Fitch Affirms AT&T's IDR at 'A'; Revises Outlook to Negative

  Fitch Affirms AT&T's IDR at 'A'; Revises Outlook to Negative

Business Wire

CHICAGO -- November 14, 2012

Fitch Ratings has affirmed the 'A' Issuer Default Ratings (IDRs) and debt
security ratings of AT&T Inc. (AT&T) (NYSE: T) and its subsidiaries. The
company's short-term IDR and commercial paper ratings have been affirmed at
'F1'. The Rating Outlook, which Fitch only applies to long-term debt
securities, has been revised to Negative from Stable. A full rating list is
shown below.

The current 'A' rating is supported by AT&T's financial flexibility, the
company's diversified revenue mix, its significant size and economies of scale
as the largest telecommunications operator in the U.S., and Fitch's
expectation that AT&T will benefit from continued growth in wireless operating
cash flows.

The Negative Outlook reflects Fitch's expectation that AT&T's net leverage is
likely to move up to a recently disclosed 1.8x upper boundary for leverage,
which represents a notable increase from the 1.47x at the end of the third
quarter of 2012 on a last 12 month basis. The increased leverage is expected
to arise from the combined effects of a moderate increase in wireless and
wireline capital spending and the continuation of its share repurchase program
as announced in early November 2012. Prospective leverage expectations are
subject to uncertainty caused by the rate of stock repurchases, actual capital
expenditure levels, possible acquisitions (such as longer-term spectrum needs)
and asset divestitures (of which there are none in Fitch's expectations).

Fitch believes increased capital spending will strengthen the company's
competitive position and is a positive rating factor. Over the next three
years, capital spending will increase about 10-12% over prior baseline levels
to $22 billion annually and then revert to mid-teen historical levels. The
investment program will expand the population covered by AT&T's 4G LTE network
by approximately 20% to 300 million, and enable the company to provide higher
broadband speeds over its wireline network in more rural areas. By comparison,
the company's original capital spending guidance for 2012 was about $20
billion although the company reduced guidance to the low end of a $19 billion
to $20 billion range in October 2012.

Over the 2013-2015 period, the company will spend approximately $8 billion to
increase its 4G LTE network coverage from 250 million to 300 million pops
(persons of population). This coverage is expected to be completed by the end
of 2014. In addition to increasing 4G LTE coverage, AT&T will be increasing
capacity through the addition of 10,000 new macro cell sites, 1,000
distributed antenna systems and 40,000 small cells. Up to nearly 30MHz of new
spectrum in the wireless communications spectrum (WCS) band will be deployed
nationwide, with service to be commercial in 2015. Approximately $6 billion
will be spent to upgrade the broadband speeds available to 75% of the customer
locations in the company's wireline footprint. In the remaining 25% of the
customer locations where it will not be economic to upgrade the wireline
network to faster broadband speeds, the company will offer a 4G LTE solution.
These customer locations are scattered across 65% of the company's geography.

In early 2012, AT&T started repurchasing common stock under a December 2010
authorization. The company did not repurchase stock under the authorization
while the T-Mobile USA transaction was under consideration in 2011. Through
the first nine months of 2012, AT&T's strong free cash flow and operating
results have enabled the company to maintain its net leverage metric around
1.5x even while repurchasing nearly $9 billion of common stock. Fitch expects
free cash flow to decline from the $8 billion to $9 billion expected in 2012
to $4 billion annually, on average, over the next three years.

For 2012, Fitch expects AT&T's leverage to be flat with 2011, when gross
leverage was 1.56x as adjusted for non-recurring items and the actuarial
losses on its benefit plans. After 2012, AT&T's continuation of stock
repurchases, necessitating some borrowing as repurchases will be above free
cash flow levels, will push leverage up over time, with net leverage expected
to peak near a 1.8x upper boundary in 2014. Thereafter, leverage is expected
to decline over time.

In Fitch's view, liquidity is strong and provided by the company's FCF;
additional financial flexibility is provided by availability on the company's
revolving credit facilities. At Sept. 30, 2012, total debt outstanding was
approximately $63.7 billion, a moderate decline from the $64.8 billion
outstanding at the end of 2011. Of the total, $3.4 billion consists of debt
due within one year, including debt that can be put to the company. At Sept.
30, 2012, cash amounted to $2.2 billion, and for the last 12 months ending
Sept. 30, 2012, AT&T produced $7 billion in FCF (net cash provided by
operating activities less capital expenditures and dividends).

At end of the third quarter of 2012, the company did not have any drawings on
its $5 billion revolving credit facility due 2015, nor on its $3 billion,
364-day facility due December 2012. The principal financial covenant for the
2015 facility requires debt to EBITDA, as defined in the agreement, to be no
more than 3x. The identical financial covenant is only applicable in the
364-day facility if advances are converted into a term loan.

Relative to the company's expected free cash flows, upcoming debt maturities
are manageable. There are no material debt maturities remaining in 2012. In
2013, debt maturities approximate $3.4 billion, including approximately $1.6
billion in debt that may be put to the company. Maturities amount to $3.8
billion in 2014.

What Could Trigger A Rating Action

The Outlook could be revised to Stable if:

--The company begins to manage net leverage down from Fitch's expected peak
just under 1.8x in 2014;

--Fitch believes leverage will not reach peak levels as a result of the
outcome of the following factors, including, but not limited to, stronger
operating results, lower capital spending, and the effect of any acquisitions
or divestitures that may occur.

A negative rating action could occur if:

--Net leverage remains above (or is expected to remain above) the 1.8x level
for several quarters, including expected leverage resulting from a material
transaction;

--Fitch believes management has weakened its commitment to returning, or
operating longer-term with, leverage at a level more reflective of the rating.

Fitch has affirmed the following ratings and revised the Rating Outlook to
Negative from Stable for the long term ratings:

AT&T, Inc.

--Long-term IDR at 'A';

--Senior unsecured debt at 'A';

--$5 billion revolving credit facility due December 2015 at 'A';

--$3 billion 364-day facility due December 2012 at 'A';

--Short-term IDR at 'F1';

--Commercial paper at 'F1'.

AT&T Corp.

--Long-term IDR at 'A';

--Senior unsecured at 'A'.

BellSouth Corp.

--Long-term IDR at 'A';

--Senior unsecured at 'A'.

BellSouth Capital Funding Corp.

--Senior unsecured at 'A'.

BellSouth Telecommunications, Inc.

--IDR at 'A';

--Senior unsecured at 'A'.

AT&T Mobility LLC (formerly Cingular Wireless, LLC)

--Long-term IDR at 'A';

--Senior unsecured at 'A'.

New Cingular Wireless Services, LLC (formerly AT&T Wireless Services, Inc.)

--Long-term IDR at 'A';

--Senior unsecured at 'A'.

Ameritech Capital Funding

--Long-term IDR at 'A';

--Senior unsecured at 'A'.

Indiana Bell Telephone Company

--Long-term IDR at 'A';

--Senior unsecured at 'A'.

Michigan Bell Telephone Company

--Long-term IDR at 'A';

--Senior unsecured at 'A'.

Pacific Bell Telephone Company

--Long-term IDR at 'A';

--Senior unsecured at 'A'.

Wisconsin Bell Telephone Company

--Long-term IDR at 'A';

--Senior unsecured at 'A'.

Southwestern Bell Telephone Company

--Long-term IDR at 'A';

--Senior unsecured at 'A'.

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 8, 2012);

--'Rating Telecom Companies - Sector Credit Factors' (Aug. 9, 2012).

Applicable Criteria and Related Research:

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Rating Telecom Companies

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=682323

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Contact:

Fitch Ratings
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John C. Culver, CFA, +1-312-368-3216
Senior Director
Fitch, Inc.
70 W. Madison Street
Chicago, IL 60602
or
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Senior Director
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