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 23, 2013

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 April 23, 2013 that first-quarter 2013 net income attributable to AT&T totaled $3.7 billion, or $0.67 per share, compared to net income attributable to AT&T of $3.6 billion, or $0.60 per diluted share, in the first quarter of 2012.  

First-quarter 2013 revenues were $31.4 billion, down 1.5 percent from the first-quarter 2012. First quarter 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, offset by increased wireless data and equipment revenues and wireline data revenues. Compared with results for the first quarter of 2012, operating expenses were $25.4 billion versus $25.7 billion; operating income was $5.9 billion, down from $6.1 billion; and AT&T's operating income margin was 18.9 percent, compared to 19.2 percent.

Revenues from our Wireless segment for the first-quarter of 2013 were $16.7 billion, up 3.4 percent versus the year-ago quarter. The increase in revenues reflected an increase in net subscribers and continued strong growth in data revenues. First-quarter 2013 wireless operating expenses totaled $12.0 billion, up 3.2 percent versus the first quarter of 2012. AT&T’s wireless operating income margin was 28.0 percent compared to 27.8 percent in the year-ago quarter, reflecting revenue growth from the company’s base of high-value smartphone subscribers and other improved operating efficiencies.

We reported a net gain of 291,000 wireless subscribers in the first quarter of 2013, bringing our wireless customer base to approximately 107.3 million at March 31, 2013, compared to 103.9 million at March 31, 2012. During the first quarter, net adds for connected devices were 431,000 and postpaid subscriber net adds were 296,000. First-quarter postpaid net adds reflect the continued adoption of smartphones and sales of almost 365,000 tablets. Reseller had a net loss of 252,000, which was primarily due to resellers rationalizing their accounts due to or no low usage. Prepaid had a net loss of 184,000 primarily due to declines in session-based tablets and declines in GoPhone. For the quarter, average revenue per postpaid subscriber increased 0.9 percent versus the year-earlier quarter due to strong data growth.

During the first quarter of 2013, smartphone sales were 6.0 million, including 4.8 million iPhone activations. At the end of the quarter, approximately 70 percent, or 33.5 million, of postpaid smartphone subscribers are on usage-based data plans, compared to about 61 percent, or 25.1 million, a year ago.

Postpaid churn was 1.04 percent, compared to 1.10 percent in the year-ago, primarily due to a policy change with third party retailers, and compared to 1.19 percent in the fourth quarter of 2012. Total customer churn was 1.38 percent versus 1.47 percent in the first quarter of 2012 and 1.42 percent in the fourth quarter of 2012.

Revenues from our Wireline segment for the first quarter of 2013 were $14.7 billion, a 1.8 percent decrease from the year-ago quarter and a 1.8 percent decrease on a sequential quarterly basis. Revenues from our wireline business customers were $8.9 billion, a decrease of 3.4 percent from the year-ago quarter, reflecting continued declines in older circuit-based data services and voice partially offset by increases in IP-based data services. Revenues from our wireline consumer customers were $5.5 billion, an increase of 2.0 percent compared to the first-quarter 2012, driven by a continued increase in IP-based broadband and video revenues partially offset by the decline in voice revenues.

At March 31, 2013, our total switched access lines were 28.0 million compared with 32.7 million at March 31, 2012. The decline reflects continuing economic pressures on our customers as well as customers switching to another AT&T product like wireless and Voice over Internet Protocol (VoIP) and increasing competition from other wireless, VoIP and cable providers. Our total broadband connections were 16.5 million at March 31, 2013 and March 31, 2012. U-verse High Speed Internet subscribers totaled 8.4 million at March 31, 2013, a 42 percent increase over the year-earlier quarter and now represent more than 50 percent of our total broadband base. At March 31, 2013, the number of U-verse video subscribers totaled 4.8 million, with a net gain of 232,000 subscribers in the first quarter of 2013. U-verse video penetration of customer locations continues to grow and was 19.4 percent at March 31, 2013. The number of U-verse voice connections (which use VoIP technology and therefore are not included in the access line total) increased by 215,000 in the quarter to reach 3.1 million.

First-quarter wireline operating expenses totaled $13.0 billion, down 1.4 percent from the year-ago quarter, driven by continuing initiatives to reduce cost. AT&T’s wireline operating margin was 11.1 percent, compared to 11.5 percent in the year-earlier quarter.

In March 2013, the Board of Directors authorized the repurchase of an additional 300 million shares. Since the beginning of 2012, we have been buying back shares under two previous 300 million share repurchase authorizations. The first repurchase authorization was completed in the fourth quarter of 2012. During the first quarter of 2013, we continued buying back stock under the second authorization, repurchasing an additional 168 million shares for $5.9 billion under the second authorization. At the end of the first quarter, about 61 million shares remained on the second authorization, which we expect to complete in the second quarter.  We expect to make future repurchases opportunistically, which will slow the pace of buybacks compared to recent activity.

We continue to expect capital expenditures for 2013 to be in the $21 billion range and now expect capital expenditures for 2014 and 2015 to each be in the $20 billion range with no reduction in the Project Velocity IP (VIP) broadband expansion. Previously, we expected capital spending of $22 billion annually in 2014 and 2015. We are achieving savings through greater integration efficiencies in Project VIP, accelerating LTE build in 2013 and other ongoing initiatives.

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: April 23, 2013	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
		3/31/2013			3/31/2012			% Chg
Operating Revenues		$	31,356		$	31,822			-1.5	%
Operating Expenses
Cost of services and sales (exclusive of depreciation and      amortization shown separately below)			12,554			12,817			-2.1	%
Selling, general and administrative			8,333			8,344			-0.1	%
Depreciation and amortization			4,529			4,560			-0.7	%
Total Operating Expenses			25,416			25,721			-1.2	%
Operating Income			5,940			6,101			-2.6	%
Interest Expense			827			859			-3.7	%
Equity in Net Income of Affiliates			185			223			-17.0	%
Other Income (Expense) - Net			32			52			-38.5	%
Income Before Income Taxes			5,330			5,517			-3.4	%
Income Tax Expense			1,557			1,865			-16.5	%
Net Income			3,773			3,652			3.3	%
Less: Net Income Attributable to Noncontrolling Interest			(73	)		(68	)		-7.4	%
Net Income Attributable to AT&T		$	3,700		$	3,584			3.2	%
Basic Earnings Per Share Attributable to AT&T		$	0.67		$	0.60			11.7	%
Weighted Average Common      Shares Outstanding (000,000)			5,513			5,918			-6.8	%
Diluted Earnings Per Share Attributable to AT&T		$	0.67		$	0.60			11.7	%
Weighted Average Common      Shares Outstanding with Dilution (000,000)			5,530			5,940			-6.9	%

Financial Data
AT&T Inc.
Statements of Segment Income
Dollars in millions
Unaudited
	Three Months Ended
Wireless	3/31/2013			3/31/2012			% Chg
Segment Operating Revenues
Data	$	5,125		$	4,235			21.0	%
Voice, text and other service		9,937			10,331			-3.8	%
Equipment		1,629			1,570			3.8	%
Total Segment Operating Revenues		16,691			16,136			3.4	%
Segment Operating Expenses
Operations and support		10,180			9,978			2.0	%
Depreciation and amortization		1,835			1,666			10.1	%
Total Segment Operating Expenses		12,015			11,644			3.2	%
Segment Operating Income		4,676			4,492			4.1	%
Equity in Net Income (Loss) of Affiliates		(18	)		(13	)		-38.5	%
Segment Income	$	4,658		$	4,479			4.0	%
Segment Operating Income Margin		28.0	%		27.8	%
Wireline
Segment Operating Revenues
Data	$	8,162		$	7,800			4.6	%
Voice		5,306			5,892			-9.9	%
Other		1,187			1,237			-4.0	%
Total Segment Operating Revenues		14,655			14,929			-1.8	%
Segment Operating Expenses
Operations and support		10,335			10,402			-0.6	%
Depreciation and amortization		2,688			2,808			-4.3	%
Total Segment Operating Expenses		13,023			13,210			-1.4	%
Segment Operating Income		1,632			1,719			-5.1	%
Equity in Net Income of Affiliates		1			-			-
Segment Income	$	1,633		$	1,719			-5.0	%
Segment Operating Income Margin		11.1	%		11.5	%
Advertising Solutions
Segment Operating Revenues	$	-		$	744			-
Segment Operating Expenses
Operations and support		-			547			-
Depreciation and amortization		-			77			-
Total Segment Operating Expenses		-			624			-
Segment Income	$	-		$	120			-
Segment Income Margin		-			16.1	%
Other
Segment Operating Revenues	$	10		$	13			-23.1	%
Segment Operating Expenses		378			243			55.6	%
Segment Operating Income (Loss)		(368	)		(230	)		-60.0	%
Equity in Net Income of Affiliates		202			236			-14.4	%
Segment Income (Loss)	$	(166	)	$	6			-

Financial Data
AT&T Inc.
Consolidated Balance Sheets
Dollars in millions
	03/31/2013			12/31/2012
	Unaudited
Assets
Current Assets
Cash and cash equivalents	$	3,875		$	4,868
Accounts receivable - net of allowances for
doubtful accounts of $547 and $547		12,100			12,657
Prepaid expenses		1,021			1,035
Deferred income taxes		980			1,036
Other current assets		2,396			3,110
Total current assets		20,372			22,706
Property, Plant and Equipment - Net		109,702			109,767
Goodwill		69,772			69,773
Licenses		53,507			52,352
Customer Lists and Relationships - Net		1,190			1,391
Other Intangible Assets - Net		5,022			5,032
Investments in and Advances to Equity Affiliates		4,998			4,581
Other Assets		6,431			6,713
Total Assets	$	270,994		$	272,315
Liabilities and Stockholders' Equity
Current Liabilities
Debt maturing within one year	$	3,446		$	3,486
Accounts payable and accrued liabilities		17,523			20,494
Advanced billing and customer deposits		4,167			4,225
Accrued taxes		2,210			1,026
Dividends payable		2,440			2,556
Total current liabilities		29,786			31,787
Long-Term Debt		70,686			66,358
Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes		28,918			28,491
Postemployment benefit obligation		41,663			41,392
Other noncurrent liabilities		11,603			11,592
Total deferred credits and other noncurrent liabilities		82,184			81,475
Stockholders' Equity
Common stock		6,495			6,495
Additional paid-in capital		90,940			91,038
Retained earnings		23,787			22,481
Treasury stock		(38,568	)		(32,888	)
Accumulated other comprehensive income		5,344			5,236
Noncontrolling interest		340			333
Total stockholders' equity		88,338			92,695
Total Liabilities and Stockholders' Equity	$	270,994		$	272,315

Financial Data
AT&T Inc.
Consolidated Statements of Cash Flows
Dollars in millions
Unaudited	Three Months Ended March 31,
	2013			2012
Operating Activities
Net income	$	3,773		$	3,652
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization		4,529			4,560
Undistributed earnings from investments in equity affiliates		(185	)		(223	)
Provision for uncollectible accounts		262			328
Deferred income tax expense and noncurrent
unrecognized tax benefits		509			337
Net (gain) loss from sale of investments, net of impairments		(11	)		(9	)
Changes in operating assets and liabilities:
Accounts receivable		295			73
Other current assets		864			1,120
Accounts payable and accrued liabilities		(1,675	)		(1,655	)
Other - net		(162	)		(338	)
Total adjustments		4,426			4,193
Net Cash Provided by Operating Activities		8,199			7,845
Investing Activities
Construction and capital expenditures:
Capital expenditures		(4,252	)		(4,261	)
Interest during construction		(66	)		(65	)
Acquisitions, net of cash acquired		(1,045	)		(433	)
Dispositions		5			16
Sales (purchases) of securities, net		-			5
Other		1			1
Net Cash Used in Investing Activities		(5,357	)		(4,737	)
Financing Activities
Net change in short-term borrowings with
original maturities of three months or less		274			-
Issuance of other short-term borrowings		1,474			-
Issuance of long-term debt		4,875			2,986
Repayment of long-term debt		(1,791	)		(2,204	)
Purchase of treasury stock		(5,911	)		(2,066	)
Issuance of treasury stock		56			218
Dividends paid		(2,502	)		(2,606	)
Other		(310	)		(130	)
Net Cash Used in Financing Activities		(3,835	)		(3,802	)
Net decrease in cash and cash equivalents		(993	)		(694	)
Cash and cash equivalents beginning of year		4,868			3,045
Cash and Cash Equivalents End of Period	$	3,875		$	2,351

Financial Data
AT&T Inc.
Supplementary Operating and Financial Data
Dollars in millions except per share amounts, subscribers and connections in (000s)
Unaudited		Three Months Ended
		3/31/2013			3/31/2012			% Chg
Wireless
Volumes
	Total		107,251			103,940			3.2	%
	Postpaid		70,749			69,403			1.9	%
	Prepaid		7,104			7,368			-3.6	%
	Reseller		14,702			13,869			6.0	%
	Connected Devices		14,696			13,300			10.5	%
Wireless Net Adds
	Total		291			726			-59.9	%
	Postpaid		296			187			58.3	%
	Prepaid		(184	)		125			-
	Reseller		(252	)		184			-
	Connected Devices		431			230			87.4	%
	M&A Activity, Partitioned Customers and Other Adjs.		3			(33	)		-
Wireless Churn
	Postpaid Churn		1.04	%		1.10	%	-6 BP
	Total Churn		1.38	%		1.47	%	-9 BP
Other
	Licensed POPs (000,000)		317			313			1.3	%
Wireline
Voice
	Total Wireline Voice Connections1		31,163			35,206			-11.5	%
	Net Change		(1,021	)		(1,126	)		9.3	%
Broadband
	Total Wireline Broadband Connections		16,514			16,530			-0.1	%
	Net Change		124			103			20.4	%
Video
	Total U-verse Video Connections		4,768			3,991			19.5	%
	Net Change		232			200			16.0	%
Consumer Revenue Connections
	Broadband2		14,686			14,595			0.6	%
	U-verse Video Connections1		4,755			3,983			19.4	%
	Voice1,3		17,960			20,534			-12.5	%
Total Consumer Revenue Connections1			37,401			39,112			-4.4	%
	Net Change		(266	)		(394	)		32.5	%
AT&T Inc.
	Construction and capital expenditures
	Capital expenditures	$	4,252		$	4,261			-0.2	%
	Interest during construction	$	66		$	65			1.5	%
	Dividends Declared per Share	$	0.45		$	0.44			2.3	%
	End of Period Common Shares Outstanding (000,000)		5,423			5,875			-7.7	%
	Debt Ratio4		45.6	%		38.4	%	720 BP
	Total Employees		243,340			252,330			-3.6	%
1	Prior year amounts restated to conform to current period reporting methodology.
2	Consumer wireline broadband connections include DSL lines, U-verse High Speed Internet access and satellite broadband.
3	Includes consumer U-verse Voice over Internet Protocol connections of 3,120 as of March 31, 2013.
4	Total long-term debt plus debt maturing within one year divided by total debt plus total stockholders' equity.
	Note: For the end of 1Q13, total switched access lines were 28,043, retail business switched access lines totaled 11,185, and wholesale,
	national mass markets and coin switched access lines totaled 2,018. Restated switched access lines do not include ISDN lines.