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) January 30, 2015

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):

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

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

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

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

Item 1.01.  Entry into a Material Definitive Agreement.

Throughout this document, AT&T Inc. is referred to as “AT&T.”

On January 30, 2015, the Federal Communications Commission (FCC) announced that AT&T was the winning bidder for 251 Advanced Wireless Services (AWS-3) Band wireless spectrum licenses, comprised of 42 G Block licenses, 37 H Block licenses, 58 I Block licenses, and 114 J Block licenses, in an auction conducted by the FCC (FCC Auction 97). AT&T must provide to the FCC an initial down payment of $3.6 billion on February 13, 2015, of which $921 million was paid prior to the start of the auction, and pay to the FCC the remaining balance of $14.6 billion on or before March 2, 2015. AT&T intends to fund the purchase price using a combination of cash and short-term investments, funds from operations and either short-term or long-term debt, depending on market conditions.

Item 7.01.  Regulation FD Disclosure.

AT&T’s statement on the FCC’s announced results of AWS-3 Auction is attached to this Form 8-K as Exhibit 99.1.

The information provided pursuant to this Item 7.01 is "furnished" and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

  99.1    Statement dated January 30, 2015

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: January 30, 2015	By: /s/ Paul W. Stephens    Paul W. Stephens    Senior Vice President and Controller

EX-99.1

   

For more information, contact:

Fletcher Cook

Phone: (214) 757-7629

Email: fletcher.cook@att.com

AT&T ADDS HIGH-QUALITY SPECTRUM TO SUPPORT CUSTOMERS’ GROWING DEMAND FOR MOBILE VIDEO AND HIGH-SPEED INTERNET

AT&T is the winning bidder on FCC Auction 97 spectrum licenses providing a near nationwide contiguous 10x10 MHz block of AWS-3 spectrum across 307 million people representing 96 percent of the U.S. population and 96 of the Top 100 U.S. markets*

DALLAS, JANUARY 30, 2015 — At the conclusion of the FCC’s Auction 97, AT&T** has successfully acquired licenses for a near nationwide contiguous 10x10 MHz block of high-quality AWS-3 spectrum.  As a result of the acquisition, AT&T now covers 96 percent of the U.S. population with high-value contiguous AWS-3 spectrum.

“Growth in our customers’ mobile data usage continues to explode, driven by mobile video traffic. This spectrum investment will be critical to AT&T staying ahead of customer demand and facilitate the next generation of mobile video entertainment,” said John Stankey, chief strategy officer-AT&T.

Mobile data traffic on AT&T’s national wireless network increased 100,000 percent from January 2007 through December 2014.

AT&T will work with network and handset suppliers, and industry standards bodies to deploy the spectrum beginning in the 2017-2018 period, allowing the company to stay ahead of strong growth in mobile Internet traffic. AT&T anticipates putting this spectrum into service as a supplemental downlink to deliver additional mobile Internet capacity and better performance for its customers. AT&T will work with the FCC, NTIA, DOD, and other federal agencies to also support uplink capacity as soon as possible.

AT&T’s winning bids for this spectrum totaled $18.2 billion. The spectrum to be awarded to AT&T includes 57 percent of MHz POPs covered by the valuable J-block of AWS-3 spectrum. The company will continue to focus on maintaining a strong balance sheet but expects that with this spectrum investment and other pending acquisitions, in the near term it may go above its 1.8x net-debt-to-EBITDA target. The company will use excess cash — after paying its dividend — over the next three years to pay down debt, and expects to return to historical debt ratios.

*Based on POP-ranking of Cellular Market Areas (CMAs) utilizing Nielsen 2014 population estimates.

**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.

About AT&T

AT&T Inc. (NYSE:T) helps millions of people and businesses around the globe stay connected through leading wireless, high-speed Internet, voice and cloud-based services. We’re helping people mobilize their worlds with state-of-the-art communications, entertainment services and amazing innovations like connected cars and devices for homes, offices and points in between. Our U.S. wireless network offers customers the nation’s strongest LTE signal and the nation’s most reliable 4G LTE network. We offer the best global wireless coverage. We’re improving how our customers stay entertained and informed with AT&T U-verse® TV and High Speed Internet services. And businesses worldwide are serving their customers better with AT&T’s mobility and highly secure cloud solutions.

Additional information about AT&T products and services is available at http://about.att.com. Follow our news on Twitter at @ATT, on Facebook at http://www.facebook.com/att and YouTube at http://www.youtube.com/att.

© 2015 AT&T Intellectual Property. All rights reserved. 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.

Reliability and signal strength claims based on nationwide carriers’ LTE. Signal strength claim based ONLY on avg. LTE signal strength. LTE not available everywhere. Global coverage claim based on offering voice and data roaming in more countries than any other U.S. based carrier, and offering the most wireless smartphones and tablets that work in the most countries.

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.