SEC Company Response from AT&T INC. (T, TBB, TBC, T-PA, T-PC) (CIK 0000732717) (T) — Apr 20, 2017
AT&T INC. (T, TBB, TBC, T-PA, T-PC) (CIK 0000732717)
Date: April 20, 2017 · CIK: 0000732717 · Accession: 0000732717-17-000042
AI Filing Summary & Sentiment
File numbers found in text: 001-8610
Referenced dates: April 7, 2017
Letter
Re:
April 20, 2017
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE, Mail Stop 3720
Washington, DC 20549
AT&T Inc.
Form 10-K for Fiscal Year Ended December 31, 2016
Filed February 17, 2017
File No. 001-8610
Ladies and Gentlemen:
We are in receipt of the letter from the staff (the "staff") of the Securities and Exchange Commission (the "Commission"), dated April 7, 2017 to Mr. John J. Stephens of AT&T Inc. (the "Company" or "we"). For your convenience, we have included the staff's comment herein and included our response accordingly.
The Company's response to the staff's comment is set forth below and revised disclosure has been included. The Company will include the additional disclosure in the next filing of the applicable form where disclosure would be appropriate.
Exhibit 13
Supplemental Operating Information, page 14
1.
As the financial measures included in this presentation combine the results of one reportable segment with portions of another reportable segment, they are not presented in accordance with ASC 280 and as a result these financial measures are non-GAAP measures. Accordingly, please revise your disclosure herein and in your earnings release to comply with Item 10(e) of Regulation S-K. Please provide us with your proposed disclosures.
Response:
In response to the staff's comment, we will modify future filings, beginning with our Form 10-Q for the quarter ended March 31, 2017, in accordance with Item 10(e) of Regulation S-K, including a reconciliation of the supplemental measures in a "Discussion and Reconciliation of Non-GAAP Measure" section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. We will also modify the disclosures included with Exhibit 99.3 of our Form 8-K reporting on Item 2.02, in accordance with Item 10(e) to the extent applicable thereto, beginning with the quarter ended March 31, 2017.
We will reconcile our supplemental measures to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles by combining the results of our Consumer Mobility and Business Solutions segments, and then adjusting to remove non-wireless operations. An example, using our 2016 Form 10-K results, of this disclosure is as follows:
Discussion and Reconciliation of Non-GAAP Measure
We believe the following measure is relevant and useful information to investors as it is used by management as a method of comparing performance with that of many of our competitors. Supplemental measures should be considered in addition to, but not as a substitute of, our consolidated and segment financial information.
Supplemental Operational Measure
We provide a supplemental discussion of our domestic wireless operations that is calculated by combining our Consumer Mobility and Business Solutions segments, and then adjusting to remove non-wireless operations. The following table presents a reconciliation of our supplemental AT&T Mobility results.
For the year ended December 31, 2016
Consumer Mobility
Business Solutions
Adjustments1
AT&T Mobility
Operating Revenues
Wireless service
$
27,536
$
31,850
$
-
$
59,386
Fixed strategic services
-
11,389
(11,389
)
-
Legacy voice and data services
-
16,364
(16,364
)
-
Other service and equipment
-
3,615
(3,615
)
-
Wireless equipment
5,664
7,770
-
13,434
Total Operating Revenues
33,200
70,988
(31,368
)
72,820
Operating Expenses
Operations and support
19,659
44,330
(20,104
)
43,885
EBITDA
13,541
26,658
(11,264
)
28,935
Depreciation and amortization
3,716
9,832
(5,256
)
8,292
Total Operating Expenses
23,375
54,162
(25,360
)
52,177
Operating Income
9,825
16,826
(6,008
)
20,643
Equity in Net Income (Loss) of Affiliates
-
-
-
-
Operating Contribution
$
9,825
$
16,826
$
(6,008
)
$
20,643
1 Non-wireless operations reported in Business Solutions segment
For the year ended December 31, 2015
Consumer Mobility
Business Solutions
Adjustments1
AT&T Mobility
Operating Revenues
Wireless service
$
29,150
$
30,687
$
-
$
59,837
Fixed strategic services
-
10,461
(10,461
)
-
Legacy voice and data services
-
18,468
(18,468
)
-
Other service and equipment
-
3,559
(3,559
)
-
Wireless equipment
5,916
7,952
-
13,868
Total Operating Revenues
35,066
71,127
(32,488
)
73,705
Operating Expenses
Operations and support
21,477
44,946
(20,634
)
45,789
EBITDA
13,589
26,181
(11,854
)
27,916
Depreciation and amortization
3,851
9,789
(5,527
)
8,113
Total Operating Expenses
25,328
54,735
(26,161
)
53,902
Operating Income
9,738
16,392
(6,327
)
19,803
Equity in Net Income (Loss) of Affiliates
-
-
-
-
Operating Contribution
$
9,738
$
16,392
$
(6,327
)
$
19,803
1 Non-wireless operations reported in Business Solutions segment
Please let me know if you have additional comments.
Sincerely,
/s/ John J. Stephens
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CORRESP 1 filename1.htm April 20, 2017 Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE, Mail Stop 3720 Washington, DC 20549 Re: AT&T Inc. Form 10-K for Fiscal Year Ended December 31, 2016 Filed February 17, 2017 File No. 001-8610 Ladies and Gentlemen: We are in receipt of the letter from the staff (the "staff") of the Securities and Exchange Commission (the "Commission"), dated April 7, 2017 to Mr. John J. Stephens of AT&T Inc. (the "Company" or "we"). For your convenience, we have included the staff's comment herein and included our response accordingly. The Company's response to the staff's comment is set forth below and revised disclosure has been included. The Company will include the additional disclosure in the next filing of the applicable form where disclosure would be appropriate. Exhibit 13 Supplemental Operating Information, page 14 1. As the financial measures included in this presentation combine the results of one reportable segment with portions of another reportable segment, they are not presented in accordance with ASC 280 and as a result these financial measures are non-GAAP measures. Accordingly, please revise your disclosure herein and in your earnings release to comply with Item 10(e) of Regulation S-K. Please provide us with your proposed disclosures. Response: In response to the staff's comment, we will modify future filings, beginning with our Form 10-Q for the quarter ended March 31, 2017, in accordance with Item 10(e) of Regulation S-K, including a reconciliation of the supplemental measures in a "Discussion and Reconciliation of Non-GAAP Measure" section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. We will also modify the disclosures included with Exhibit 99.3 of our Form 8-K reporting on Item 2.02, in accordance with Item 10(e) to the extent applicable thereto, beginning with the quarter ended March 31, 2017. We will reconcile our supplemental measures to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles by combining the results of our Consumer Mobility and Business Solutions segments, and then adjusting to remove non-wireless operations. An example, using our 2016 Form 10-K results, of this disclosure is as follows: Discussion and Reconciliation of Non-GAAP Measure We believe the following measure is relevant and useful information to investors as it is used by management as a method of comparing performance with that of many of our competitors. Supplemental measures should be considered in addition to, but not as a substitute of, our consolidated and segment financial information. Supplemental Operational Measure We provide a supplemental discussion of our domestic wireless operations that is calculated by combining our Consumer Mobility and Business Solutions segments, and then adjusting to remove non-wireless operations. The following table presents a reconciliation of our supplemental AT&T Mobility results. For the year ended December 31, 2016 Consumer Mobility Business Solutions Adjustments1 AT&T Mobility Operating Revenues Wireless service $ 27,536 $ 31,850 $ - $ 59,386 Fixed strategic services - 11,389 (11,389 ) - Legacy voice and data services - 16,364 (16,364 ) - Other service and equipment - 3,615 (3,615 ) - Wireless equipment 5,664 7,770 - 13,434 Total Operating Revenues 33,200 70,988 (31,368 ) 72,820 Operating Expenses Operations and support 19,659 44,330 (20,104 ) 43,885 EBITDA 13,541 26,658 (11,264 ) 28,935 Depreciation and amortization 3,716 9,832 (5,256 ) 8,292 Total Operating Expenses 23,375 54,162 (25,360 ) 52,177 Operating Income 9,825 16,826 (6,008 ) 20,643 Equity in Net Income (Loss) of Affiliates - - - - Operating Contribution $ 9,825 $ 16,826 $ (6,008 ) $ 20,643 1 Non-wireless operations reported in Business Solutions segment For the year ended December 31, 2015 Consumer Mobility Business Solutions Adjustments1 AT&T Mobility Operating Revenues Wireless service $ 29,150 $ 30,687 $ - $ 59,837 Fixed strategic services - 10,461 (10,461 ) - Legacy voice and data services - 18,468 (18,468 ) - Other service and equipment - 3,559 (3,559 ) - Wireless equipment 5,916 7,952 - 13,868 Total Operating Revenues 35,066 71,127 (32,488 ) 73,705 Operating Expenses Operations and support 21,477 44,946 (20,634 ) 45,789 EBITDA 13,589 26,181 (11,854 ) 27,916 Depreciation and amortization 3,851 9,789 (5,527 ) 8,113 Total Operating Expenses 25,328 54,735 (26,161 ) 53,902 Operating Income 9,738 16,392 (6,327 ) 19,803 Equity in Net Income (Loss) of Affiliates - - - - Operating Contribution $ 9,738 $ 16,392 $ (6,327 ) $ 19,803 1 Non-wireless operations reported in Business Solutions segment Please let me know if you have additional comments. Sincerely, /s/ John J. Stephens John J. Stephens Senior Executive Vice President And Chief Financial Officer