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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 25,
2023
______________________________________________________
AT&T INC.
(Exact Name of Registrant as Specified in Charter)
______________________________________________________
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Delaware |
001-08610 |
43-1301883 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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208 S. Akard St., Dallas, Texas
(Address of Principal Executive Offices)
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75202
(Zip Code)
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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):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240-14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the
Act
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Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
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Common Shares (Par Value $1.00 Per Share) |
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T |
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New York Stock Exchange |
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Depositary Shares, each representing a 1/1000th interest in a share
of 5.000% Perpetual Preferred Stock, Series A |
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T PRA |
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New York Stock Exchange |
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Depositary Shares, each representing a 1/1000th interest in a share
of 4.750% Perpetual Preferred Stock, Series C |
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T PRC |
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New York Stock Exchange |
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AT&T Inc. 2.500% Global Notes due March 15, 2023 |
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T 23 |
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New York Stock Exchange |
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AT&T Inc. 2.750% Global Notes due May 19, 2023 |
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T 23C |
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New York Stock Exchange |
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AT&T Inc. Floating Rate Global Notes due September 5,
2023 |
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T 23D |
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New York Stock Exchange |
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AT&T Inc. 1.050% Global Notes due September 5, 2023 |
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T 23E |
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New York Stock Exchange |
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AT&T Inc. 1.300% Global Notes due September 5, 2023 |
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T 23A |
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New York Stock Exchange |
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Title of each class |
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Trading
Symbol(s)
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Name of each exchange
on which registered
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AT&T Inc. 1.950% Global Notes due September 15,
2023 |
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T 23F |
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New York Stock Exchange |
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AT&T Inc. 2.400% Global Notes due March 15, 2024 |
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T 24A |
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New York Stock Exchange |
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AT&T Inc. 3.500% Global Notes due December 17, 2025 |
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T 25 |
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New York Stock Exchange |
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AT&T Inc. 0.250% Global Notes due March 4, 2026 |
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T 26E |
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New York Stock Exchange |
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AT&T Inc. 1.800% Global Notes due September 5, 2026 |
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T 26D |
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New York Stock Exchange |
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AT&T Inc. 2.900% Global Notes due December 4, 2026 |
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T 26A |
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New York Stock Exchange |
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AT&T Inc. 1.600% Global Notes due May 19, 2028 |
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T 28C |
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New York Stock Exchange |
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AT&T Inc. 2.350% Global Notes due September 5, 2029 |
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T 29D |
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New York Stock Exchange |
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AT&T Inc. 4.375% Global Notes due September 14,
2029 |
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T 29B |
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New York Stock Exchange |
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AT&T Inc. 2.600% Global Notes due December 17, 2029 |
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T 29A |
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New York Stock Exchange |
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AT&T Inc. 0.800% Global Notes due March 4, 2030 |
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T 30B |
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New York Stock Exchange |
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AT&T Inc. 2.050% Global Notes due May 19, 2032 |
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T 32A |
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New York Stock Exchange |
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AT&T Inc. 3.550% Global Notes due December 17, 2032 |
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T 32 |
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New York Stock Exchange |
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AT&T Inc. 5.200% Global Notes due November 18, 2033 |
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T 33 |
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New York Stock Exchange |
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AT&T Inc. 3.375% Global Notes due March 15, 2034 |
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T 34 |
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New York Stock Exchange |
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AT&T Inc. 2.450% Global Notes due March 15, 2035 |
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T 35 |
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New York Stock Exchange |
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AT&T Inc. 3.150% Global Notes due September 4, 2036 |
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T 36A |
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New York Stock Exchange |
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AT&T Inc. 2.600% Global Notes due May 19, 2038 |
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T 38C |
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New York Stock Exchange |
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AT&T Inc. 1.800% Global Notes due September 14,
2039 |
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T 39B |
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New York Stock Exchange |
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AT&T Inc. 7.000% Global Notes due April 30, 2040 |
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T 40 |
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New York Stock Exchange |
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AT&T Inc. 4.250% Global Notes due June 1, 2043 |
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T 43 |
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New York Stock Exchange |
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AT&T Inc. 4.875% Global Notes due June 1, 2044 |
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T 44 |
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New York Stock Exchange |
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AT&T Inc. 4.000% Global Notes due June 1, 2049 |
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T 49A |
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New York Stock Exchange |
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AT&T Inc. 4.250% Global Notes due March 1, 2050 |
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T 50 |
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New York Stock Exchange |
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AT&T Inc. 3.750% Global Notes due September 1, 2050 |
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T 50A |
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New York Stock Exchange |
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AT&T Inc. 5.350% Global Notes due November 1, 2066 |
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TBB |
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New York Stock Exchange |
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AT&T Inc. 5.625% Global Notes due August 1, 2067 |
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TBC |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01
Other Events.
Throughout this document, AT&T Inc. is referred to as “we” or
“AT&T.” AT&T is a holding company whose subsidiaries and
affiliates operate worldwide in the telecommunications and
technology industries.
On April 8, 2022, we completed the separation of our WarnerMedia
business and recast historical financial results to present
WarnerMedia and other business dispositions that were components of
AT&T’s single plan of a strategic shift as discontinued
operations. The discussion below refers to our continuing
operations and includes the results of the U.S. Video business that
was separated in July 2021.
Overview
We announced on January 25, 2023 that fourth-quarter 2022 loss
from continuing operations totaled $(23.1) billion, or $(3.20) per
share. Fourth-quarter 2022 loss per share includes amounts totaling
to $(29.4) billion (pre-tax) resulting from the following
significant items (per share): $(3.57) of noncash impairment and
abandonment, and restructuring charges, $(0.19) of actuarial losses
on remeasurement of our pension and postemployment benefit plan
assets and obligations, $(0.04) of DIRECTV intangible amortization,
$(0.04) of other benefit related market-driven adjustments,
partially offset by $0.04 of benefits from tax items. The dilutive
impact of $(0.01) from our adoption of Accounting Standards Update
(ASU) No. 2020-06 (ASU 2020-06), was not included in our
computation of earnings per share because their effect is
antidilutive as a result of the net loss. The results compare with
a reported income from continuing operations of $5.2 billion, or
$0.66 per diluted share, in the fourth quarter of 2021, which
included $0.11 per share primarily related to actuarial gains and
$(0.01) per share from our retrospective adoption of ASU 2020-06.
For the full year 2022, loss from continuing operations was $(6.9)
billion versus income from continuing operations of $23.8 billion
in 2021. Full-year 2022 loss per share was $(1.10) and included the
following significant items (per share): $(3.59) of noncash
impairment and abandonment, and restructuring charges, $(0.16) of
DIRECTV intangible amortization, $(0.19) of other benefit related
market-driven adjustments, partially offset by $0.20 of actuarial
gains and $0.13 of benefits from tax items. The dilutive impact of
$(0.06) from our adoption of ASU 2020-06, was not included in our
computation of earnings per share because their effect is
antidilutive as a result of the net loss. Full-year 2021 diluted
earnings per share was $3.02 and included $0.42 per share of
actuarial gains, tax and other significant items, $0.22 per share
from U.S. Video and other dispositions and $(0.03) from the
retrospective adoption of ASU 2020-06.
Operating revenues in the fourth quarter of 2022 were $31.3
billion, up 0.8 percent from the fourth quarter of 2021, and
full-year 2022 revenues were $120.7 billion, down 9.9 percent from
the previous full year. Revenue increases reflect growth in
Mobility and increased Mexico and Consumer Wireline revenues,
partially offset by lower Business Wireline revenues. Full-year
2022 revenue declines reflect the impact of our divested U.S. Video
business and other businesses that did not qualify as discontinued
operations.
Operating expenses in the fourth quarter of 2022 were $52.4
billion, compared to $26.2 billion in the comparable 2021 period,
and full-year 2022 operating expenses were $125.3 billion, up 15.9
percent from the previous full year. Operating expenses increased
primarily due to $24.8 billion of noncash goodwill impairments
associated with our Business Wireline, Consumer Wireline and Mexico
reporting units, which were driven by higher discount rates
consistent with the macroeconomic environment, with secular
declines also impacting Business Wireline forecasted cash flows.
Expenses also included $1.4 billion of wireline conduit asset
abandonments and $0.5 billion of restructuring and other impairment
charges. Also contributing to expense increases were higher bad
debt expense and increased depreciation, partially offset by lower
wireless equipment costs from lower volumes and the lack of 3G
network shutdown costs in the fourth quarter of 2022. Full-year
2022 expenses increases were partially offset by the impact of our
divested businesses.
Operating loss in the fourth quarter of 2022 was $(21.1) billion
compared to income of $4.9 billion in the comparable 2021 period,
and full-year 2022 operating loss was $(4.6) billion compared to
income of $25.9 billion for the full-year 2021. AT&T’s
fourth-quarter operating income margin was (67.3) percent, compared
to 15.7 percent in the comparable 2021 period, and full-year 2022
operating income margin was (3.8) percent compared to 19.3
percent.
Other income (expense) - net in the fourth quarter of 2022 was
$(0.9) billion compared to $2.4 billion in the comparable 2021
period and full-year 2022 other income (expense) - net was $5.8
billion compared to $9.4 billion for the full-year 2021. The
decrease reflects a $1.8 billion actuarial loss on pension and
postretirement benefits in the fourth quarter of 2022 versus a $1.1
billion gain in the prior-year quarter. Fourth-quarter 2022 benefit
expense also included approximately $140 million favorable impact
from a retirement benefit plan change, with $115 million resulting
from prior service credits from benefit plan amendments. The
full-year decrease reflects a $2.0 billion actuarial gain on
pension and postretirement benefits versus a $4.1 billion gain in
the prior-year.
Cash from operating activities for the full-year 2022 was $35.8
billion, down $1.4 billion when compared to 2021, reflecting higher
payments for wireless devices and the separation of U.S. Video in
2021, partially offset by receivable sales. Capital expenditures in
2022 were $19.6 billion, and when including $4.7 billion cash paid
for vendor financing, capital investment was
$24.3 billion, compared to prior-year capital investment of $20.1
billion (capital expenditures of $15.5 billion and cash paid for
vendor financing of $4.6 billion).
Segment Summary
We analyze our segments based on segment operating income, which
excludes acquisition-related costs and other significant items. Our
reportable segments are: Communications and Latin
America.
Communications
Our Communications segment consists of our Mobility, Business
Wireline and Consumer Wireline business units.
Operating revenues for the fourth quarter of 2022 were $30.4
billion, up 0.5 percent versus fourth-quarter 2021, with segment
operating income of $7.2 billion, up 12.7 percent versus the
year-ago quarter. The Communications segment operating income
margin was 23.8 percent, compared to 21.2 percent in the
year-earlier quarter. We present the impact of benefit plan
amendments in our business unit results, with the Communications
segment operating income margins including $115 million of
operating expense reduction, with offset in Corporate and no impact
to consolidated operating income.
Mobility
Mobility revenues for the fourth quarter of 2022 were $21.5
billion, up 1.7 percent versus the fourth quarter of 2021, driven
by service revenue growth from subscriber and ARPU growth,
partially offset by lower equipment revenue from lower volumes.
Mobility operating expenses totaled $15.5 billion, down 2.3 percent
versus the fourth quarter of 2021 due to lower wireless equipment
costs, including the absence of 3G network shutdown costs versus
the fourth quarter of 2021, a gain on tower sales, lower
advertising costs and lower HBO Max licensing fees. Partially
offsetting the decreases were higher bad debt expense, increased
amortization of customer acquisition costs and the elimination of
CAF II government credits. Mobility’s operating income margin was
28.1 percent compared to 25.2 percent in the year-ago
quarter.
In our Mobility business unit, during the fourth quarter of 2022,
we reported a net gain of 6.4 million wireless subscribers. At
December 31, 2022, wireless subscribers totaled 217.4 million
(including approximately 4.4 million FirstNet connections) compared
to 201.8 million at December 31, 2021.
During the fourth quarter, total phone net adds (postpaid and
prepaid) were 643,000, with total net adds by subscriber category
as follows:
•Postpaid
subscriber net adds were 1.1 million, with phone net adds of
656,000.
•Prepaid
subscriber net losses were 9,000, with phone net losses of
13,000.
•Reseller
net adds were 150,000.
•Connected
device net adds were 5.1 million, 2.6 million of which were
attributable to wholesale connected cars.
For the quarter ended December 31, 2022, postpaid phone-only ARPU
increased 2.5 percent versus the year-earlier quarter.
Postpaid phone-only churn was 0.84 percent compared to 0.85 percent
in the fourth quarter of 2021. Total postpaid churn was 1.01
percent compared to 1.02 percent in the year-ago
quarter.
Business Wireline
Business Wireline revenues for the fourth quarter of 2022 were $5.6
billion, down 4.5 percent versus the year-ago quarter, primarily
due to lower demand for legacy voice and data services and product
simplification, partially offset by growth in connectivity services
and revenues of approximately $90 million from intellectual
property sales. Business Wireline operating expenses totaled $4.8
billion, down 3.8 percent when compared to the fourth quarter of
2021 due to ongoing operational cost efficiencies, credits from a
benefit plan change in the third quarter of 2022, and lower
amortization of deferred fulfillment costs, partially offset by
higher wholesale access network costs and depreciation expense.
Business Wireline operating income margin was 14.2 percent compared
to 14.8 percent in the year-earlier quarter.
Consumer Wireline
Consumer Wireline revenues for the fourth quarter of 2022 were $3.2
billion, up 2.2 percent versus the year-ago quarter, driven by
growth in broadband revenues attributable to fiber growth,
partially offset by declines in legacy voice and data services and
other services. Consumer Wireline operating expenses totaled $2.9
billion, down 3.5 percent versus the fourth quarter of 2021,
largely driven by lower network and customer support costs,
decreases in advertising expense and HBO Max licensing fees, and
credits associated with a retirement benefit plan change in the
third quarter of 2022. Partially offsetting the decreases was the
elimination of CAF II government credits, higher bad debt expense
and increased depreciation expense. Consumer Wireline operating
income margin was 11.6 percent compared to 6.4 percent in the
year-earlier quarter.
At December 31, 2022, Consumer Wireline had approximately 13.8
million broadband connections compared to 13.8 million at December
31, 2021. During the fourth quarter, broadband subscribers net
losses were 43,000, with fiber broadband net adds of
280,000. Total broadband and DSL connections were 14.0 million at
December 31, 2022, compared to 14.2 million at December 31,
2021.
Latin America
Our Latin America segment consists of our Mexico business unit and
is subject to foreign currency fluctuations.
Fourth-quarter 2022 operating revenues were $861 million, up 22.3
percent when compared to the fourth quarter of 2021, primarily due
to increased service revenues driven by wholesale revenue and
subscribers, higher equipment revenues and the favorable impact of
foreign exchange. Operating expenses were $940 million, up 14.5
percent, driven by higher equipment, sales and customer support
costs, and unfavorable impact of foreign exchange and network
expense. Mexico’s operating income margin was (9.2) percent,
compared to (16.6) percent in the year-earlier
quarter.
We had approximately 21.6 million Mexico wireless subscribers at
December 31, 2022 compared to 20.4 million at December 31, 2021.
During the fourth quarter of 2022, we had prepaid net adds of
515,000 and postpaid net adds of 71,000.
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 furnished as part of this
report:
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(d)
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Exhibits |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
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.
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AT&T INC. |
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Date: January 25, 2023
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By: /s/
Debra L. Dial
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Debra L. Dial
Senior Vice President - Chief Accounting Officer
and Controller
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AT&T (NYSE:T)
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AT&T (NYSE:T)
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