REG - AT & T Inc. - 3Q14 10-Q <Origin Href="QuoteRef">T.N</Origin> - Part 4
18/11/2014 18:00
- Part 4: For the preceding part double click ID:nRSR3768Xc
to our balance sheet; disruption from the
acquisition making it more difficult to maintain relationships with customers, employees or suppliers; and competition and
its effect on pricing, spending, third party relationships and revenues.
We have agreed to acquire DIRECTV for approximately $48,500. We believe that the acquisition will give us the scale,
resources and ability to deploy video technology to more customers than otherwise possible and to provide an integrated
bundle of broadband, video and wireless services enabling us to compete more effectively against cable operators as well as
other technology, media and communications companies. In addition, we believe the acquisition will result in cost savings,
especially in the area of video content costs, and other potential synergies, enabling us to expand and enhance our
broadband deployment and provide more video options across multiple fixed and mobile devices.
Achieving these results will depend upon obtaining governmental approvals on favorable terms within the time limits
contemplated by the parties. Delays in closing, including as a result of delays in obtaining regulatory approval could
divert attention from ongoing operations on the part of management and employees, adversely affecting customers and
suppliers and therefore revenues. If such approvals are obtained and the transaction is consummated, then we must integrate
a large number of video network and other operational systems and administrative systems, which may involve significant
management time and create uncertainty for employees, customers and suppliers. The integration process may also result in
significant expenses and charges against earnings, both cash and noncash. While we have successfully merged large companies
into our operations in the past, delays in the process could have a material adverse effect on our revenues, expenses,
operating results and financial condition. This acquisition also will increase the amount of debt on our balance sheet
(both from DIRECTV's debt and the indebtedness needed to pay a portion of the purchase price) leading to additional
interest expense and, due to additional shares being issued, will result in additional cash being required for any
dividends declared. Both of these factors could put pressure on our financial flexibility to continue capital investments,
develop new services and declare future dividends. In addition, events outside of our control, including changes in
regulation and laws as well as economic trends, could adversely affect our ability to realize the expected benefits from
this acquisition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) A summary of our repurchases of common stock during the third quarter of 2014 is as follows:
Period (a) Total Number of Shares (or Units) Purchased1,2 (b) Average Price Paid Per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs1 (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under The Plans or Programs
July 1, 2014 -July 31, 2014 5,205,380 $ 35.57 5,200,000 415,550,000
August 1, 2014 -August 31, 2014 1,004,945 35.67 1,000,000 414,550,000
September 1, 2014 -September 30, 2014 3,379 - - 414,550,000
Total 6,213,704 $ 35.58 6,200,000
1 In March 2014, our Board of Directors approved
a fourth authorization to repurchase up to 300
million shares of our common stock.
In March 2013, our Board of Directors approved
a third authorization to repurchase up to an
additional 300 million shares of our common
stock. The authorizations have no expiration
date.
2 Of the shares repurchased, 13,704 shares were
acquired through the withholding of taxes on
the vesting of restricted stock or
through the payment in stock of taxes on the
exercise price of options.
Exhibits identified in parentheses below, on file with the Securities and Exchange Commission, are incorporated by
reference as exhibits hereto. Unless otherwise indicated, all exhibits so incorporated are from File No. 1-8610.
12 Computation of Ratios of Earnings to Fixed Charges
31 Rule 13a-14(a)/15d-14(a) Certifications31.1 Certification of Principal Executive Officer31.2 Certification of Principal Financial Officer
32 Section 1350 Certifications
101 XBRL Instance 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 thereunto duly authorized.
AT&T Inc.
November 10, 2014 /s/ John J. Stephens
John J. Stephens
Senior Executive Vice President
and Chief Financial Officer
EXHIBIT 12
AT&T INC.
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
Dollars in Millions
Nine Months Ended
September 30, Year Ended December 31,
(Unaudited)
2014 2013 2013 2012 2011 2010 2009
Earnings:
Income from continuing operations before income taxes $ 16,183 $ 16,624 $ 27,777 $ 10,439 $ 6,716 $ 18,238 $ 18,518
Equity in net income of affiliates included above (188) (494) (642) (752) (784) (762) (734)
Fixed charges 4,004 3,598 5,452 4,876 4,835 4,723 5,012
Distributed income of equity affiliates 143 262 318 137 161 161 317
Interest (178) (213) (284) (263) (162) (772) (740)
Earnings, as adjusted $ 19,964 $ 19,777 $ 32,621 $ 14,437 $ 10,766 $ 21,588 $ 22,373
Fixed Charges:
Interest expense $ 2,757 $ 2,481 $ 3,940 $ 3,444 $ 3,535 $ 2,994 $ 3,368
Interest capitalized 178 213 284 263 162 772 740
Portion of rental expense representative of interest factor 1,069 904 1,228 1,169 1,138 957 904
Fixed Charges $ 4,004 $ 3,598 $ 5,452 $ 4,876 $ 4,835 $ 4,723 $ 5,012
Ratio of Earnings to Fixed Charges 4.99 5.50 5.98 2.96 2.23 4.57 4.46
CERTIFICATION
I, Randall Stephenson, certify that:
1. I have reviewed this report on Form 10-Q of AT&T Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: November 10, 2014
/s/ Randall Stephenson
Randall Stephenson
Chairman of the Board,
Chief Executive Officer and President
CERTIFICATION
I, John J. Stephens, certify that:
1. I have reviewed this report on Form 10-Q of AT&T Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: November 10, 2014
/s/ John J. Stephens
John J. Stephens
Senior Executive Vice President
and Chief Financial Officer
Certification of Periodic Financial Reports
Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of AT&T Inc. (the "Company") hereby certifies that the
Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2014 (the "Report") fully complies with
the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that information
contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
November 10, 2014 November 10, 2014
By: /s/ Randall Stephenson By: /s/ John J. Stephens
Randall Stephenson John J. Stephens
Chairman of the Board, Chief Executive Officer Senior Executive Vice President
and President and Chief Financial
Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of
the Report or as a separate disclosure document. This certification shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to liability under that section. This
certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the
Exchange Act except to the extent this Exhibit 32 is expressly and specifically incorporated by reference in any such
filing.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to AT&T Inc. and will be retained by AT&T Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.
This information is provided by RNS
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