier quarter due to strong data revenue growth.

Third quarter total smartphone sales were 6.1 million, including 4.7 million iPhone activations, reflecting the late September 2012 launch of the latest model (iPhone 5). Postpaid results were impacted by iPhone 5 inventory constraints which resulted in the vast majority of third-quarter iPhone sales going to existing customers. Nearly two-thirds of all smartphone subscribers are on usage-based data plans, compared to about half a year ago. Branded computing subscribers, which include tablets, aircards, Mi-Fi devices, tethering plans and other data-only devices, totaled 6.4 million, a gain of 139,000 in the third quarter of 2012. Branded computing subscribers are reflected in prepaid and postpaid subscriber totals (but tethering plans are not included in subscriber net adds). Tablet subscribers increased 114,000, all of which were postpaid subscribers, reflecting the strong adoption of our new shared data plans launched in August 2012.

Postpaid churn was 1.08 percent, compared to 1.15 percent in the year-ago third quarter and 0.97 percent in the second quarter of 2012. Total customer churn was 1.34 percent versus 1.28 percent in the third quarter of 2011 and 1.18 percent in the second quarter of 2012.

Third-quarter 2012 reported wireless operating expenses totaled $12.3 billion, up 11.7% versus the third quarter of 2011, primarily due to higher smartphone activations resulting from the September 2012 iPhone 5 launch and increased customer upgrade levels. AT&T Mobility’s operating income margin was 26.2 percent compared to 29.5 percent in the year-ago quarter, reflecting these expense factors and partially offset by further revenue growth from the company’s base of high-value smartphone subscribers and other improved operating efficiencies.

Revenues from our Wireline segment were $14.8 billion, a 1.6 percent decrease from the year-ago quarter and were down slightly on a sequential quarterly basis. Revenues from our wireline business customers were $9.1 billion, a decrease of 2.6 percent from the year-ago quarter, reflecting continued declines in older circuit-based data services and voice partially offset by increases in Internet-Protocol-based data services. Revenues from our wireline consumer customers were $5.4 billion, an increase of 2.0 percent compared to the third-quarter 2011, driven by a continued increase in broadband and video revenues partially offset by the decline in voice revenues.

At September 30, 2012, our total switched access lines were 33.1 million compared with 38.0 million at September 30, 2011. The decline reflects continuing economic pressures on our customers as well as increasing competition from wireless, Voice over Internet Protocol and cable providers. Our total broadband connections were 16.4 million at September 30, 2012 and 16.5 million at September 30, 2011. U-verse High Speed Internet subscribers totaled 7.1 million at September 30, 2012, a 53 percent increase over the year-earlier quarter. At September 30, 2012, the number of U-verse video subscribers totaled 4.3 million, with a net gain of 198,000 subscribers in the third quarter of 2012. U-verse video penetration of eligible living units continues to grow and was at 18.0 percent in the third quarter of 2012. The number of U-verse voice connections (which use VoIP technology and therefore are not included in the access line total) increased by 166,000 in the quarter to reach 2.7 million.

Third-quarter wireline operating expenses totaled $12.9 billion, down 2.1 percent from the year-ago quarter, driven by continuing initiatives to reduce cost. AT&T’s wireline operating margin was 12.9 percent, compared to 12.4 percent in the year-earlier quarter.

Repurchases of our common stock under our previously announced share repurchase authorization by our Board of Directors totaled 101.0 million shares, or $3.8 billion during the quarter ended September 30, 2012. During the first nine months of 2012, we repurchased a total of 244.5 million shares, or $8.4 billion. In July 2012, the Board of Directors authorized the repurchase of an additional 300 million shares. We expect to continue to repurchase shares.

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.

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.

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: October 24, 2012	By: /s/ Paul W. Stephens        Paul W. 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									Nine Months Ended
	9/30/2012			9/30/2011			% Chg			9/30/2012			9/30/2011			% Chg
Operating Revenues
Wireless service	$	14,906		$	14,261			4.5	%	$	44,237		$	42,379			4.4	%
Data		7,977			7,459			6.9	%		23,695			21,979			7.8	%
Voice		5,565			6,242			-10.8	%		17,155			19,132			-10.3	%
Directory		-			803			-			1,049			2,512			-58.2	%
Other		3,011			2,713			11.0	%		8,720			8,218			6.1	%
Total Operating Revenues		31,459			31,478			-0.1	%		94,856			94,220			0.7	%
Operating Expenses
Cost of services and sales (exclusive of depreciation and      amortization shown separately below)		12,718			12,656			0.5	%		38,000			38,225			-0.6	%
Selling, general and administrative		8,192			7,969			2.8	%		24,330			23,983			1.4	%
Depreciation and amortization		4,512			4,618			-2.3	%		13,571			13,804			-1.7	%
Total Operating Expenses		25,422			25,243			0.7	%		75,901			76,012			-0.1	%
Operating Income		6,037			6,235			-3.2	%		18,955			18,208			4.1	%
Interest Expense		824			889			-7.3	%		2,624			2,583			1.6	%
Equity in Net Income of Affiliates		182			193			-5.7	%		537			649			-17.3	%
Other Income (Expense) - Net		47			46			2.2	%		122			132			-7.6	%
Income Before Income Taxes		5,442			5,585			-2.6	%		16,990			16,406			3.6	%
Income Tax Expense		1,741			1,899			-8.3	%		5,672			5,594			1.4	%
Net Income		3,701			3,686			0.4	%		11,318			10,812			4.7	%
Less: Net Income Attributable to Noncontrolling Interest		(66	)		(63	)		-4.8	%		(197	)		(190	)		-3.7	%
Net Income Attributable to AT&T	$	3,635		$	3,623			0.3	%	$	11,121		$	10,622			4.7	%
Basic Earnings Per Share Attributable to AT&T	$	0.63		$	0.61			3.3	%	$	1.90		$	1.79			6.1	%
Weighted Average Common      Shares Outstanding (000,000)		5,771			5,936			-2.8	%		5,848			5,931			-1.4	%
Diluted Earnings Per Share Attributable to AT&T	$	0.63		$	0.61			3.3	%	$	1.90		$	1.79			6.1	%
Weighted Average Common      Shares Outstanding with Dilution (000,000)		5,792			5,954			-2.7	%		5,869			5,950			-1.4	%

Financial Data
AT&T Inc.
Statements of Segment Income
Dollars in millions
Unaudited
	Three Months Ended									Nine Months Ended
Wireless	9/30/2012			9/30/2011			% Chg			9/30/2012			9/30/2011			% Chg
Segment Operating Revenues
Service	$	14,906		$	14,261			4.5	%	$	44,237		$	42,379			4.4	%
Equipment		1,726			1,345			28.3	%		4,884			4,140			18.0	%
Total Segment Operating Revenues		16,632			15,606			6.6	%		49,121			46,519			5.6	%
Segment Operating Expenses
Operations and support		10,549			9,376			12.5	%		30,337			29,023			4.5	%
Depreciation and amortization		1,730			1,620			6.8	%		5,092			4,741			7.4	%
Total Segment Operating Expenses		12,279			10,996			11.7	%		35,429			33,764			4.9	%
Segment Operating Income		4,353			4,610			-5.6	%		13,692			12,755			7.3	%
Equity in Net Income (Loss) of Affiliates		(17	)		(8	)		-			(45	)		(19	)		-
Segment Income	$	4,336		$	4,602			-5.8	%	$	13,647		$	12,736			7.2	%
Segment Operating Income Margin		26.2	%		29.5	%					27.9	%		27.4	%
Wireline
Segment Operating Revenues
Data	$	7,977		$	7,459			6.9	%	$	23,695		$	21,979			7.8	%
Voice		5,565			6,242			-10.8	%		17,155			19,132			-10.3	%
Other		1,271			1,354			-6.1	%		3,795			4,025			-5.7	%
Total Segment Operating Revenues		14,813			15,055			-1.6	%		44,645			45,136			-1.1	%
Segment Operating Expenses
Operations and support		10,134			10,295			-1.6	%		30,516			30,752			-0.8	%
Depreciation and amortization		2,774			2,892			-4.1	%		8,348			8,726			-4.3	%
Total Segment Operating Expenses		12,908			13,187			-2.1	%		38,864			39,478			-1.6	%
Segment Operating Income		1,905			1,868			2.0	%		5,781			5,658			2.2	%
Equity in Net Income (Loss) of Affiliates		-			-			-			(1	)		-			-
Segment Income	$	1,905		$	1,868			2.0	%	$	5,780		$	5,658			2.2	%
Segment Operating Income Margin		12.9	%		12.4	%					12.9	%		12.5	%
Advertising Solutions
Segment Operating Revenues	$	-		$	803			-		$	1,049		$	2,512			-58.2	%
Segment Operating Expenses
Operations and support		-			554			-			773			1,707			-54.7	%
Depreciation and amortization		-			94			-			106			301			-64.8	%
Total Segment Operating Expenses		-			648			-			879			2,008			-56.2	%
Segment Income	$	-		$	155			-		$	170		$	504			-66.3	%
Segment Income Margin		-			19.3	%					16.2	%		20.1	%
Other
Segment Operating Revenues	$	14		$	14			-		$	41		$	53			-22.6	%
Segment Operating Expenses		235			412			-43.0	%		729			762			-4.3	%
Segment Operating Income (Loss)		(221	)		(398	)		44.5	%		(688	)		(709	)		3.0	%
Equity in Net Income of Affiliates		199			201			-1.0	%		583			668			-12.7	%
Segment Income (Loss)	$	(22	)	$	(197	)		88.8	%	$	(105	)	$	(41	)		-

Financial Data
AT&T Inc.
Consolidated Balance Sheets
Dollars in millions except per share amounts
	9/30/12			12/31/11
	Unaudited
Assets
Current Assets
Cash and cash equivalents	$	2,217		$	3,185
Accounts receivable - net of allowances for    doubtful accounts of $606 and $878		12,398			13,606
Prepaid expenses		1,337			1,155
Deferred income taxes		1,312			1,470
Other current assets		1,694			3,611
Total current assets		18,958			23,027
Property, Plant and Equipment - Net		108,217			107,087
Goodwill		69,762			70,842
Licenses		52,082			51,374
Customer Lists and Relationships - Net		1,622			2,757
Other Intangible Assets - Net		5,038			5,212
Investments in and Advances to Equity Affiliates		4,563			3,718
Other Assets		6,607			6,327
Total Assets	$	266,849		$	270,344
Liabilities and Stockholders' Equity
Current Liabilities
Debt maturing within one year	$	3,433		$	3,453
Accounts payable and accrued liabilities		18,936			19,858
Advanced billing and customer deposits		3,709			3,872
Accrued taxes		2,209			1,003
Dividends payable		2,511			2,608
Total current liabilities		30,798			30,794
Long-Term Debt		60,314			61,300
Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes		29,092			25,748
Postemployment benefit obligation		33,842			34,011
Other noncurrent liabilities		11,529			12,694
Total deferred credits and other noncurrent liabilities		74,463			72,453
Stockholders' Equity
Common stock		6,495			6,495
Additional paid-in capital		90,982			91,156
Retained earnings		28,907			25,453
Treasury stock		(28,533	)		(20,750	)
Accumulated other comprehensive income		3,106			3,180
Noncontrolling interest		317			263
Total stockholders' equity		101,274			105,797
Total Liabilities and Stockholders' Equity	$	266,849		$	270,344

Financial Data
AT&T Inc.
Consolidated Statements of Cash Flows
Dollars in millions
Unaudited	Nine Months Ended September 30,
	2012			2011
Operating Activities
Net income	$	11,318		$	10,812
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization		13,571			13,804
Undistributed earnings from investments in equity affiliates		(483	)		(539	)
Provision for uncollectible accounts		835			805
Deferred income tax expense and noncurrent
unrecognized tax benefits		3,441			4,942
Net (gain) loss from sale of investments, net of impairments		(27	)		(57	)
Changes in operating assets and liabilities:
Accounts receivable		(450	)		(573	)
Other current assets		1,459			1,342
Accounts payable and accrued liabilities		387			(2,533	)
Other - net		(1,107	)		(853	)
Total adjustments		17,626			16,338
Net Cash Provided by Operating Activities		28,944			27,150
Investing Activities
Construction and capital expenditures:
Capital expenditures		(13,619	)		(14,625	)
Interest during construction		(197	)		(119	)
Acquisitions, net of cash acquired		(551	)		(430	)
Dispositions		807			76
Sales (purchases) of securities, net		311			45
Other		(2	)		28
Net Cash Used in Investing Activities		(13,251	)		(15,025	)
Financing Activities
Net change in short-term borrowings with
original maturities of three months or less		-			(1,620	)
Issuance of long-term debt		6,935			7,935
Repayment of long-term debt		(8,042	)		(1,298	)
Purchase of treasury stock		(8,374	)		-
Issuance of treasury stock		460			216
Dividends paid		(7,738	)		(7,627	)
Other		98			(406	)
Net Cash Used in Financing Activities		(16,661	)		(2,800	)
Net (decrease) increase in cash and cash equivalents		(968	)		9,325
Cash and cash equivalents beginning of year		3,185			1,437
Cash and Cash Equivalents End of Period	$	2,217		$	10,762

Financial Data
AT&T Inc.
Supplementary Operating and Financial Data
Dollars in millions except per share amounts
Unaudited		Three Months Ended								Nine Months Ended
		9/30/2012			9/30/2011			% Chg		9/30/2012			9/30/2011			% Chg
Wireless
Volumes (000)
	Total										105,871			100,738		5.1	%
	Postpaid										69,747			68,614		1.7	%
	Prepaid										7,545			7,059		6.9	%
	Reseller										14,573			13,028		11.9	%
	Connected Devices										14,006			12,037		16.4	%
Wireless Net Adds (000)
	Total		678			2,123		-68.1	%		2,670			5,202		-48.7	%
	Postpaid		151			319		-52.7	%		658			712		-7.6	%
	Prepaid		77			293		-73.7	%		294			515		-42.9	%
	Reseller		137			473		-71.0	%		793			1,282		-38.1	%
	Connected Devices		313			1,038		-69.8	%		925			2,693		-65.7	%
	M&A Activity, Partitioned Customers and Other Adjs.		(13	)		-		-			(46	)		-		-
Wireless Churn
	Postpaid Churn		1.08	%		1.15	%	-7 BP			1.05	%		1.16	%	-11 BP
	Total Churn		1.34	%		1.28	%	6 BP			1.33	%		1.36	%	-3 BP
Other
	Branded Computing Subscribers1										6,419			4,537		41.5	%
	Licensed POPs (000,000)										313			313		0.0	%
Wireline
Voice
	Total Wireline Voice Connections										35,821			40,098		-10.7	%
	Net Change		(1,020	)		(1,200	)	15.0	%		(3,191	)		(3,465	)	7.9	%
Broadband
	Total Wireline Broadband Connections										16,392			16,476		-0.5	%
	Net Change2		(42	)		3		-			(35	)		167		-
Video
	U-verse										4,344			3,583		21.2	%
	Satellite										1,633			1,809		-9.7	%
	Total Video Connections										5,977			5,392		10.8	%
	Net Change		147			133		10.5	%		421			475		-11.4	%
Consumer Revenue Connections
	Broadband3										14,501			14,530		-0.2	%
	Video Connections4										5,954			5,381		10.6	%
	Voice5										19,222			21,941		-12.4	%
Total Consumer Revenue Connections											39,677			41,852		-5.2	%
	Net Change		(518	)		(652	)	20.6	%		(1,589	)		(1,575	)	-0.9	%
AT&T Inc.
	Construction and capital expenditures
	Capital expenditures	$	4,877		$	5,220		-6.6	%	$	13,619		$	14,625		-6.9	%
	Interest during construction	$	67		$	42		59.5	%	$	197		$	119		65.5	%
	Dividends Declared per Share	$	0.44		$	0.43		2.3	%	$	1.32		$	1.29		2.3	%
	End of Period Common Shares Outstanding (000,000)										5,707			5,926		-3.7	%
	Debt Ratio6										38.6	%		38.5	%	10 BP
	Total Employees										241,130			256,210		-5.9	%
1	Branded Computing Subscribers includes tablets, tethering plans, aircards, mobile Wi-Fi hot spots and other data-only devices.
2	Prior year amounts restated to conform to current period reporting methodology.
3	Consumer wireline 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	Includes consumer U-verse Voice over Internet Protocol connections of 2,733 as of September 30, 2012.
6	Total long-term debt plus debt maturing within one year divided by total debt plus total stockholders' equity.
	Note: For the end of 3Q12, total switched access lines were 33,088, retail business switched access lines totaled 14,619, and wholesale
	and coin switched access lines totaled 1,980.