Form 8-K AT&T INC. For: Sep 30

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October 24, 2016 8:19 AM EDT

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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) October 22, 2016

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 2.02 Results of Operations and Financial Condition.

The registrant announced on October 22, 2016, its results of operations for the third quarter of 2016. 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 and Investor Briefing dated October 22, 2016 reporting financial results for the third quarter ended September 30, 2016.

	99.2	AT&T Inc. selected financial statements and operating data.

	99.3	Discussion and reconciliation of non-GAAP measures.

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: October 22, 2016	By: /s/ Debra L. Dial Debra L. Dial Senior Vice President and Controller

Filed by AT&T Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a−12

of the Securities Exchange Act of 1934

Subject Company: Time Warner Inc.

Commission File No.: 1-15062

AT&T Reports Third-Quarter Results

Increases Quarterly Dividend by 2.1%,
33rd Consecutive Annual Increase

Consolidated revenues of $40.9 billion, up 4.6% with DIRECTV acquisition

Operating income up 8.2%

Net income attributable to AT&T up 11.2%

Cash from operations of $11.0 billion

Free cash flow of $5.2 billion

Diluted EPS of $0.54 as reported and $0.74 as adjusted, compared to $0.50 and $0.74 in the

year-ago quarter

2.3 million wireless net adds driven by connected devices, Mexico and Cricket

U.S. wireless postpaid churn of 1.05%, down 11 basis points year over year

Strong U.S. wireless operating margin of 29.6%; best-ever U.S. wireless service EBITDA margin of 50.1%

700,000 branded smartphones added to U.S. subscriber base

323,000 U.S. DIRECTV net adds with TV subscriber base stable

171,000 IP broadband net adds

Full-year guidance on track to meet or exceed expectations

DALLAS, October 22, 2016 — AT&T Inc. (NYSE:T) today reported growing revenues and net income with solid margins and earnings for the third quarter. Detailed results, including financial tables, are included in the accompanying Investor Briefing and SEC Form 8-K. These materials and associated slide presentation of third-quarter results are available on the AT&T Investor Relations website.

AT&T also announced that its board of directors has approved a 2.1% increase in the company's quarterly dividend. AT&T's quarterly dividend will increase from $0.48 to $0.49 per share. The annual dividend will increase from $1.92 to $1.96 per share. The dividend will be payable on Feb. 1, 2017 to common stockholders of record on Jan. 10, 2017.

October 23, 2016

AT&T will host a webcast presentation on Monday, October 24, 2016, at 8:30 a.m. ET to discuss the Time Warner transaction and third-quarter results. Links to the webcast and accompanying documents will be available on the AT&T Investor Relations website. The third-quarter earnings conference call previously scheduled for Tuesday, October 25, 2016, at 4:30 p.m. ET is cancelled.

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 around the globe connect with leading entertainment, mobile, high speed internet and voice services. We're the world's largest provider of pay TV. We have TV customers in the U.S. and 11 Latin American countries. We offer the best global coverage of any U.S. wireless provider.* And we help businesses worldwide serve their customers better with our 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.

© 2016 AT&T Intellectual Property. All rights reserved. AT&T, the Globe logo and other marks are trademarks and service marks of AT&T Intellectual Property and/or AT&T affiliated companies. All other marks contained herein are the property of their respective owners.

*Global coverage claim based on offering discounted voice and data roaming; LTE roaming; voice roaming; and world-capable smartphone and tablets in more countries than any other U.S. based carrier. International service required. Coverage not available in all areas. Coverage may vary per country and be limited/restricted in some 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 might 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 and 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.

The "quiet period" for FCC Spectrum Auction 1000 (also known as the 600 MHz incentive auction) is now in effect. During the quiet period, auction applicants are required to avoid discussions of bids, bidding strategy and post-auction market structure with other auction applicants.

October 23, 2016

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between AT&T Inc. and Time Warner Inc. In connection with the proposed merger, AT&T Inc. intends to file a registration statement on Form S-4, containing a proxy statement/prospectus with the Securities and Exchange Commission ("SEC"). STOCKHOLDERS OF TIME WARNER INC. ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders will be able to obtain copies of the proxy statement/prospectus as well as other filings containing information about AT&T Inc. and Time Warner Inc., without charge, at the SEC's website, http://www.sec.gov. Copies of documents filed with the SEC by AT&T Inc. will be made available free of charge on AT&T's Investor Relations website, www.att.com/investor.relations. Copies of documents filed with the SEC by Time Warner Inc. will be made available free of charge on Time Warner's Investor Relations website, ir.timewarner.com

Participants in Solicitatio

AT&T Inc. and its directors and executive officers, and Time Warner Inc. and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Time Warner common stock in respect of the proposed merger. Information about the directors and executive officers of AT&T is set forth in the proxy statement for AT&T's 2016 Annual Meeting of Stockholders, which was filed with the SEC on March 11, 2016. Information about the directors and executive officers of Time Warner is set forth in the proxy statement for Time Warner's 2016 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2016. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement/prospectus regarding the proposed merger when it becomes available.

For more information, contact:

Name: Fletcher Cook

AT&T Corporate Communications

Phone: (214) 757-7629

Email: [email protected]

October 23, 2016

AT&T Reports Third-Quarter Results

Increases Quarterly Dividend by 2.1%, 33rd Consecutive Annual Increase

Consolidated revenues of $40.9 billion, up 4.6% with DIRECTV acquisition

Operating income up 8.2%

Net income attributable to AT&T up 11.2%

Cash from operations of $11.0 billion

Free cash flow of $5.2 billion

Diluted EPS of $0.54 as reported and $0.74 as adjusted, compared to $0.50 and $0.74 in the year-ago quarter

HIGHLIGHTS:

2.3 million wireless net adds driven by connected devices, Mexico and Cricket

U.S. wireless postpaid churn of 1.05%, down 11 basis points year over year

U.S. wireless operating margin of 29.6%; best-ever U.S. wireless service EBITDA margin of 50.1%

700,000 branded smartphones added to U.S. subscriber base

·	323,000 U.S. DIRECTV net adds with TV subscriber base stable

More than 1.2 million U.S. DIRECTV net adds since acquisition

171,000 IP broadband net adds

More than 390 million North American 4G LTE POPs

Year-to-date cash from operations of $29.2 billion; free cash flow $13.3 billion year to date

Full-year guidance on track to meet or exceed expectations

October 23, 2016

CONSOLIDATED FINANCIAL RESULTS

AT&T's consolidated revenues for the third quarter totaled $40.9 billion, up 4.6% versus the year-earlier period due to the July 24, 2015 acquisition of DIRECTV. Excluding the impact of the DIRECTV acquisition and foreign exchange, revenues were essentially flat, as growth in video and IP-based services mostly offset pressures from declines in wireless and legacy services. Compared with results for the third quarter of 2015, operating expenses were $34.5 billion versus $33.2 billion; operating income was $6.4 billion versus $5.9 billion; and operating income margin was 15.7% versus 15.2%. When adjusting for $0.14 of amortization, $0.03 in merger- and integration-related costs and $0.03 of employee-separation costs, operating income was $8.3 billion versus $7.9 billion; and operating income margin was 20.3%, consistent with the year-ago quarter.

Third-quarter net income attributable to AT&T totaled $3.3 billion, or $0.54 per diluted share, compared to $3.0 billion, or $0.50 per diluted share, in the year-ago quarter. Adjusting for $0.20 of amortization, merger- and integration-related costs and other expenses, earnings per diluted share was $0.74 compared to an adjusted $0.74 in the year-ago quarter.

Cash from operating activities was $11.0 billion in the third quarter, up 1.8%, and capital investment¹ totaled $5.9 billion. Free cash flow — cash from operating activities minus capital expenditures — was $5.2 billion for the quarter, down 6.5%, and $13.3 billion year to date, up 3.7%.

¹3Q16 includes $87 million in capital purchases in Mexico with favorable vendor payment terms.

October 23, 2016

Business Solutions

The Business Solutions segment provides both wireless and wireline services to business customers and to individual subscribers who purchase wireless services through employer-sponsored plans. AT&T's wireless and wired networks provide complete communications solutions to these customers. AT&T's business customer revenues include results from enterprise, public sector, wholesale and small/midsize customers.

FINANCIAL HIGHLIGHTS

Total third-quarter revenues from business customers were $17.8 billion, up 0.4% versus the year-earlier quarter. Growth in mobility and strategic business services offset declines in legacy services and a continuing low-growth economy. When adjusting for the transition of certain hosting operations, total revenues would have been even higher. Business Solutions service revenues were $15.6 billion, essentially stable year over year.

Third-quarter operating expenses were $13.5 billion, up 0.5% versus the third quarter of 2015. Operating income totaled $4.3 billion, up 0.1% year over year. Third-quarter operating income margin was 24.2%, stable year over year with declines in higher-margin legacy services offsetting growth in wireless and IP revenue and cost efficiencies.

BUSINESS WIRELESS FINANCIAL RESULTS

Business wireless revenues were up 4.0% year over year to $9.9 billion driven by wireless service revenue growth and higher equipment revenues. Wireless service revenues were up 4.1% year over year, reflecting smartphone and tablet gains and continued migration from consumer plans.

BUSINESS WIRELINE FINANCIAL RESULTS

In business wireline, declines in legacy products were partially offset by continued growth in strategic business services. Total business wireline revenues were $7.8 billion, down 3.7% year over year. When adjusting for the impact of the transition of certain hosting operations and foreign exchange pressures, wireline revenues would have decreased 2.5%. When adjusting for these same items, data revenues were stable. Data revenues make up nearly 60% of Business Solutions wireline revenues.

October 23, 2016

Revenues from strategic business services, the next-generation wireline capabilities that lead AT&T's most advanced business solutions — including VPNs, Ethernet, cloud, hosting, IP conferencing, voice over IP, dedicated internet, U-verse and security services — grew by $242 million, or 9.1%, versus the year-earlier quarter. These services represent an annualized revenue stream of more than $11 billion.

SUBSCRIBER METRICS

At the end of the third quarter, AT&T had 79.4 million business wireless subscribers. The company added 191,000 postpaid subscribers and 1.3 million connected devices in the third quarter. Postpaid business wireless subscriber churn was 0.97% versus 1.05% in the year-ago quarter.

During the quarter, the company also added nearly 15,000 high-speed IP broadband business subscribers. Total business broadband had a loss of 18,000 subscribers in the quarter.

BUSINESS INNOVATION

Through its powerful global networks, AT&T provides integrated solutions to business customers and offers a wide variety of wired and wireless products and services to increase businesses' productivity. AT&T serves millions of business customers, from the largest multinational corporations to small businesses, in all major industries. AT&T continually develops products and services to ensure that its business customers have access to the latest technology solutions. In recent business news, AT&T:

Announced a multiyear agreement between AT&T and Amazon Web Services (AWS) to deliver integrated solutions that combine the companies' leading cloud and networking capabilities. The collaboration will help customers migrate to and use the AWS Cloud with the AT&T network. The solutions are intended to span cloud networking, mobility, IoT, security and analytics.

Teamed up with IBM to help businesses manage their networking services. IBM will take advantage of AT&T FlexWare, which makes it easy to set up and manage virtual network functions on a single device. AT&T will also be able to run applications on IBM's cloud, cognitive, analytics and security infrastructure. In addition to making AT&T FlexWare available to clients, IBM is rolling out the solution in many of its own sites.

Introduced a trial with Qualcomm Technologies Inc. to test how drones can connect more safely and securely on commercial 4G LTE. The research will look at coverage, signal strength and how drones function in flight.

Collaborated with VeloCloud to deliver AT&T Software-defined Wide Area Network (AT&T SD-WAN), a key step in helping businesses evolve their networks from hardware to software. The AT&T SD-WAN portfolio will include a network-based solution combining hybrid networking with multiple types of network access. The network-based solution will be available in 2017. The AT&T SD-WAN premises-based, over-the-top solution will be available later this year.

Closed significant business deals with Live Nation, State of Wisconsin and Waste Management.

October 23, 2016

Entertainment Group

AT&T's Entertainment Group provides entertainment, high-speed internet and communications services predominantly to residential customers in the United States.

FINANCIAL HIGHLIGHTS

Total revenues were $12.7 billion, up 17.1% versus the year-earlier quarter mostly due to the acquisition of DIRECTV. Also contributing to the gain was continued growth in consumer IP services.

Broadband revenues were up 5% in the quarter with IP broadband growing by 12%. AdWorks has grown to a $1.5 billion annualized revenue stream with double-digit revenue growth year to date and strong margins.

Third-quarter operating expenses were $11.2 billion, up 14.2% from a year ago due to the acquisition of DIRECTV and higher content costs. Operating income totaled $1.5 billion, up from the year-ago $1.0 billion. Third-quarter operating income margin was 11.7%, up from 9.4% in the year-earlier quarter with satellite and IP revenue growth and cost efficiencies offsetting TV content cost pressure and declines in legacy services. In the fourth quarter, on a sequential basis, margins will be pressured by a full quarter of NFL Sunday Ticket costs, annual content cost increases and start-up costs for DIRECTV NOW.

SUBSCRIBER METRICS

Total video subscribers were essentially flat in the quarter as competition increases. The company added 323,000 satellite subscribers in the third quarter. U-verse TV subscribers declined 326,000 as the company continued to focus on profitability and increasingly emphasized satellite sales. For the second straight quarter, gross additions increased on a year-over-year basis even when excluding IPTV customers transitioning to DIRECTV.

The Entertainment Group ended the quarter with 25.3 million video subscribers. While the company expects positive video net adds in the fourth quarter, it expects total video net adds for the year to decline slightly. At the end of the third quarter, about 100,000 pending video customers had the capability to watch TV on their mobile devices; however, these customers were not included in third-quarter subscriber numbers since the video service had not yet been installed at their homes.

The Entertainment Group had a net gain of 156,000 IP broadband subscribers in the third quarter. Total Entertainment Group broadband subscribers decreased 5,000 in the quarter. IP broadband subscribers at the end of the quarter totaled 12.8 million.

October 23, 2016

ENTERTAINMENT GROUP INNOVATION

In recent news, the company:

Launched an updated DIRECTV App that allows customers to watch live and recorded programs virtually anywhere.

Premiered a new "Data Free TV" feature that lets AT&T wireless customers stream AT&T DIRECTV and U-verse^SM content without counting it against their data allowance.

Entered into 10 key DIRECTV NOW content agreements with program providers whose premium brands will be part of the company's new streaming platform, planned to launch in the fourth quarter of 2016. As publicly announced HBO, , Disney, Turner, Discovery Networks, NBCU, Scripps Networks, STARZ, AMCN (AMC Networks), AETN (A+E Networks) and Viacom will be among the more than 100 channels included on DIRECTV NOW.

Since the end of the second quarter, announced the launch of our 100% fiber network under the AT&T Fiber brand in 14 additional metro areas — Augusta, Ga.; Bakersfield, Calif.; Cleveland; Columbus, Ohio; Detroit; Greater New Orleans; Huntsville, Ala.; Indianapolis; Louisville, Ky.; Lubbock, Texas; Memphis, Tenn.; Mobile, Ala.; Sacramento, Calif. and St. Louis — bringing the total to 39 major metros where AT&T's gigabit connection is available.

Expanded live 4K broadcast offerings with premier content from the Olympics, MLB, UFC, PGA, College Football and the World Series of Beach Volleyball.

Received top honors in several J.D. Power studies:

AT&T outscored all other full-service wireless providers for the top overall ranking in the J.D. Power 2016 Full-Service Wireless Purchase Experience Study^SM Volume 2.

AT&T also earned the top ranking among full-service wireless providers in the J.D. Power 2016 Full Service Wireless Customer Performance Care Study^SM Volume 2. AT&T scored significantly higher than the industry average — by 16 points — and increased its overall score by 20 points over the prior 6-month period.

AT&T ranked "Highest In Customer Satisfaction with Small/Medium Business Wireline Service, 2 Years in a Row" in the J.D. Power 2016 Business Wireline Satisfaction Study.

October 23, 2016

Consumer Mobility

The Consumer Mobility segment provides nationwide wireless service to consumer and wholesale subscribers located in the United States or in U.S. territories. The company's wireless network powers voice and data services, including high-speed internet, video entertainment and home monitoring services.

FINANCIAL HIGHLIGHTS

Total revenues from Consumer Mobility customers totaled $8.3 billion, down 5.9% versus the year-earlier quarter, reflecting declines in equipment revenues from lower handset sales and in postpaid service revenues due to the success of Mobile Share plans and migrations to business plans. Third-quarter operating expenses were $5.7 billion, down 5.7% versus the third quarter of 2015, reflecting lower equipment and commission costs as well as increased operational efficiencies.

AT&T's Consumer Mobility operating income totaled $2.6 billion, down 6.2% versus the third quarter of 2015. Third-quarter operating income margin was 31.1%, down slightly from the year-earlier quarter with lower volumes, fewer subsidized sales and cost efficiencies mostly offsetting service-revenue pressure from customers choosing Mobile Share plans. Consumer Mobility EBITDA margin was 42.5%, compared to 42.3% in the third quarter of 2015. (EBITDA margin is operating income before depreciation and amortization, divided by total wireless revenues.) EBITDA service margin was 50.9%, up from 50.5% in the year-ago quarter. (EBITDA service margin is operating income before depreciation and amortization, divided by total service revenues.)

SUBSCRIBER METRICS

At the end of the third quarter, AT&T had 53.9 million Consumer Mobility subscribers. In the quarter, Consumer Mobility gained 50,000 total subscribers with 21,000 postpaid, 304,000 prepaid and 41,000 connected device net adds offsetting a loss of 316,000 reseller subscribers. Consumer Mobility postpaid churn was 1.19%, compared to 1.33% in the year-ago quarter.

October 23, 2016

CONSUMER MOBILITY INNOVATION

AT&T is a leader in mobile internet, delivering expanded choice in devices, services and applications. In recent weeks, AT&T:

Introduced Mobile Share Advantage (MSA) plans, which offer more data at a lower cost per megabyte than some of the plans previously offered by AT&T. With the new MSA plans, customers get unlimited talk and text, rollover data and shareable data with no overage charges. In place of overage charges, once a customer uses the data in a plan, data speeds are reduced for the remainder of the billing cycle.

Reached agreements with Empresa De Telecomunicaciones De Cuba to allow AT&T wireless customers to roam in Cuba and to enable direct interconnection between the U.S. and Cuba. The deal continues to enhance AT&T's global coverage for customers.

Enhanced the AT&T THANKS program by adding priority presale ticket access to popular Live Nation concerts. The first two presales gave customers early access to tickets to see Panic! At the Disco and Thomas Rhett. The company also introduced new tiers with benefits and offers to complement customers' needs.

Launched a new smartphone plan for Cricket customers starting at $30/month that includes unlimited talk and text, plus 1GB of high-speed data.

October 23, 2016

International

The International segment includes wireless services in Mexico and satellite entertainment services in Latin America.

Total International revenues totaled $1.9 billion. Third-quarter operating expenses were $1.9 billion. AT&T's International operating loss totaled $54 million. Third-quarter operating income margin was (2.9)%.

MEXICO

AT&T owns and operates a wireless network in Mexico. AT&T covered about 74 million people in Mexico with 4G LTE at the end of the third quarter and expects to cover 100 million POPs by the end of 2018.

Total wireless revenues from Mexico totaled $582 million, up 0.2% versus the year-earlier quarter, largely due to subscriber growth offset by foreign exchange and competitive pressures. Third-quarter operating loss was $148 million compared to a loss of $134 million in the year-ago quarter, reflecting continued investment in operations, network and subscriber acquisition. Third-quarter operating expenses benefitted from a few one-time items. Margins in the fourth quarter are expected to be consistent with prior quarters.

In the quarter, AT&T added 163,000 postpaid subscribers and 606,000 prepaid subscribers to reach 10.7 million total wireless subscribers in Mexico, a 32% increase from a year ago.

DIRECTV LATIN AMERICA

AT&T is a leading provider of pay television services in Latin America with satellite operations serving Argentina, Brazil, Chile, Colombia, Ecuador, Peru, Uruguay, Venezuela and parts of the Caribbean. It also owns 41% of Sky Mexico. Sky Mexico financial results are accounted for as an equity method investment.

DIRECTV Latin America revenues reflect macroeconomic pressure with weakening local currencies. Total revenues from Latin America were $1.3 billion. Operating income was $94 million.

Third-quarter subscriber net losses were 48,000, driven by declines in Colombia, Argentina and Brazil. Total subscribers at the end of the quarter were 12.5 million. Sky Mexico had approximately 7.8 million subscribers as of June 30, 2016.

October 23, 2016

INTERNATIONAL HIGHLIGHTS

In recent weeks AT&T:

Continued to make significant progress in building the company's customer base and deploying a 4G LTE network in Mexico, while expanding distribution to match this expanded network reach.

Opened additional points of sale throughout the country. The company also completed the rebrand of nearly 2,900 Nextel and Iusacell points of sale to AT&T.

October 23, 2016

AT&T Mobility

AT&T's U.S. mobility operations are divided between the Business Solutions and Consumer Mobility segments. For comparison purposes, the company is providing supplemental information for its total domestic mobility operations.

FINANCIAL HIGHLIGHTS

Wireless revenues reflected lower service revenues from the continued adoption of Mobile Share plans and lower equipment revenues primarily from fewer handset upgrades and higher bring-your-own-device subscribers.

Total wireless revenues were $18.2 billion, down 0.7% year over year, due to decreases in service and equipment revenues. Wireless service revenues of $15.0 billion were down 0.9% year over year but were up sequentially. Continued growth of smartphones and tablets partially offset adoption of Mobile Share plans. Wireless equipment revenues decreased 0.2% to $3.2 billion.

Third-quarter wireless operating expenses totaled $12.8 billion, down 0.8% year over year, reflecting operating efficiencies and lower sales volumes, which offset higher promotional costs. Wireless operating income was $5.4 billion, down 0.5% year over year, reflecting continued adoption of Mobile Share plans and increased promotional activity.

Wireless margins reflect adoption of AT&T Next^SM, increases in BYOD customers, lower smartphone upgrade volumes and continued efforts to drive operating costs out of the business. AT&T's reported third-quarter wireless operating income margin was 29.6%, consistent with the year-earlier quarter.

Wireless EBITDA margin was 41.2%, compared to 40.7% in the third quarter of 2015. Wireless EBITDA service margin was a best-ever 50.1%, up from 49.4% in the year-ago quarter.

October 23, 2016

ARPU

The continued adoption of AT&T Next is reflected in postpaid service ARPU (average revenues per user).

Phone-only postpaid ARPU decreased 1.9% versus the year-earlier quarter; however, phone-only postpaid ARPU with AT&T Next monthly billings increased 1.7% year over year. This growth comes even with lower upgrade volumes, promotional offers and an increasing number of customers holding onto their devices after completing Next payments.

SUBSCRIBER METRICS

In the third quarter, AT&T posted a net increase in total wireless subscribers of 1.5 million to reach more than 133 million in service, up 6.9 million over the past year.

The company added 212,000 postpaid subscribers and 304,000 prepaid subscribers with gains in both Cricket and GoPhone.

AT&T also added 1.3 million connected devices. It lost 315,000 reseller subscribers in the quarter, largely due to disconnects from the company's 2G network. The company added 299,000 postpaid tablet and computing devices in the quarter and lost 268,000 postpaid phone subscribers with the majority of the losses in lower-ARPU feature phones.

The company had 516,000 branded net adds (both postpaid and prepaid) in the quarter, including 165,000 branded smartphone net adds. About 700,000 total branded smartphones were added to the base.

The company expects to shut down its 2G network on or around Jan. 1, 2017. At the end of the third quarter, the company had about 4 million 2G subscribers. This includes 2.8 million connected devices, 673,000 reseller, 335,000 postpaid and 210,000 prepaid. This compares to more than 6 million 2G subscribers at the end of the second quarter. The company has had success migrating these subscribers and will continue those efforts in the fourth quarter; however, the 2G shutdown is expected to impact net adds and churn in the fourth quarter.

CHURN

Improvements in postpaid and prepaid churn helped offset higher connected device and reseller churn.

Postpaid churn was 1.05%, compared to 1.16% in the year-ago quarter, an 11 basis point improvement. That includes about 2 basis points of pressure from the 2G network shutdown. Postpaid phone churn was 0.90%, a 14 basis point improvement from the year-ago quarter. Branded churn was 1.63%, compared to 1.68% in the year-ago quarter. Total churn was 1.45%, up from 1.33% in the year-ago quarter driven by churn from the shutdown of the 2G network. The planned shutdown of the 2G network contributed more than 20 basis points of pressure to total churn.

October 23, 2016

SMARTPHONES

The company's branded smartphone base continued to grow in the quarter, and even more customers moved off the subsidy model — either choosing AT&T Next or bringing their own devices.

The company had 7.0 million branded smartphone gross adds and upgrades in the quarter, including 1.9 million from prepaid. The postpaid upgrade rate in the quarter was 5.1%.

Sales on AT&T Next were 4.3 million, or 83% of all postpaid smartphone gross adds and upgrades. The company also had 595,000 BYOD gross adds, the second most ever. That means about 94% of postpaid smartphone transactions in the quarter were non-subsidy.

About 50% of the company's postpaid smartphone base is currently on AT&T Next, with almost 80% of postpaid smartphone subscribers on no-device-subsidy plans.

At the end of the quarter, 90%, or 58.7 million, of AT&T's postpaid phone subscribers had smartphones. Smartphones accounted for 96% of postpaid phone sales during the quarter.

DATA PLANS

Customers continue to choose Mobile Share and unlimited wireless with TV plans.

The total number of Mobile Share connections was 57.1 million with an average of about 3 devices per account. Nearly 40% of Mobile Share accounts are on 15 gigabyte or larger data plans.

About 6.7 million postpaid subscribers are on unlimited wireless with TV plans.

October 23, 2016

AT&T Inc.
Financial Data


Consolidated Statements of Income
Dollars in millions except per share amounts	Three Months Ended									Nine Months Ended
Unaudited	September 30,						Percent			September 30,						Percent
	2016			2015			Change			2016			2015			Change
Operating Revenues
Service	$	37,272		$	35,539			4.9	%	$	111,515		$	94,042			18.6	%
Equipment		3,618			3,552			1.9	%		10,430			10,640			-2.0	%
Total Operating Revenues		40,890			39,091			4.6	%		121,945			104,682			16.5	%

Operating Expenses
Cost of services and sales
Equipment		4,455			4,501			-1.0	%		13,090			13,400			-2.3	%
Broadcast, programming and operations		4,909			4,081			20.3	%		14,239			6,351			-	%
Other cost of services (exclusive of depreciation and amortization shown separately below)		9,526			9,214			3.4	%		28,436			27,604			3.0	%
Selling, general and administrative		9,013			9,107			-1.0	%		26,363			24,535			7.5	%
Depreciation and amortization		6,579			6,265			5.0	%		19,718			15,539			26.9	%
Total Operating Expenses		34,482			33,168			4.0	%		101,846			87,429			16.5	%
Operating Income		6,408			5,923			8.2	%		20,099			17,253			16.5	%
Interest Expense		1,224			1,146			6.8	%		3,689			2,977			23.9	%
Equity in Net Income of Affiliates		16			15			6.7	%		57			48			18.8	%
Other Income (Expense) - Net		(7	)		(57	)		87.7	%		154			61			-	%
Income Before Income Taxes		5,193			4,735			9.7	%		16,621			14,385			15.5	%
Income Tax Expense		1,775			1,657			7.1	%		5,803			4,784			21.3	%
Net Income		3,418			3,078			11.0	%		10,818			9,601			12.7	%
Less: Net Income Attributable to Noncontrolling Interest		(90	)		(84	)		-7.1	%		(279	)		(262	)		-6.5	%
Net Income Attributable to AT&T	$	3,328		$	2,994			11.2	%	$	10,539		$	9,339			12.8	%


Basic Earnings Per Share Attributable to AT&T	$	0.54		$	0.50			8.0	%	$	1.70		$	1.71			-0.6	%
Weighted Average Common Shares Outstanding (000,000)		6,168			5,924			4.1	%		6,171			5,447			13.3	%

Diluted Earnings Per Share Attributable to AT&T	$	0.54		$	0.50			8.0	%	$	1.70		$	1.71			-0.6	%
Weighted Average Common Shares Outstanding with Dilution (000,000)		6,189			5,943			4.1	%		6,191			5,463			13.3	%

AT&T Inc.
Financial Data


Consolidated Balance Sheets
Dollars in millions
Unaudited	Sep. 30,			Dec. 31,
	2016			2015
Assets
Current Assets
Cash and cash equivalents	$	5,895		$	5,121
Accounts receivable - net of allowances for doubtful accounts of $650 and $704		16,855			16,532
Prepaid expenses		1,333			1,072
Other current assets		13,291			13,267
Total current assets		37,374			35,992
Property, Plant and Equipment - Net		123,922			124,450
Goodwill		105,271			104,568
Licenses		94,241			93,093
Customer Lists and Relationships - Net		15,227			18,208
Other Intangible Assets - Net		8,734			9,409
Investments in Equity Affiliates		1,679			1,606
Other Assets		16,527			15,346
Total Assets	$	402,975		$	402,672

Liabilities and Stockholders' Equity
Current Liabilities
Debt maturing within one year	$	7,982		$	7,636
Accounts payable and accrued liabilities		28,849			30,372
Advanced billing and customer deposits		4,637			4,682
Accrued taxes		2,686			2,176
Dividends payable		2,948			2,950
Total current liabilities		47,102			47,816
Long-Term Debt		117,239			118,515
Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes		59,649			56,181
Postemployment benefit obligation		33,483			34,262
Other noncurrent liabilities		20,899			22,258
Total deferred credits and other noncurrent liabilities		114,031			112,701
Stockholders' Equity
Common stock		6,495			6,495
Additional paid-in capital		89,536			89,763
Retained earnings		35,319			33,671
Treasury stock		(12,589	)		(12,592	)
Accumulated other comprehensive income		4,850			5,334
Noncontrolling interest		992			969
Total stockholders' equity		124,603			123,640
Total Liabilities and Stockholders' Equity	$	402,975		$	402,672

AT&T Inc.
Financial Data


Consolidated Statements of Cash Flows
Dollars in millions	Nine Months Ended
Unaudited	September 30,
	2016			2015
Operating Activities
Net income	$	10,818		$	9,601
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		19,718			15,539
Undistributed earnings from investments in equity affiliates		(22	)		(36	)
Provision for uncollectible accounts		1,036			895
Deferred income tax expense		3,011			1,539
Net gain from sale of investments, net of impairments		(88	)		(46	)
Changes in operating assets and liabilities:
Accounts receivable		(1,108	)		737
Other current assets		1,805			546
Accounts payable and accrued liabilities		(1,173	)		1,332
Equipment installment plan receivables and securitizations		207			(1,682	)
Deferred fulfillment costs		(1,883	)		(884	)
Retirement benefit funding		(770	)		(595	)
Other - net		(2,349	)		(251	)
Total adjustments		18,384			17,094
Net Cash Provided by Operating Activities		29,202			26,695

Investing Activities
Capital expenditures:
Purchase of property and equipment		(15,283	)		(13,356	)
Interest during construction		(669	)		(566	)
Acquisitions, net of cash acquired		(2,922	)		(30,694	)
Dispositions		184			79
Sales of securities, net		501			1,490
Net Cash Used in Investing Activities		(18,189	)		(43,047	)

Financing Activities
Net change in short-term borrowings with original maturities of three months or less		-			(1	)
Issuance of long-term debt		10,140			33,967
Repayment of long-term debt		(10,688	)		(9,962	)
Purchase of treasury stock		(444	)		-
Issuance of treasury stock (excluding acquisition of DIRECTV)		137			133
Dividends paid		(8,850	)		(7,311	)
Other		(534	)		(2,875	)
Net Cash (Used in) Provided by Financing Activities		(10,239	)		13,951
Net increase (decrease) in cash and cash equivalents		774			(2,401	)
Cash and cash equivalents beginning of year		5,121			8,603
Cash and Cash Equivalents End of Period	$	5,895		$	6,202

AT&T Inc.
Consolidated Supplementary Data


Supplementary Financial Data
Dollars in millions except per share amounts	Three Months Ended									Nine Months Ended
Unaudited	September 30,						Percent			September 30,						Percent
	2016			2015			Change			2016			2015			Change
Capital expenditures
Purchase of property and equipment	$	5,581		$	5,028			11.0	%	$	15,283		$	13,356			14.4	%
Interest during construction	$	232		$	227			2.2	%	$	669		$	566			18.2	%

Dividends Declared per Share	$	0.48		$	0.47			2.1	%	$	1.44		$	1.41			2.1	%

End of Period Common Shares Outstanding (000,000)											6,141			6,152			-0.2	%
Debt Ratio											50.1	%		50.8	%		-70	BP
Total Employees											273,140			281,240			-2.9	%



Supplementary Operating Data
Subscribers and connections in thousands
Unaudited										September 30,						Percent
											2016			2015		Change
Wireless Subscribers
Domestic											133,338			126,406			5.5	%
Mexico											10,698			8,091			32.2	%
Total Wireless Subscribers											144,036			134,497			7.1	%

Total Branded Wireless Subscribers											100,821			95,305			5.8	%

Video Connections
Domestic											25,321			25,450			-0.5	%
PanAmericana											7,139			7,006			1.9	%
Brazil											5,337			5,538			-3.6	%
Total Video Connections											37,797			37,994			-0.5	%

Broadband Connections
IP											13,715			13,076			4.9	%
DSL											1,903			2,756			-31.0	%
Total Broadband Connections											15,618			15,832			-1.4	%

Voice Connections
Network Access Lines											14,603			17,352			-15.8	%
U-verse VoIP Connections											5,707			5,443			4.9	%
Total Retail Consumer Voice Connections											20,310			22,795			-10.9	%




	Three Months Ended									Nine Months Ended
	September 30,						Percent			September 30,						Percent
		2016			2015		Change				2016			2015		Change
Wireless Net Additions
Domestic		1,532			2,513			-39.0	%		4,674			5,825			-19.8	%
Mexico		743			(231	)		-	%		2,014			(689	)		-	%
Total Wireless Net Additions		2,275			2,282			-0.3	%		6,688			5,136			30.2	%

Total Branded Wireless Net Additions		1,285			125			-	%		3,881			1,405			-	%

Video Net Additions
Domestic		(2	)		(65	)		96.9	%		(103	)		(37	)		-	%
PanAmericana		(36	)		16			-	%		73			16			-	%
Brazil		(12	)		(129	)		90.7	%		(107	)		(129	)		17.1	%
Total Video Net Additions		(50	)		(178	)		71.9	%		(137	)		(150	)		8.7	%

Broadband Net Additions
IP		171			192			-10.9	%		447			871			-48.7	%
DSL		(194	)		(321	)		39.6	%		(607	)		(1,067	)		43.1	%
Total Broadband Net Additions		(23	)		(129	)		82.2	%		(160	)		(196	)		18.4	%

BUSINESS SOLUTIONS

The Business Solutions segment provides services to business customers, including multinational companies; governmental and wholesale customers; and individual subscribers who purchase wireless services through employer-sponsored plans. We provide advanced IP-based services including Virtual Private Networks (VPN); Ethernet-related products and broadband, collectively referred to as strategic business services; as well as traditional data and voice products. We utilize our wireless and wired networks (referred to as "wired" or "wireline") to provide a complete communications solution to our business customers.

Segment Results
Dollars in millions	Three Months Ended									Nine Months Ended
Unaudited	September 30,						Percent			September 30,						Percent
		2016			2015		Change				2016			2015		Change
Segment Operating Revenues
Wireless service	$	8,049		$	7,732			4.1	%	$	23,867		$	23,003			3.8	%
Fixed strategic services		2,888			2,646			9.1	%		8,447			7,745			9.1	%
Legacy voice and data services		4,046			4,616			-12.3	%		12,567			14,081			-10.8	%
Other service and equipment		908			885			2.6	%		2,652			2,585			2.6	%
Wireless equipment		1,876			1,813			3.5	%		5,422			5,499			-1.4	%
Total Segment Operating Revenues		17,767			17,692			0.4	%		52,955			52,913			0.1	%

Segment Operating Expenses
Operations and support expenses		10,925			10,921			-	%		32,584			32,966			-1.2	%
Depreciation and amortization		2,539			2,474			2.6	%		7,568			7,276			4.0	%
Total Segment Operating Expenses		13,464			13,395			0.5	%		40,152			40,242			-0.2	%
Segment Operating Income		4,303			4,297			0.1	%		12,803			12,671			1.0	%
Equity in Net Income of Affiliates		-			-			-	%		-			-			-	%
Segment Contribution	$	4,303		$	4,297			0.1	%	$	12,803		$	12,671			1.0	%

Segment Operating Income Margin		24.2	%		24.3	%					24.2	%		23.9	%



Supplementary Operating Data
Subscribers and connections in thousands
Unaudited										September 30,						Percent
											2016			2015		Change
Business Solutions Wireless Subscribers
Postpaid/Branded											50,014			47,414			5.5	%
Reseller											58			83			-30.1	%
Connected Devices											29,355			24,064			22.0	%
Total Business Solutions Wireless Subscribers											79,427			71,561			11.0	%

Business Solutions IP Broadband Connections											963			891			8.1	%



	Three Months Ended									Nine Months Ended
	September 30,						Percent			September 30,						Percent
		2016			2015		Change				2016			2015		Change
Business Solutions Wireless Net Additions
Postpaid/Branded		191			265			-27.9	%		509			850			-40.1	%
Reseller		1			8			-87.5	%		(34	)		14			-	%
Connected Devices		1,290			1,602			-19.5	%		4,067			4,104			-0.9	%
Total Business Solutions Wireless Net Additions		1,482			1,875			-21.0	%		4,542			4,968			-8.6	%

Business Solutions Wireless Postpaid Churn		0.97	%		1.05	%		-8	BP		0.97	%		0.95	%		2	BP

Business Solutions IP Broadband Net Additions		15			20			-25.0	%		52			70			-25.7	%

ENTERTAINMENT GROUP

The Entertainment Group segment provides video, internet, voice communication, and interactive and targeted advertising services to customers located in the U.S. or in U.S. territories. We utilize our copper and IP-based wired network and/or our satellite technology.


Segment Results
Dollars in millions	Three Months Ended									Nine Months Ended
Unaudited	September 30,						Percent				September 30,						Percent
	2016			2015			Change				2016			2015			Change
Segment Operating Revenues
Video entertainment	$	9,026		$	7,162			26.0	%		$	26,893		$	11,024			-	%
High-speed internet		1,892			1,685			12.3	%			5,562			4,861			14.4	%
Legacy voice and data services		1,168			1,419			-17.7	%			3,725			4,547			-18.1	%
Other service and equipment		634			592			7.1	%			1,909			1,868			2.2	%
Total Segment Operating Revenues		12,720			10,858			17.1	%			38,089			22,300			70.8	%

Segment Operating Expenses
Operations and support expenses		9,728			8,450			15.1	%			28,875			18,222			58.5	%
Depreciation and amortization		1,504			1,389			8.3	%			4,481			3,519			27.3	%
Total Segment Operating Expenses		11,232			9,839			14.2	%			33,356			21,741			53.4	%
Segment Operating Income		1,488			1,019			46.0	%			4,733			559			-	%
Equity in Net Income (Loss) of Affiliates		-			2			-	%			1			(16	)		-	%
Segment Contribution	$	1,488		$	1,021			45.7	%		$	4,734		$	543			-	%

Segment Operating Income Margin		11.7	%		9.4	%						12.4	%		2.5	%



Supplementary Operating Data
Subscribers and connections in thousands
Unaudited											September 30,						Percent
												2016			2015		Change
Video Connections
Satellite												20,777			19,570			6.2	%
U-verse												4,515			5,854			-22.9	%
Total Video Connections												25,292			25,424			-0.5	%

Broadband Connections
IP												12,752			12,185			4.7	%
DSL												1,424			2,137			-33.4	%
Total Broadband Connections												14,176			14,322			-1.0	%

Voice Connections
Retail Consumer Switched Access Lines												6,155			7,675			-19.8	%
U-verse Consumer VoIP Connections												5,378			5,216			3.1	%
Total Retail Consumer Voice Connections												11,533			12,891			-10.5	%



	Three Months Ended										Nine Months Ended
	September 30,						Percent				September 30,						Percent
		2016			2015		Change					2016			2015		Change
Video Net Additions
Satellite		323			26			-	%			993			26			-	%
U-verse		(326	)		(92	)		-	%			(1,099	)		(66	)		-	%
Total Video Net Additions		(3	)		(66	)		95.5	%			(106	)		(40	)		-	%

Broadband Net Additions
IP		156			172			-9.3	%			396			802			-50.6	%
DSL		(161	)		(278	)		42.1	%			(506	)		(922	)		45.1	%
Total Broadband Net Additions		(5	)		(106	)		95.3	%			(110	)		(120	)		8.3	%

CONSUMER MOBILITY

The Consumer Mobility segment provides nationwide wireless service to consumers and wholesale and resale wireless subscribers located in the U.S. or in U.S. territories. We utilize our U.S. wireless network to provide voice and data services, including high-speed internet, video, and home monitoring services.

Segment Results
Dollars in millions	Three Months Ended									Nine Months Ended
Unaudited	September 30,						Percent			September 30,						Percent
	2016			2015			Change			2016			2015			Change
Segment Operating Revenues
Service	$	6,914		$	7,363			-6.1	%	$	20,805		$	22,019			-5.5	%
Equipment		1,353			1,421			-4.8	%		3,976			4,298			-7.5	%
Total Segment Operating Revenues		8,267			8,784			-5.9	%		24,781			26,317			-5.8	%

Segment Operating Expenses
Operations and support expenses		4,751			5,065			-6.2	%		14,343			15,808			-9.3	%
Depreciation and amortization		944			976			-3.3	%		2,798			2,912			-3.9	%
Total Segment Operating Expenses		5,695			6,041			-5.7	%		17,141			18,720			-8.4	%
Segment Operating Income		2,572			2,743			-6.2	%		7,640			7,597			0.6	%
Equity in Net Income of Affiliates		-			-			-	%		-			-			-	%
Segment Contribution	$	2,572		$	2,743			-6.2	%	$	7,640		$	7,597			0.6	%

Segment Operating Income Margin		31.1	%		31.2	%					30.8	%		28.9	%



Supplementary Operating Data
Subscribers and connections in thousands
Unaudited										September 30,						Percent
											2016			2015		Change
Consumer Mobility Subscribers
Postpaid											27,374			29,257			-6.4	%
Prepaid											13,035			10,988			18.6	%
Branded											40,409			40,245			0.4	%
Reseller											12,566			13,647			-7.9	%
Connected Devices											936			953			-1.8	%
Total Consumer Mobility Subscribers											53,911			54,845			-1.7	%



	Three Months Ended									Nine Months Ended
	September 30,						Percent			September 30,						Percent
		2016			2015		Change				2016			2015		Change
Consumer Mobility Net Additions
Postpaid		21			23			-8.7	%		89			289			-69.2	%
Prepaid		304			466			-34.8	%		1,169			895			30.6	%
Branded		325			489			-33.5	%		1,258			1,184			6.3	%
Reseller		(316	)		149			-	%		(1,140	)		(218	)		-	%
Connected Devices		41			-			-	%		14			(109	)		-	%
Total Consumer Mobility Net Additions		50			638			-92.2	%		132			857			-84.6	%

Total Churn		2.11	%		1.90	%		21	BP		2.06	%		1.93	%		13	BP
Postpaid Churn		1.19	%		1.33	%		-14	BP		1.17	%		1.23	%		-6	BP

INTERNATIONAL

The International segment provides entertainment services in Latin America and wireless services in Mexico. Video entertainment services are provided to primarily residential customers using satellite technology. We utilize our regional and national wireless networks in Mexico to provide consumer and business customers with wireless data and voice communication services. Our international subsidiaries conduct business in their local currency and operating results are converted to U.S. dollars using official exchange rates.

Segment Results
Dollars in millions	Three Months Ended											Nine Months Ended
Unaudited	September 30,								Percent			September 30,								Percent
	2016				2015				Change			2016				2015				Change
Segment Operating Revenues
Video entertainment	$	1,297			$	945				37.2	%	$	3,649			$	945				-	%
Wireless service		484				494				-2.0	%		1,428				1,153				23.9	%
Wireless equipment		98				87				12.6	%		297				155				91.6	%
Total Segment Operating Revenues		1,879				1,526				23.1	%		5,374				2,253				-	%

Segment Operating Expenses
Operations and support expenses		1,640				1,384				18.5	%		4,951				2,131				-	%
Depreciation and amortization		293				225				30.2	%		868				346				-	%
Total Segment Operating Expenses		1,933				1,609				20.1	%		5,819				2,477				-	%
Segment Operating Income (Loss)		(54	)			(83	)			34.9	%		(445	)			(224	)			-98.7	%
Equity in Net Income (Loss) of Affiliates		1				(4	)			-	%		24				(4	)			-	%
Segment Contribution	$	(53	)		$	(87	)			39.1	%	$	(421	)		$	(228	)			-84.6	%

Segment Operating Income Margin		(2.9	)	%		(5.4	)	%					(8.3	)	%		(9.9	)	%



Supplementary Operating Data
Subscribers and connections in thousands
Unaudited												September 30,								Percent
													2016				2015			Change
Mexican Wireless Subscribers
Postpaid													4,733				4,159				13.8	%
Prepaid													5,665				3,487				62.5	%
Branded													10,398				7,646				36.0	%
Reseller													300				445				-32.6	%
Total Mexican Wireless Subscribers													10,698				8,091				32.2	%

Latin America Satellite Subscribers
PanAmericana													7,139				7,006				1.9	%
SKY Brazil													5,337				5,538				-3.6	%
Total Latin America Satellite Subscribers													12,476				12,544				-0.5	%



	Three Months Ended											Nine Months Ended
	September 30,								Percent			September 30,								Percent
		2016				2015			Change				2016				2015			Change
Mexican Wireless Net Additions
Postpaid		163				15				-	%		444				47				-	%
Prepaid		606				(210	)			-	%		1,670				(677	)			-	%
Branded		769				(195	)			-	%		2,114				(630	)			-	%
Reseller		(26	)			(36	)			27.8	%		(100	)			(59	)			-69.5	%
Total Mexican Wireless Net Additions		743				(231	)			-	%		2,014				(689	)			-	%

Latin America Satellite Net Additions
PanAmericana		(36	)			16				-	%		73				16				-	%
SKY Brazil		(12	)			(129	)			90.7	%		(107	)			(129	)			17.1	%
Total Latin America Satellite Net Additions		(48	)			(113	)			57.5	%		(34	)			(113	)			69.9	%

SUPPLEMENTAL OPERATING INFORMATION - AT&T MOBILITY

As a supplemental discussion of our operating results, for comparison purposes, we are providing a view of our combined domestic wireless operations (AT&T Mobility).

Operating Results
Dollars in millions	Three Months Ended									Nine Months Ended
Unaudited		September 30,					Percent				September 30,					Percent
	2016			2015			Change			2016			2015			Change
Operating Revenues
Service	$	14,963		$	15,095			-0.9	%	$	44,673		$	45,022			-0.8	%
Equipment		3,229			3,234			-0.2	%		9,398			9,797			-4.1	%
Total Operating Revenues		18,192			18,329			-0.7	%		54,071			54,819			-1.4	%

Operating Expenses
Operations and support expenses		10,696			10,865			-1.6	%		31,822			33,310			-4.5	%
Depreciation and amortization		2,107			2,046			3.0	%		6,244			6,082			2.7	%
Total Operating Expenses		12,803			12,911			-0.8	%		38,066			39,392			-3.4	%
Operating Income		5,389			5,418			-0.5	%		16,005			15,427			3.7	%
Equity in Net Income of Affiliates		-			-			-	%		-			-			-	%
Operating Contribution	$	5,389		$	5,418			-0.5	%	$	16,005		$	15,427			3.7	%

Operating Income Margin		29.6	%		29.6	%					29.6	%		28.1	%



Supplementary Operating Data
Subscribers and connections in thousands
Unaudited										September 30,						Percent
											2016			2015		Change
AT&T Mobility Subscribers
Postpaid											77,388			76,671			0.9	%
Prepaid											13,035			10,988			18.6	%
Branded											90,423			87,659			3.2	%
Reseller											12,624			13,729			-8.0	%
Connected Devices											30,291			25,018			21.1	%
Total AT&T Mobility Subscribers											133,338			126,406			5.5	%

Domestic Licensed POPs (000,000)											323			321			0.6	%



	Three Months Ended									Nine Months Ended
	September 30,						Percent			September 30,						Percent
		2016			2015		Change				2016			2015		Change
AT&T Mobility Net Additions
Postpaid		212			289			-26.6	%		598			1,140			-47.5	%
Prepaid		304			466			-34.8	%		1,169			895			30.6	%
Branded		516			755			-31.7	%		1,767			2,035			-13.2	%
Reseller		(315	)		156			-	%		(1,174	)		(205	)		-	%
Connected Devices		1,331			1,602			-16.9	%		4,081			3,995			2.2	%
Total AT&T Mobility Net Additions		1,532			2,513			-39.0	%		4,674			5,825			-19.8	%
M&A Activity, Partitioned Customers and Other Adjustments		1			(9	)		-	%		24			27			-11.1	%

Total Churn		1.45	%		1.33	%		12	BP		1.41	%		1.35	%		6	BP
Postpaid Churn		1.05	%		1.16	%		-11	BP		1.04	%		1.06	%		-2	BP

SUPPLEMENTAL SEGMENT RECONCILIATION


Three Months Ended
Dollars in millions
Unaudited

September 30, 2016
	Revenues			Operations and Support Expenses			EBITDA			Depreciation and Amortization		Operating Income (Loss)			Equity in Net Income (Loss) of Affiliates			Segment Contribution
Business Solutions	$	17,767		$	10,925		$	6,842		$	2,539	$	4,303		$	-		$	4,303
Entertainment Group		12,720			9,728			2,992			1,504		1,488			-			1,488
Consumer Mobility		8,267			4,751			3,516			944		2,572			-			2,572
International		1,879			1,640			239			293		(54	)		1			(53	)
Segment Total		40,633			27,044			13,589			5,280		8,309		$	1		$	8,310
Corporate and Other		270			270			-			17		(17	)
Acquisition-related items		-			290			(290	)		1,282		(1,572	)
Certain Significant items		(13	)		299			(312	)		-		(312	)
AT&T Inc.	$	40,890		$	27,903		$	12,987		$	6,579	$	6,408


September 30, 2015
	Revenues			Operations and Support Expenses			EBITDA			Depreciation and Amortization		Operating Income (Loss)			Equity in Net Income (Loss) of Affiliates			Segment Contribution
Business Solutions	$	17,692		$	10,921		$	6,771		$	2,474	$	4,297		$	-		$	4,297
Entertainment Group		10,858			8,450			2,408			1,389		1,019			2			1,021
Consumer Mobility		8,784			5,065			3,719			976		2,743			-			2,743
International		1,526			1,384			142			225		(83	)		(4	)		(87	)
Segment Total		38,860			25,820			13,040			5,064		7,976		$	(2	)	$	7,974
Corporate and Other		316			315			1			3		(2	)
Acquisition-related items		(85	)		611			(696	)		1,198		(1,894	)
Certain Significant items		-			157			(157	)		-		(157	)
AT&T Inc.	$	39,091		$	26,903		$	12,188		$	6,265	$	5,923




Nine Months Ended
Dollars in millions
Unaudited

September 30, 2016
	Revenues			Operations and Support Expenses			EBITDA			Depreciation and Amortization		Operating Income (Loss)			Equity in Net Income (Loss) of Affiliates			Segment Contribution
Business Solutions	$	52,955		$	32,584		$	20,371		$	7,568	$	12,803		$	-		$	12,803
Entertainment Group		38,089			28,875			9,214			4,481		4,733			1			4,734
Consumer Mobility		24,781			14,343			10,438			2,798		7,640			-			7,640
International		5,374			4,951			423			868		(445	)		24			(421	)
Segment Total		121,199			80,753			40,446			15,715		24,731		$	25		$	24,756
Corporate and Other		759			940			(181	)		54		(235	)
Acquisition-related items		-			818			(818	)		3,949		(4,767	)
Certain Significant items		(13	)		(383	)		370			-		370
AT&T Inc.	$	121,945		$	82,128		$	39,817		$	19,718	$	20,099


September 30, 2015
	Revenues			Operations and Support Expenses			EBITDA			Depreciation and Amortization		Operating Income (Loss)			Equity in Net Income (Loss) of Affiliates			Segment Contribution
Business Solutions	$	52,913		$	32,966		$	19,947		$	7,276	$	12,671		$	-		$	12,671
Entertainment Group		22,300			18,222			4,078			3,519		559			(16	)		543
Consumer Mobility		26,317			15,808			10,509			2,912		7,597			-			7,597
International		2,253			2,131			122			346		(224	)		(4	)		(228	)
Segment Total		103,783			69,127			34,656			14,053		20,603		$	(20	)	$	20,583
Corporate and Other		984			785			199			47		152
Acquisition-related items		(85	)		1,604			(1,689	)		1,439		(3,128	)
Certain Significant items		-			374			(374	)		-		(374	)
AT&T Inc.	$	104,682		$	71,890		$	32,792		$	15,539	$	17,253

Exhibit 99.3

Discussion and Reconciliation of Non-GAAP Measures

We believe the following measures are relevant and useful information to 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 AT&T and its segments. Management also uses these measures as a method of comparing performance with that of many of our competitors.

Free Cash Flow

Free cash flow is defined as cash from operations minus Capital expenditures. Free cash flow after dividends is defined as cash from operations minus Capital expenditures and dividends. Free cash flow dividend payout ratio is defined as the percentage of dividends paid to free cash flow. We believe these metrics provide useful information to our investors because management views free cash flow as an important indicator of how much cash is generated by routine 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.

Free Cash Flow and Free Cash Flow Dividend Payout Ratio
Dollars in millions		Three Months Ended			Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Net cash provided by operating activities	$	10,995	$	10,797	$	29,202	$	26,695
Less: Capital expenditures		(5,813)		(5,255)		(15,952)		(13,922)
Free Cash Flow		5,182		5,542		13,250		12,773

Less: Dividends paid		(2,951)		(2,438)		(8,850)		(7,311)
Free Cash Flow after Dividends	$	2,231	$	3,104	$	4,400	$	5,462
Free Cash Flow Dividend Payout Ratio		56.9%		44.0%		66.8%		57.2%

Capital Investment

Capital Investment is a non-GAAP financial measure that adds to Capital expenditures the amount of vendor financing arrangements for capital improvements to our wireless network in Mexico. These favorable payment terms are considered vendor financing arrangements and are reported as repayments of debt instead of Capital expenditures. Management believes that Capital Investment provides relevant and useful information to investors and other users of our financial data in evaluating long-term investment in our business.

Capital Investment
Dollars in millions		Three Months Ended			Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Capital Expenditures	$	5,813	$	5,255	$	15,952	$	13,922
Vendor Financing		87		-		225		-
Capital Investment	$	5,900	$	5,255	$	16,177	$	13,922

EBITDA

Our calculation of EBITDA, as presented, may differ from similarly titled measures reported by other companies. For AT&T, EBITDA excludes other income (expense) – net, and equity in net income (loss) of affiliates, as these do not reflect the operating results of our subscriber base or operations that are not under our control. Equity in net income (loss) of affiliates represents the proportionate share of the net income (loss) of affiliates in which we exercise significant influence, but do not control. Because we do not control these entities, management excludes these results when evaluating the performance of our primary operations. EBITDA also excludes interest expense and the provision for income taxes. Excluding these items eliminates the expenses associated with our capital and tax structures. Finally, EBITDA excludes depreciation and amortization in order to eliminate the impact of capital investments. 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 U.S. generally accepted accounting principles (GAAP).

EBITDA service margin is calculated as EBITDA divided by service revenues.

When discussing our segment results, EBITDA excludes equity in net income (loss) of affiliates, and depreciation and amortization from segment contribution. For our supplemental presentation of our combined domestic wireless operations (AT&T Mobility), EBITDA excludes depreciation and amortization from Operating Income.

These measures are used by management as a gauge of our success in acquiring, retaining and servicing 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 segment 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 segment managers are responsible and upon which we evaluate their performance.

We believe EBITDA Service Margin (EBITDA as a percentage of service revenues) to be a more relevant measure than EBITDA Margin (EBITDA as a percentage of total revenue) for our Consumer Mobility segment operating margin and our supplemental AT&T Mobility operating margin. For the periods covered by this report, we subsidized a portion of some of our wireless handset sales, 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, EBITDA margin 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. 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, EBITDA margin 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.

EBITDA, EBITDA Margin and EBITDA Service Margin
Dollars in millions		Three Months Ended			Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Net Income	$	3,418	$	3,078	$	10,818	$	9,601
Additions:
Income Tax Expense		1,775		1,657		5,803		4,784
Interest Expense		1,224		1,146		3,689		2,977
Equity in Net (Income) of Affiliates		(16)		(15)		(57)		(48)
Other (Income) Expense - Net		7		57		(154)		(61)
Depreciation and amortization		6,579		6,265		19,718		15,539
EBITDA		12,987		12,188		39,817		32,792

Total Operating Revenues		40,890		39,091		121,945		104,682
Service Revenues		37,272		35,539		111,515		94,042

EBITDA Margin		31.8%		31.2%		32.7%		31.3%
EBITDA Service Margin		34.8%		34.3%		35.7%		34.9%

Segment EBITDA, EBITDA Margin and EBITDA Service Margin
Dollars in millions		Three Months Ended			Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Business Solutions Segment
Segment Contribution	$	4,303	$	4,297	$	12,803	$	12,671
Additions:
Depreciation and amortization		2,539		2,474		7,568		7,276
EBITDA		6,842		6,771		20,371		19,947

Total Segment Operating Revenues		17,767		17,692		52,955		52,913

Segment Operating Income Margin		24.2%		24.3%		24.2%		23.9%
EBITDA Margin		38.5%		38.3%		38.5%		37.7%

Entertainment Group Segment
Segment Contribution	$	1,488	$	1,021	$	4,734	$	543
Additions:
Equity in Net (Income) of Affiliates		-		(2)		(1)		16
Depreciation and amortization		1,504		1,389		4,481		3,519
EBITDA		2,992		2,408		9,214		4,078

Total Segment Operating Revenues		12,720		10,858		38,089		22,300

Segment Operating Income Margin		11.7%		9.4%		12.4%		2.5%
EBITDA Margin		23.5%		22.2%		24.2%		18.3%

Consumer Mobility Segment
Segment Contribution	$	2,572	$	2,743	$	7,640	$	7,597
Additions:
Depreciation and amortization		944		976		2,798		2,912
EBITDA		3,516		3,719		10,438		10,509

Total Segment Operating Revenues		8,267		8,784		24,781		26,317
Service Revenues		6,914		7,363		20,805		22,019

Segment Operating Income Margin		31.1%		31.2%		30.8%		28.9%
EBITDA Margin		42.5%		42.3%		42.1%		39.9%
EBITDA Service Margin		50.9%		50.5%		50.2%		47.7%

International Segment
Segment Contribution	$	(53)	$	(87)	$	(421)	$	(228)
Additions:
Equity in Net (Income) of Affiliates		(1)		4		(24)		4
Depreciation and amortization		293		225		868		346
EBITDA		239		142		423		122

Total Segment Operating Revenues		1,879		1,526		5,374		2,253

Segment Operating Income Margin		-2.9%		-5.4%		-8.3%		-9.9%
EBITDA Margin		12.7%		9.3%		7.9%		5.4%

Supplemental AT&T Mobility EBITDA, EBITDA Margin and EBITDA Service Margin
Dollars in millions		Three Months Ended			Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
AT&T Mobility
Operating Contribution	$	5,389	$	5,418	$	16,005	$	15,427
Add: Depreciation and amortization		2,107		2,046		6,244		6,082
EBITDA		7,496		7,464		22,249		21,509

Total Segment Operating Revenues		18,192		18,329		54,071		54,819
Service Revenues		14,963		15,095		44,673		45,022

Segment Operating Income Margin		29.6%		29.6%		29.6%		28.1%
EBITDA Margin		41.2%		40.7%		41.1%		39.2%
EBITDA Service Margin		50.1%		49.4%		49.8%		47.8%

Adjusting Items

Adjusting items include revenues and costs we consider nonoperational in nature, such as items arising from asset acquisitions or dispositions. We also adjust for net actuarial gains or losses associated with our pension and postemployment benefit plans due to the often significant impact on our fourth-quarter results (we immediately recognize this gain or loss in the income statement, pursuant to our accounting policy for the recognition of actuarial gains and losses.) Consequently, our adjusted results reflect an expected return on plan assets rather than the actual return on plan assets, as included in the GAAP measure of income.

The tax impact of adjusting items is calculated using the effective tax rate during the quarter except for (1) adjustments related to Mexico operations, which are taxed at the 30% marginal rate for Mexico and (2) adjustments that, given their magnitude can drive a change in the effective tax rate, reflect the actual tax expense or combined marginal rate of approximately 38%.

Adjusting Items
Dollars in millions		Three Months Ended			Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Operating Revenues
Merger related deferred revenue	$	-	$	85	$	-	$	85
Storm revenue credits		13		-		13		-
Adjustments to Operating Revenues		13		85		13		85
Operating Expenses
DIRECTV and other video merger integration costs		189		173		495		337
Mexico merger integration costs		84		42		231		83
Wireless merger integration costs		17		146		92		570
Leap network decommissioning		-		250		-		614
New cell site abandonment		-		35		-		35
Storm costs		17		-		17		-
Employee separation costs		260		122		314		339
(Gain) loss on transfer of wireless spectrum		22		-		(714)		-
Adjustments to Operations and Support Expenses		589		768		435		1,978
Amortization of intangible assets		1,282		1,171		3,949		1,284
Adjustments to Operating Expenses		1,871		1,939		4,384		3,262
Other
DIRECTV-related interest expense and exchange fees ¹		-		38		16		142
(Gain) loss on sale of investments ²		-		-		4		-
Adjustments to Income Before Income Taxes		1,884		2,062		4,417		3,489
Tax impact of adjustments		640		705		1,521		1,202
Tax-related items		-		(34)		-		228
Adjustments to Net Income	$	1,244	$	1,391	$	2,896	$	2,059
¹Includes interest expense incurred on the debt issued prior to the close of the DIRECTV transaction and fees associated with the exchange of DIRECTV notes for AT&T notes.
²Residual effect of previously adjusted item.

Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA service margin and Adjusted diluted EPS are non-GAAP financial measures calculated by excluding from operating revenues, operating expenses and income tax expense certain significant items that are non-operational or non-recurring in nature, including dispositions and merger integration and transaction costs. 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, Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA service 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. AT&T's calculation of Adjusted items, as presented, may differ from similarly titled measures reported by other companies.

Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA Service Margin
Dollars in millions		Three Months Ended			Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Operating Income	$	6,408	$	5,923	$	20,099	$	17,253
Adjustments to Operating Revenues		13		85		13		85
Adjustments to Operating Expenses		1,871		1,939		4,384		3,262
Adjusted Operating Income		8,292		7,947		24,496		20,600

EBITDA		12,987		12,188		39,817		32,792
Adjustments to Operating Revenues		13		85		13		85
Adjustments to Operations and Support Expenses		589		768		435		1,978
Adjusted EBITDA		13,589		13,041		40,265		34,855

Total Operating Revenues		40,890		39,091		121,945		104,682
Adjustments to Operating Revenues		13		85		13		85
Total Adjusted Operating Revenues		40,903		39,176		121,958		104,767
Service Revenues		37,272		35,539		111,515		94,042
Adjustments to Operating Revenues		13		85		13		85
Adjusted Service Revenues		37,285		35,624		111,528		94,127

Operating Income Margin		15.7%		15.2%		16.5%		16.5%
Adjusted Operating Income Margin		20.3%		20.3%		20.1%		19.7%
Adjusted EBITDA Margin		33.2%		33.3%		33.0%		33.3%
Adjusted EBITDA Service Margin		36.4%		36.6%		36.1%		37.0%

Adjusted Diluted EPS
		Three Months Ended			Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Diluted Earnings Per Share (EPS)	$	0.54	$	0.50	$	1.70	$	1.71
Amortization of intangible assets		0.14		0.13		0.42		0.16
Merger integration and other costs¹		0.03		0.09		0.09		0.22
Employee separations		0.03		0.01		0.03		0.04
Gain (loss) on transfer of wireless spectrum		-		-		(0.07)		-
Tax-related items		-		0.01		-		(0.04)
Adjusted EPS	$	0.74	$	0.74	$	2.17	$	2.09
Year-over-year growth - Adjusted		0.0%				3.8%
Weighted Average Common Shares Outstanding with Dilution (000,000)		6,189		5,943		6,191		5,463
¹Includes combined merger integration costs, Leap network decommissioning, DIRECTV-related interest expense and exchange fees, abandonments and other costs.

Entertainment Group Segment

Adjusted Operating Revenues includes the external operating revenues from DIRECTV U.S. as reported in the DIRECTV Form 10-Q/A dated June 30, 2015 adjusted to (1) include operations reported in other DIRECTV operating segments that AT&T has chosen to manage in our Entertainment Group segment, (2) conform DIRECTV's practice of recognizing revenue to be received under contractual commitments on a straight line basis over the minimum contract period to AT&T's method of limiting the revenue recognized to the monthly amounts billed and (3) eliminate intercompany transactions from DIRECTV U.S. and the Entertainment Group segment. Adjusting Entertainment Group segment operating revenues provides for comparability between periods.

Entertainment Group Adjusted Operating Revenues
Dollars in millions		Three Months Ended			Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Segment Operating Revenues	$	12,720	$	10,858	$	38,089	$	22,300
DIRECTV Operating Revenues¹				1,700				14,864
Adjustments:
Other DIRECTV operations				-				182
Revenue recognition				35				229
Intercompany eliminations				(6)				(40)
Adjusted Segment Operating Revenues	$	12,720	$	12,587	$	38,089	$	37,535
Year-over-year growth - Adjusted		1.1%				1.5%
¹Includes results from July 1, 2015 through July 24, 2015 acquisition date.

Net Debt to Adjusted EBITDA

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 Adjusted EBITDA ratio is calculated by dividing the Net Debt by annualized Net Debt Adjusted EBITDA. Annualized Net Debt Adjusted EBITDA excludes severance-related adjustments as described in our credit agreements. Net Debt is calculated by subtracting cash and cash equivalents and certificates of deposit and time deposits that are greater than 90 days, from the sum of debt maturing within one year and long-term debt. Annualized Adjusted EBITDA is calculated by annualizing the year-to-date Net Debt Adjusted EBITDA.

Net Debt to Adjusted EBITDA
Dollars in millions
		Three Months Ended
		Mar. 31,		Jun. 30		Sep. 30		YTD 2016
		2016		2016		2016		YTD 2016
Adjusted EBITDA	$	13,279	$	13,397	$	13,589	$	40,265
Add back severance		(25)		(29)		(260)		(314)
Net Debt Adjusted EBITDA		13,254		13,368		13,329		39,951
Annualized Net Debt Adjusted EBITDA								53,268
End-of-period current debt								7,982
End-of-period long-term debt								117,239
Total End-of-Period Debt								125,221
Less: Cash and Cash Equivalents								5,895
Net Debt Balance								119,326
Annualized Net Debt Adjusted EBITDA Ratio								2.24

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