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)  July 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 2.02 Results of Operations and Financial Condition.

The registrant announced on July 23, 2013, its results of operations for the second quarter of 2013. The text of the press release and accompanying financial information are attached as exhibits and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished as part of this report:

(d)          Exhibits

99.1 Press release dated July 23, 2013 reporting financial results for the second quarter ended June 30, 2013.

99.2	AT&T Inc. selected financial statements and operating data.
99.3	Discussion of EBITDA,  Free Cash Flow, Free Cash Flow Yield, Free Cash Flow after Dividends and Adjusting Items

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: July 23, 2013	By: /s/ Paul W. Stephens        Paul W. Stephens Senior Vice President and Controller

EX-99.1

AT&T Reports Solid Revenue Growth on Strong Wireless Gains Driven by Quality Network Performance and Continued U-verse Growth

§   $0.71 diluted EPS compared to $0.66 diluted EPS in the second quarter of 2012, up 7.6 percent. Excluding significant items, EPS was $0.67

§   Consolidated revenues of $32.1 billion, up 1.6 percent versus reported results for the year-earlier period, and up 2.6 percent adjusting for the sale of Advertising Solutions

§   More than 2 million new wireless and wireline high speed broadband connections

Nation’s Fastest and Most Reliable 4G LTE Network Driving Subscriber and Usage Growth

§   551,000 wireless postpaid net adds, best second-quarter postpaid net adds in four years

§   35 percent of postpaid smartphone base LTE capable

§   Smartphone data usage per device up 50 percent year over year

§   LTE network expected to cover nearly 270 million POPs in 400 markets by year-end

§   LTE network build expected to be substantially complete by summer 2014

Strong Wireless Revenue Growth, Record Second-Quarter Smartphone Sales

§   Wireless revenues up 5.7 percent, service revenues up 4.1 percent versus the year-ago quarter

§   Wireless data revenues up 19.8 percent versus the year-earlier period

§   Wireless operating income margin of 27.1 percent; wireless EBITDA service margin of 42.4 percent reflecting record second-quarter smartphone sales of 6.8 million, including record Android sales

§   Added 1.2 million new smartphone subscribers; smartphones 88 percent of postpaid phone sales

§   Total postpaid ARPU up 1.8 percent; phone-only ARPU up 3.0 percent

Wireline Transformation to IP Continues: U-verse® More Than 50 Percent of Wireline Consumer Revenues; Strong Growth in Strategic Business Services Revenues

§   Wireline consumer revenue growth of 2.4 percent versus the year-earlier period

§   Total U-verse revenues, including business, up 30.1 percent year over year; U-verse more than half of wireline consumer revenues

§   9.4 million total U-verse subscribers (TV and high speed Internet) in service; 641,000 high speed Internet subscribers added; 233,000 U-verse TV subscribers added, topping 5 million

§   Total wireline broadband data ARPU up 9 percent year over year

§   Continued strength in strategic business services revenues, up more than 15 percent year over year

Note: AT&T's second-quarter earnings conference call will be broadcast live via the Internet at

4:30 p.m. ET on Tuesday, July 23, 2013, at www.att.com/investor.relations.

DALLAS, July 23, 2013 — AT&T Inc. (NYSE:T) today reported continued earnings gains for the second quarter with increasing revenue growth driven by strong mobile data growth, solid postpaid net adds and continued strong gains in wireline consumer and U-verse services.

“This was a solid quarter for revenue and customer additions across our key growth platforms,” said Randall Stephenson, AT&T chairman and CEO. “Our 4G LTE network is the fastest and the most reliable in the nation, and deployment is ahead of schedule. That contributed to a step-up in postpaid subscriber gains, and strong mobile data revenue growth of nearly 20 percent. Growth in U-verse and strategic business services also continued to be strong — adding to our momentum.”

Second-Quarter Financial Results

For the quarter ended June 30, 2013, AT&T's consolidated revenues totaled $32.1 billion, up 1.6 percent versus the year-earlier quarter and up 2.6 percent when excluding revenues from the divested Advertising Solutions business unit.

Compared with results for the second quarter of 2012, operating expenses were $26.0 billion versus $24.8 billion; operating income was $6.1 billion versus $6.8 billion; and operating income margin was 19.1 percent, compared to 21.6 percent.

Second-quarter 2013 net income attributable to AT&T totaled $3.8 billion, or $0.71 per diluted share, compared to $3.9 billion, or $0.66 per diluted share, in the year-earlier quarter, up 7.6 percent. Adjusted for a gain of 4 cents on sales of América Móvil shares, earnings per diluted share was $0.67.

Second-quarter 2013 cash from operating activities totaled $9.5 billion, and capital expenditures totaled $5.5 billion. Free cash flow — cash from operating activities minus capital expenditures — totaled $4.0 billion.

As part of its Project VIP-related LTE deployment, the company now covers more than 225 million POPs with the nation’s fastest, and now most reliable, 4G LTE network, according to independent third-party data. The company’s LTE network is expected to cover nearly 270 million POPs in 400 markets by year-end 2013, and its LTE deployment is expected to be substantially complete by the summer of 2014. During the quarter, both PCWorld and PC Magazine named AT&T’s 4G LTE network the nation’s fastest.

2

Share Repurchases

During the second quarter, the company completed its second 300 million share repurchase authorization and began buying back shares under its third 300 million share authorization. The company repurchased 89 million shares for $3.3 billion in the second quarter. At the end of the quarter, 272 million shares remained on the current authorization. The company expects to make future repurchases opportunistically.

WIRELESS OPERATIONAL HIGHLIGHTS

AT&T delivered solid revenue growth, strong postpaid subscriber and ARPU gains, and continued expansion of its high-value smartphone base. Highlights included:

Solid Growth in Wireless Revenues. Total wireless revenues, which include equipment sales, were up 5.7 percent year over year to $17.3 billion. Wireless service revenues increased 4.1 percent in the second quarter, to $15.4 billion. Wireless data revenues increased 19.8 percent from the year-earlier quarter to $5.4 billion. Second-quarter wireless operating expenses totaled $12.6 billion, up 11.8 percent versus the year-earlier quarter, and wireless operating income was $4.7 billion, down 7.7 percent year over year.

More than 550,000 Postpaid Subscribers Added. AT&T posted a net increase in total wireless subscribers of 632,000 in the second quarter. Subscriber additions for the quarter included postpaid net adds of 551,000, the best second-quarter postpaid net adds in four years and a more than 70 percent increase from the year-ago quarter. Postpaid net adds include 398,000 postpaid tablets added in the quarter. Connected device net adds were 484,000. Prepaid gained 11,000 subscribers even with declines in session-based tablets. Reseller had a net loss of 414,000 primarily due to losses in low-revenue accounts, but revenues increased almost 30 percent year over year.

Phone-Only Postpaid ARPU Increases 3.0 Percent. Postpaid phone-only ARPU increased 3.0 percent versus the year-earlier quarter. Total postpaid subscriber ARPU, which includes high margin but lower-ARPU tablets, increased 1.8 percent versus the year-earlier quarter. This marked the 18th consecutive quarter AT&T has posted a year-over-year increase in postpaid ARPU. Postpaid data ARPU increased 17.6 percent versus the year-earlier quarter.

Smartphone Base Continues to Expand.AT&T added 1.2 million postpaid smartphone subscribers in the second quarter. At the end of the quarter, 73 percent, or 49.5 million, of AT&T's postpaid phone subscribers had smartphones, up from 64 percent, or 43.1 million, a year earlier. The company sold a second-quarter record 6.8 million smartphones, including a record number of Android sales, and smartphones accounted for 88 percent of postpaid phone sales in the quarter. AT&T’s ARPU for smartphones is more than twice that of non-smartphone subscribers, and about 90 percent of postpaid subscribers are on FamilyTalk®, Mobile Share or business plans. Churn levels for these subscribers are significantly lower than for other postpaid subscribers. More than 35 percent of AT&T’s postpaid smartphone customers now use an LTE device. And about 65 percent use a 4G-capable device (LTE/HSPA+).

3

More Than 70 Percent of Postpaid Smartphones on Usage-Based Plan. The number of subscribers on usage-based data plans (tiered data and Mobile Share plans) continues to increase. More than 70 percent, or 35.1 million, of postpaid smartphone subscribers are on usage-based data plans. This compares to 62 percent, or 26.6 million, a year ago and 45 percent two years ago. About 80 percent of customers on usage-based data plans have chosen the higher-priced plans.

More than 13 million connections, or more than 18 percent of postpaid subscribers, are on Mobile Share plans. The number of Mobile Share accounts reached 4.3 million in the second quarter with an average of about three devices per account. Take rates on the higher-data plans continue to be strong with more than 25 percent of Mobile Share accounts choosing 10 gigabytes or higher plans. More than 15 percent of Mobile Share subscribers came from unlimited plans.

Postpaid Churn Shows Sequential Improvement. Postpaid churn was 1.02 percent, up slightly from the year-ago quarter and down slightly from the first quarter of 2013. Total churn increased year over year, due mostly to increases in reseller churn, but was down slightly sequentially.

Wireless Margins Reflect Record Smartphone Sales.Second-quarter wireless margins reflect record second-quarter smartphone sales, strong upgrades and further revenue gains from the company’s high-quality smartphone subscriber base. AT&T’s second-quarter wireless operating income margin was 27.1 percent versus 31.0 percent in the year-earlier quarter. AT&T’s wireless EBITDA service margin was 42.4 percent, compared with 45.8 percent in the second quarter of 2012. (EBITDA service margin is operating income before depreciation and amortization, divided by total service revenues.)

WIRELINE OPERATIONAL HIGHLIGHTS

AT&T's second-quarter wireline results were led by strong U-verse TV and high speed Internet gains, solid wireline consumer revenue growth and increasing growth in strategic business services. Highlights included:

Wireline Revenues Grow Sequentially. Total second-quarter wireline revenues were $14.8 billion, down 0.9 percent versus the year-earlier quarter and up 0.8 percent sequentially. Total U-verse revenues grew 30.1 percent year over year and were up 9.0 percent versus the first quarter of 2013. Second-quarter wireline operating expenses were $13.1 billion, up 1.3 percent versus the second quarter of 2012 and up 0.9 percent sequentially. AT&T’s wireline operating income totaled $1.6 billion, down 15.8 percent versus the second quarter of 2012 and flat sequentially. Second-quarter wireline operating income margin was 11.1 percent, compared to 13.0 percent in the year-earlier quarter, but flat versus the first quarter of 2013.

U-verse Now 51 Percent of Consumer Revenues. Revenues from residential customers totaled $5.6 billion, an increase of 2.4 percent versus the second quarter a year ago and up 1.8 percent versus the first quarter of 2013. Continued strong growth in consumer IP data services in the second quarter more than offset lower revenues from voice and legacy products. U-verse, which includes TV, high speed Internet and voice over IP, now represents 51 percent of wireline consumer revenues, up from 41 percent in the year-earlier quarter. Consumer U-verse revenues grew 28.4 percent year over year and were up 8.2 percent versus the first quarter of 2013.

4

U-verse Hits 9.4 Million Subscribers. Total U-verse subscribers (TV and high speed Internet) reached 9.4 million in the second quarter. U-verse TV added 233,000 subscribers to top 5.0 million in service. U-verse high speed Internet had a net gain of 641,000 subscribers to reach a total of 9.1 million. Overall, the company had a net loss of 61,000 wireline broadband subscribers, an improvement over last year’s loss but still reflecting typical seasonal pressures. Total wireline broadband ARPU was up 9 percent year over year. Total U-verse high speed Internet subscribers now represent 55 percent of all wireline broadband subscribers compared with 40 percent in the year-earlier quarter.

About 59 percent of U-verse broadband subscribers have a plan delivering speeds up to 10 Mbps or higher — up from 52 percent in the year-ago quarter. In the second quarter, more than 90 percent of new U-verse TV customers also signed up for U-verse high speed Internet. About 70 percent of AT&T U-verse TV subscribers take three or four services from AT&T. ARPU for U-verse triple-play customers continues to be more than $170. U-verse TV penetration of customer locations continues to grow and was at 20.1 percent at the end of the second quarter.

Business Revenues Grow Sequentially. Total revenues from business customers were $8.9 billion, down 2.2 percent versus the year-earlier quarter and up slightly compared with the first quarter of 2013. Business service revenues declined 2.1 percent year over year. Overall, declines in legacy products were partially offset by continued double-digit growth in strategic business services. Revenues from these services, the next-generation capabilities that lead AT&T's most advanced business solutions — including VPN, Ethernet, hosting and other advanced IP services — grew more than 15 percent versus the year-earlier quarter. These services represent an $8.4 billion annualized revenue stream.

AT&T products and services are provided or offered by subsidiaries and affiliates of AT&T Inc. under the AT&T brand and not by AT&T Inc.

Web Site Links:	Related Media Kits:
AT&T News AT&T Investor Relations 2013 AT&T Events Calendar	AT&T Investor Relations Events and Presentations AT&T 2012 Annual Report
Related Releases:	Related Fact Sheets:
AT&T's Fastest 4G LTE Network Now Also Nation's Most Reliable AT&T Customers Can Get a New Smartphone or Tablet Every Year With No Down Payment With "AT&T Next"	AT&T Historical Dividend Data 4Q12 Investor Briefing

5

About AT&T

AT&T Inc. (NYSE:T) is a premier communications holding company and one of the most honored companies in the world. Its subsidiaries and affiliates – AT&T operating companies – are the providers of AT&T services in the United States and internationally. With a powerful array of network resources that includes the nation’s largest 4G network, AT&T is a leading provider of wireless, Wi-Fi, high speed Internet, voice and cloud-based services. A leader in mobile Internet, AT&T also offers the best wireless coverage worldwide of any U.S. carrier, offering the most wireless phones that work in the most countries.  It also offers advanced TV services under the AT&T U-verse® and AT&T │DIRECTV brands. The company’s suite of IP-based business communications services is one of the most advanced in the world.

Additional information about AT&T Inc. and the products and services provided by AT&T subsidiaries and affiliates is available at http://www.att.com/aboutus or follow our news on Twitter at @ATT, on Facebook at http://www.facebook.com/att and YouTube at http://www.youtube.com/att.

© 2013 AT&T Intellectual Property. All rights reserved. 4G not available everywhere. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. All other marks contained herein are the property of their respective owners.

Cautionary Language Concerning Forward-Looking Statements

Information set forth in this news release contains financial estimates and other forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. 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 news release based on new information or otherwise. This news release may contain certain non-GAAP financial measures. Reconciliations between the non-GAAP financial measures and the GAAP financial measures are available on the company's website at www.att.com/investor.relations. Accompanying financial statements follow.

NOTE: EBITDA is defined as operating income before depreciation and amortization. EBITDA differs from Segment Operating Income (loss), as calculated in accordance with U.S. generally accepted accounting principles (GAAP), in that it excludes depreciation and amortization. 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. Our calculation of EBITDA, as presented, may differ from similarly titled measures reported by other companies.

NOTE: Free cash flow is defined as cash from operations minus capital expenditures. We believe this metric provides useful information to our investors because management regularly reviews free cash flow as an important indicator of how much cash is generated by normal business operations, including capital expenditures, and makes decisions based on it. Management also views it as a measure of cash available to pay debt and return cash to shareowners.

NOTE: Adjusted Operating Income, Adjusted Operating Expenses, Adjusted Operating Revenues, Adjusted Operating Income Margin and Adjusted diluted EPS are non-GAAP financial measures calculated by excluding from operating revenues, operating expenses and equity in net income of affiliates certain significant items that are non-operational or non-recurring in nature, including dispositions. 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.  Adjusted Operating Income, Adjusted Operating Expenses, Adjusted Operating Revenues, Adjusted Operating Income 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. Our calculations of Adjusted Operating Income and Adjusted diluted EPS, as presented, may differ from similarly titled measures reported by other companies.

6

EX-99.2

Financial Data
AT&T Inc.
Consolidated Statements of Income
Dollars in millions except per share amounts
Unaudited	Three Months Ended										Six Months Ended
		6/30/2013			6/30/2012			% Chg			6/30/2013			6/30/2012			% Chg
Operating Revenues		$	32,075		$	31,575			1.6	%	$	63,431		$	63,397			0.1	%
Operating Expenses
Cost of services and sales (exclusive of depreciation and      amortization shown separately below)			13,270			12,254			8.3	%		25,824			25,071			3.0	%
Selling, general and administrative			8,121			8,005			1.4	%		16,454			16,349			0.6	%
Depreciation and amortization			4,571			4,499			1.6	%		9,100			9,059			0.5	%
Total Operating Expenses			25,962			24,758			4.9	%		51,378			50,479			1.8	%
Operating Income			6,113			6,817			-10.3	%		12,053			12,918			-6.7	%
Interest Expense			825			941			-12.3	%		1,652			1,800			-8.2	%
Equity in Net Income of Affiliates			218			132			65.2	%		403			355			13.5	%
Other Income (Expense) - Net			288			23			-			320			75			-
Income Before Income Taxes			5,794			6,031			-3.9	%		11,124			11,548			-3.7	%
Income Tax Expense			1,914			2,066			-7.4	%		3,471			3,931			-11.7	%
Net Income			3,880			3,965			-2.1	%		7,653			7,617			0.5	%
Less: Net Income Attributable to Noncontrolling Interest			(58	)		(63	)		7.9	%		(131	)		(131	)		-
Net Income Attributable to AT&T		$	3,822		$	3,902			-2.1	%	$	7,522		$	7,486			0.5	%
Basic Earnings Per Share Attributable to AT&T		$	0.71		$	0.67			6.0	%	$	1.38		$	1.27			8.7	%
Weighted Average Common      Shares Outstanding (000,000)			5,381			5,855			-8.1	%		5,446			5,886			-7.5	%
Diluted Earnings Per Share Attributable to AT&T		$	0.71		$	0.66			7.6	%	$	1.38		$	1.27			8.7	%
Weighted Average Common      Shares Outstanding with Dilution (000,000)			5,397			5,876			-8.2	%		5,463			5,907			-7.5	%

Financial Data
AT&T Inc.
Statements of Segment Income
Dollars in millions
Unaudited
	Three Months Ended									Six Months Ended
Wireless	6/30/2013			6/30/2012			% Chg			6/30/2013			6/30/2012			% Chg
Segment Operating Revenues
Data	$	5,356		$	4,471			19.8	%	$	10,481		$	8,706			20.4	%
Voice, text and other service		10,014			10,294			-2.7	%		19,951			20,625			-3.3	%
Equipment		1,921			1,588			21.0	%		3,550			3,158			12.4	%
Total Segment Operating Revenues		17,291			16,353			5.7	%		33,982			32,489			4.6	%
Segment Operating Expenses
Operations and support		10,770			9,590			12.3	%		20,950			19,568			7.1	%
Depreciation and amortization		1,843			1,696			8.7	%		3,678			3,362			9.4	%
Total Segment Operating Expenses		12,613			11,286			11.8	%		24,628			22,930			7.4	%
Segment Operating Income		4,678			5,067			-7.7	%		9,354			9,559			-2.1	%
Equity in Net Income (Loss) of Affiliates		(19	)		(15	)		-26.7	%		(37	)		(28	)		-32.1	%
Segment Income	$	4,659		$	5,052			-7.8	%	$	9,317		$	9,531			-2.2	%
Segment Operating Income Margin		27.1	%		31.0	%					27.5	%		29.4	%
Wireline
Segment Operating Revenues
Data	$	8,400		$	7,935			5.9	%	$	16,562		$	15,735			5.3	%
Voice		5,141			5,696			-9.7	%		10,447			11,588			-9.8	%
Other		1,232			1,276			-3.4	%		2,419			2,513			-3.7	%
Total Segment Operating Revenues		14,773			14,907			-0.9	%		29,428			29,836			-1.4	%
Segment Operating Expenses
Operations and support		10,417			10,201			2.1	%		20,752			20,603			0.7	%
Depreciation and amortization		2,722			2,766			-1.6	%		5,410			5,574			-2.9	%
Total Segment Operating Expenses		13,139			12,967			1.3	%		26,162			26,177			-0.1	%
Segment Operating Income		1,634			1,940			-15.8	%		3,266			3,659			-10.7	%
Equity in Net Income (Loss) of Affiliates		-			(1	)		-			1			(1	)		-
Segment Income	$	1,634		$	1,939			-15.7	%	$	3,267		$	3,658			-10.7	%
Segment Operating Income Margin		11.1	%		13.0	%					11.1	%		12.3	%
Advertising Solutions
Segment Operating Revenues	$	-		$	305			-		$	-		$	1,049			-
Segment Operating Expenses
Operations and support		-			226			-			-			773			-
Depreciation and amortization		-			29			-			-			106			-
Total Segment Operating Expenses		-			255			-			-			879			-
Segment Income	$	-		$	50			-		$	-		$	170			-
Segment Income Margin		-			16.4	%					-			16.2	%
Other
Segment Operating Revenues	$	11		$	10			10.0	%	$	21		$	23			-8.7	%
Segment Operating Expenses		210			250			-16.0	%		588			493			19.3	%
Segment Operating Income (Loss)		(199	)		(240	)		17.1	%		(567	)		(470	)		-20.6	%
Equity in Net Income of Affiliates		237			148			60.1	%		439			384			14.3	%
Segment Income (Loss)	$	38		$	(92	)		-		$	(128	)	$	(86	)		-48.8	%

Financial Data
AT&T Inc.
Consolidated Balance Sheets
Dollars in millions
	6/30/13			12/31/12
	Unaudited
Assets
Current Assets
Cash and cash equivalents	$	4,548		$	4,868
Accounts receivable - net of allowances for doubtful accounts of $520 and $547		12,508			12,657
Prepaid expenses		1,038			1,035
Deferred income taxes		953			1,036
Other current assets		2,381			3,110
Total current assets		21,428			22,706
Property, Plant and Equipment - Net		110,734			109,767
Goodwill		69,770			69,773
Licenses		53,665			52,352
Customer Lists and Relationships - Net		1,015			1,391
Other Intangible Assets - Net		5,018			5,032
Investments in and Advances to Equity Affiliates		3,888			4,581
Other Assets		6,575			6,713
Total Assets	$	272,093		$	272,315
Liabilities and Stockholders' Equity
Current Liabilities
Debt maturing within one year	$	3,256		$	3,486
Accounts payable and accrued liabilities		19,438			20,494
Advanced billing and customer deposits		4,029			4,225
Accrued taxes		2,065			1,026
Dividends payable		2,401			2,556
Total current liabilities		31,189			31,787
Long-Term Debt		71,917			66,358
Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes		29,400			28,491
Postemployment benefit obligation		41,994			41,392
Other noncurrent liabilities		11,278			11,592
Total deferred credits and other noncurrent liabilities		82,672			81,475
Stockholders' Equity
Common stock		6,495			6,495
Additional paid-in capital		90,985			91,038
Retained earnings		25,212			22,481
Treasury stock		(41,819	)		(32,888	)
Accumulated other comprehensive income		5,107			5,236
Noncontrolling interest		335			333
Total stockholders' equity		86,315			92,695
Total Liabilities and Stockholders' Equity	$	272,093		$	272,315

Financial Data
AT&T Inc.
Consolidated Statements of Cash Flows
Dollars in millions
Unaudited	Six Months Ended June 30,
	2013			2012
Operating Activities
Net income	$	7,653		$	7,617
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization		9,100			9,059
Undistributed earnings from investments in equity affiliates		(198	)		(355	)
Provision for uncollectible accounts		439			572
Deferred income tax expense and noncurrent
unrecognized tax benefits		926			(639	)
Net (gain) loss from sale of investments, net of impairments		(260	)		2
Changes in operating assets and liabilities:
Accounts receivable		(290	)		(460	)
Other current assets		784			1,468
Accounts payable and accrued liabilities		(340	)		592
Other - net		(103	)		(531	)
Total adjustments		10,058			9,708
Net Cash Provided by Operating Activities		17,711			17,325
Investing Activities
Construction and capital expenditures:
Capital expenditures		(9,665	)		(8,742	)
Interest during construction		(140	)		(130	)
Acquisitions, net of cash acquired		(1,182	)		(477	)
Dispositions		825			800
Sales (purchases) of securities, net		-			124
Return of advances to and investments in equity affiliates		301			-
Other		(4	)		-
Net Cash Used in Investing Activities		(9,865	)		(8,425	)
Financing Activities
Issuance of other short-term borrowings		1,476			-
Repayment of other short-term borrowings		(233	)		-
Issuance of long-term debt		6,416			6,935
Repayment of long-term debt		(1,823	)		(7,035	)
Purchase of treasury stock		(9,217	)		(4,623	)
Issuance of treasury stock		104			376
Dividends paid		(4,930	)		(5,187	)
Other		41			(534	)
Net Cash Used in Financing Activities		(8,166	)		(10,068	)
Net decrease in cash and cash equivalents		(320	)		(1,168	)
Cash and cash equivalents beginning of year		4,868			3,045
Cash and Cash Equivalents End of Period	$	4,548		$	1,877

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									Six Months Ended
		6/30/2013			6/30/2012			% Chg			6/30/2013			6/30/2012			% Chg
Wireless
Subscribers and Connections
	Total											107,884			105,206			2.5	%
	Postpaid											71,278			69,666			2.3	%
	Prepaid											7,084			7,473			-5.2	%
	Reseller											14,330			14,382			-0.4	%
	Connected Devices											15,192			13,685			11.0	%
Wireless Net Adds
	Total		632			1,266			-50.1	%		923			1,992			-53.7	%
	Postpaid		551			320			72.2	%		847			507			67.1	%
	Prepaid		11			92			-88.0	%		(173	)		217			-
	Reseller		(414	)		472			-			(666	)		656			-
	Connected Devices		484			382			26.7	%		915			612			49.5	%
	M&A Activity, Partitioned Customers and Other Adjs.		1			-			-			4			(33	)		-
Wireless Churn
	Postpaid Churn		1.02	%		0.97	%	5 BP				1.03	%		1.03	%	0 BP
	Total Churn		1.36	%		1.18	%	18 BP				1.37	%		1.32	%	5 BP
Other
	Licensed POPs (000,000)											317			313			1.3	%
Wireline
Voice
	Total Wireline Voice Connections1											30,228			34,171			-11.5	%
	Net Change		(935	)		(1,035	)		9.7	%		(1,956	)		(2,161	)		9.5	%
Broadband
	Total Wireline Broadband Connections											16,453			16,434			0.1	%
	Net Change		(61	)		(96	)		36.5	%		63			7			-
Video
	Total U-verse Video Connections											5,001			4,146			20.6	%
	Net Change		233			155			50.3	%		465			355			31.0	%
Consumer Revenue Connections
	Broadband2											14,660			14,517			1.0	%
	U-verse Video Connections1											4,986			4,137			20.5	%
	Voice1,3											17,362			19,865			-12.6	%
Total Consumer Revenue Connections1												37,008			38,519			-3.9	%
	Net Change		(393	)		(593	)		33.7	%		(659	)		(987	)		33.2	%
AT&T Inc.
	Construction and capital expenditures
	Capital expenditures	$	5,413		$	4,481			20.8	%	$	9,665		$	8,742			10.6	%
	Interest during construction	$	74		$	65			13.8	%	$	140		$	130			7.7	%
	Dividends Declared per Share	$	0.45		$	0.44			2.3	%	$	0.90		$	0.88			2.3	%
	End of Period Common Shares Outstanding (000,000)											5,335			5,805			-8.1	%
	Debt Ratio4											46.6	%		38.4	%	820 BP
	Total Employees											245,350			242,380			1.2	%
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 3,379 as of June 30, 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 2Q13, total switched access lines were 26,849, retail business switched access lines totaled 10,905, and wholesale,
	national mass markets and coin switched access lines totaled 1,961. Restated switched access lines do not include ISDN lines.

Financial Data
AT&T Inc.
Non-GAAP Wireless Reconciliation
Wireless Segment EBITDA
Dollars in millions
Unaudited
	Three Months Ended
	6/30/12			9/30/12			12/31/12			3/31/13			6/30/13
Segment Operating Revenues
Data	$	4,471		$	4,686		$	4,905		$	5,125		$	5,356
Voice, text and other service		10,294			10,220			10,044			9,937			10,014
Equipment		1,588			1,726			2,693			1,629			1,921
Total Segment Operating Revenues		16,353			16,632			17,642			16,691			17,291
Segment Operating Expenses
Operations and support		9,590			10,432			13,296			10,180			10,770
Depreciation and amortization		1,696			1,730			1,781			1,835			1,843
Total Segment Operating Expenses		11,286			12,162			15,077			12,015			12,613
Segment Operating Income		5,067			4,470			2,565			4,676			4,678
Segment Operating Income Margin		31.0	%		26.9	%		14.5	%		28.0	%		27.1	%
Plus: Depreciation and amortization		1,696			1,730			1,781			1,835			1,843
EBITDA	$	6,763		$	6,200		$	4,346		$	6,511		$	6,521
EBITDA as a % of Service Revenues		45.8	%		41.6	%		29.1	%		43.2	%		42.4	%
EBITDA is defined as Operating Income Before Depreciation and Amortization.

Financial Data
AT&T Inc.
Non-GAAP Consolidated Reconciliation
Adjusted Diluted EPS
AT&T Inc.
Unaudited
		Three Months Ended
		June 30,
		2012		2013
Reported Diluted EPS	$	0.66	$	0.71
Adjustments:
America Movil - Gain from sale of shares		-		(0.04)
Adjusted Diluted EPS	$	0.66	$	0.67
Year-over-year growth - Adjusted				1.5	%
Weighted Average Common Shares Outstanding
with Dilution (000,000)		5,876		5,397
Adjusted Diluted EPS is a non-GAAP financial measure calculated by excluding from operating revenues, operating expenses and equity in net income of affiliates certain significant items that are non-operational or non-recurring in nature, including dispositions. Management believes that this measure provides relevant and useful information to investors and other users of our financial data in evaluating the effectiveness of our operations and underlying business trends. 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. Our calculation of Adjusted Diluted EPS, as presented, may differ from similarly titled measures reported by other companies.

Financial Data
AT&T Inc.
Non-GAAP Consolidated Reconciliation
Free Cash Flow
Dollars in millions
Unaudited
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2013			2012			2013
Net cash provided by operating activities	$	9,480		$	9,512		$	17,325		$	17,711
Less: Construction and capital expenditures		(4,546	)		(5,487	)		(8,872	)		(9,805	)
Free Cash Flow	$	4,934		$	4,025		$	8,453		$	7,906
Free Cash Flow after Dividends
Dollars in millions
Unaudited
	Three Months Ended						Six Months Ended
	June 30,						June 30,
		2012			2013			2012			2013
Net cash provided by operating activities	$	9,480		$	9,512		$	17,325		$	17,711
Less: Construction and capital expenditures		(4,546	)		(5,487	)		(8,872	)		(9,805	)
Free Cash Flow		4,934			4,025			8,453			7,906
Less: Dividends paid		(2,581	)		(2,428	)		(5,187	)		(4,930	)
Free Cash Flow After Dividends	$	2,353		$	1,597		$	3,266		$	2,976
Free cash flow includes reimbursements of certain postretirement benefits paid. Free cash flow is defined as cash from operations minus construction and capital expenditures. Free cash flow after dividends is defined as cash from operations minus construction, capital expenditures and dividends. We believe these metrics provide useful information to our investors because management regularly reviews free cash flow as an important indicator of how much cash is generated by normal business operations, including capital expenditures, 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.

Financial Data
AT&T Inc.
Non-GAAP Consolidated Reconciliation
Annualized Net-Debt-to-EBITDA Ratio
Dollars in millions
Unaudited
	Three Months Ended
	3/31/2013		6/30/13		2013 YTD
Operating Revenues	$	31,356	$	32,075	$	63,431
Operating Expenses		25,416		25,962		51,378
Total Operating Income		5,940		6,113		12,053
Add Back Depreciation and Amortization		4,529		4,571		9,100
Total Consolidated EBITDA		10,469		10,684		21,153
Annualized Consolidated EBITDA1						42,306
End-of-period current debt						3,256
End-of-period long-term debt						71,917
Total End-of-Period Debt						75,173
Less Cash and Cash Equivalents						4,548
Net Debt Balance						70,625
Annualized Net-Debt-to-EBITDA Ratio						1.67
Net-Debt-to-EBITDA ratios are non-GAAP financial measures frequently used by investors and credit rating agencies. Management believes these measures provide relevant and useful information to investors and other users of our financial data. Net Debt is calculated by subtracting cash and cash equivalents from the sum of debt maturing within one year and long-term debt. The Net-Debt-to-EBITDA ratio is calculated by dividing the Net Debt by annualized EBITDA.
1Annualized EBITDA is calculated by annualizing the year-to-date EBITDA.

Financial Data
AT&T Inc.
Non-GAAP Financial Reconciliation
Adjusted Operating Revenues
Dollars in millions
Unaudited
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2013			2012			2013
Reported Operating Revenues	$	31,575		$	32,075		$	63,397		$	63,431
Adjustments:
Removal of Advertising Solutions		(305	)		-			(1,049	)		-
Adjusted Operating Revenues	$	31,270		$	32,075		$	62,348		$	63,431
Year-over-year growth - Adjusted					2.6	%					1.7	%
Adjusted Operating Revenues is a non-GAAP financial measure calculated by excluding from operating revenues significant items that are non-operational or non-recurring in nature, including dispositions. 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. Adjusted Operating Revenues should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP. Our calculations of Adjusted Operating Revenues may differ from similarly titled measures reported by other companies.

EX-99.3

Exhibit 99.3

EBITDA DISCUSSION

For AT&T, EBITDA is defined as operating income before depreciation and amortization. EBITDA service margin is calculated as EBITDA divided by service revenues. EBITDA differs from Segment Operating Income (Loss), as calculated in accordance with U.S. generally accepted accounting principles (GAAP), in that it excludes depreciation and amortization. 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. Our calculation of EBITDA, as presented, may differ from similarly titled measures reported by other companies.

We believe these measures are relevant and useful information to our 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 its wireless operations. These measures are used by management as a gauge of our success in acquiring, retaining and servicing wireless 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 our Wireless segment’s 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 AT&T Mobility’s operating managers are responsible and upon which we evaluate their performance.

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 excludes other income (expense) – net, net income attributable to noncontrolling interest and equity in net income (loss) of affiliates, as these do not reflect the operating results of our wireless subscriber base and national footprint that we utilizes to obtain and service our customers. Equity in net income (loss) of affiliates represents AT&T Mobility’s proportionate share of the net income (loss) of affiliates in which it exercises significant influence, but does not control. As AT&T Mobility does not control these entities, our management excludes these results when evaluating the performance of our primary operations. EBITDA excludes interest expense and the provision for income taxes. Excluding these items eliminates the expenses associated with its capitalization and tax structures. Finally, EBITDA excludes depreciation and amortization, in order to eliminate the impact of capital investments.

We believe EBITDA as a percentage of service revenues to be a more relevant measure of our Wireless segment operating margin than EBITDA as a percentage of total revenue. We generally subsidize a portion of our wireless handset sales, all of which are recognized in the period in which we sell the handset. Management views this equipment subsidy as a cost to acquire or retain a subscriber, which is recovered through the ongoing service revenue that is generated by the subscriber. 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.

There are material limitations to using these non-GAAP financial measures. EBITDA 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, which directly affect our Wireless segment income. Management compensates for these limitations by carefully analyzing how its competitors present 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 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.

FREE CASH FLOW DISCUSSION

Free cash flow is defined as cash from operations minus construction and capital expenditures. Free cash flow after dividends is defined as cash from operations minus construction, capital expenditures and dividends. Free cash flow yield is defined as cash from continuing operations less construction and capital expenditures as a percentage of market capitalization computed on the last trading day of the quarter. Market capitalization is computed by multiplying the end of period stock price by the end of period shares outstanding. We believe these metrics provide useful information to our investors because management reviews free cash flow as an important indicator of how much cash is generated by normal business operations, including capital expenditures, and makes decisions based on it. Management also views it as a measure of cash available to pay debt and return cash to shareowners.

NET DEBT TO EBITDA DISCUSSION

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. The Net Debt to EBITDA ratio is calculated by dividing the Net Debt by annualized EBITDA. Net Debt is calculated by subtracting cash and cash equivalents from the sum of debt maturing within one year and long-term debt. Annualized EBITDA is calculated by annualizing the year-to-date EBITDA.

ADJUSTING ITEMS DISCUSSION

Adjusted Operating Revenues and Adjusted diluted EPS are non-GAAP financial measures calculated by excluding from operating revenues and income tax expense certain significant items that are non-operational or non-recurring in nature, including dispositions. 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.

Adjusted Operating Revenues 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. Our calculations of Adjusted diluted EPS, as presented, may differ from similarly titled measures reported by other companies.