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AT&T Inc. (T)

Q3 2016 Earnings Call· Mon, Oct 24, 2016

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Transcript

Operator

Operator

Ladies and gentlemen, thank you for standing by and welcome to the 2016 AT&T's three quarter earnings call. At this time, all participants are in a listen-only mode. Later we will conduct a question-and-answer session, and instructions will be given at that time. I would now like to turn the conference over to our host, Michael Viola, Senior Vice President, Investor Relations. Please go ahead. Michael J. Viola - AT&T, Inc.: Thank you, Roxanne. Good morning, everyone, and welcome. As you know, on Saturday we announced an agreement for AT&T to acquire Time Warner. And the purpose of today's call is to provide additional background and perspective. AT&T also announced its third quarter results on Saturday, and we'll briefly go over those highlights as well. With me on the call today are Randall Stephenson, AT&T's Chairman and CEO; Jeff Bewkes, Chairman and CEO of Time Warner; John Stephens, AT&T's Chief Financial Officer. And also on the call is David McAtee, AT&T's Chief Counsel, who will take part in the Q&A portion of this call. Before we begin, I need to call your attention to the Safe Harbor statement. It says some of our comments today may be forward-looking, and as such they're subject to risks and uncertainties. Results may differ materially, and additional information is available on AT&T and Time Warner's SEC filings and on the Investor Relations page of AT&T and Time Warner's websites. As you know, we are in the quiet period for the FCC spectrum auction, so we cannot address any questions about spectrum today. I also need to – want to direct your attention to page 4, as that has information regarding SEC filings and now I'd like to turn the call over to AT&T Chairman and CEO, Randall Stephenson. Randall L. Stephenson - AT&T, Inc.:…

Jeff L. Bewkes - Time Warner, Inc.

Management

Thanks, Randall. Good morning, everyone. I'm really pleased with this transaction and with Time Warner's future as part of AT&T. Joining forces will accelerate the evolution of both our companies, as we go where consumers are going in the converging worlds of media and communications. And that will drive more growth and more value for shareholders. This combination creates both immediate and long-term value. For Time Warner shareholders, the price represents about a 36% premium to our closing price of $79.24 on October 19, and it also has a very attractive consideration mix of 50% cash and 50% AT&T stock for each Time Warner share. That gives our shareholder base roughly a 15% pro forma ownership in the world's leading integrated media and communications company, with a strong financial profile, as Randall just said, and a combined track record of success and innovation in both companies. We believe the pro forma company is very well positioned to drive attractive growth for years to come. We expect innovation to be an important driver of that growth, since we see AT&T's distribution capabilities as an enormous opportunity for us. As I said, we need to go where the consumers are going, and that's increasingly mobile, increasingly multi-platform, and it's increasingly on-demand through new services via direct consumer relationships over broadband, and this aligns us with all of that. Additionally, there is the huge opportunity Randall mentioned to utilize consumer insights to inform content creation. And that allows us to continue to create not just the biggest hits, but also content and programming that really engages with targeted passionate niche in the audience. We'll be able to do that more efficiently while also innovating very important new subscription and advertising models to increase consumer choice. So we see the opportunity to create tremendous…

Operator

Operator

Thank you. And ladies and gentlemen, we're ready to start our Q&A session. We'll start with the line from Amy Yong, Macquarie Research. Please go ahead. Amy Yong - Macquarie Capital (USA), Inc.: Good morning. I was wondering if you can elaborate on some of the consumer products that you're envisioning on over-the-top. Obviously, you have DIRECTV Now, you have HBO GO. What do you think consumers want going forward? Randall L. Stephenson - AT&T, Inc.: Hi, Amy. This is Randall. I'll tee it up and I may ask Jeff to chime in, if he wants to add anything. So, you hit the big driver that we're envisioning, and that's the DIRECTV Now product that we'll be launching next month. And I'll tell you the more we iterate and work on DIRECTV and launch it in November, the more excited we get about what we will be putting in the marketplace, but I would tell you the more excited we get about what else we'll be able to do on this platform. And there are lot of things we really aspire to do with this platform, as you think about incorporating social into the platform. And as you begin to think about how you share content on this platform, clipping content that you're watching and sharing it with your friends via messaging or being social media. We think that – we don't think – we know our customers are really demanding that. Now, what I would tell you is, trying to develop those type of capabilities with the current content providers is proving difficult. It's arm's length negotiation and people are, obviously, very protective of their content, and so it's just really, really hard to get these type of iterations and innovations on content done. So the thing that Jeff and I get most excited about, when we talk about this transaction is, now, in these over-the-top environments and platforms, we can begin to innovate our content much quicker. We're under the same umbrella, the same ownership structure, and we can get past a lot of these content rights and so forth and move fast. And I will tell you, we are both convinced that as we innovate in this way and as we accelerate the pace of this innovation, it's going to attract others to want to do the same on this platform. So, those are kind of – a snippet of some of the things we're thinking about. Jeff, would you add anything to that?

Jeff L. Bewkes - Time Warner, Inc.

Management

I'd like to add same idea. We've been trying, at Time Warner, to get more Video on Demand on not just our networks, but have it become a universal thing for every American. You go to your set-top, your television and that whole dial of networks, hundreds of channels, they should all be VOD, just like HBO or Netflix is. And we announced that and we made it available to all our distributors for all the Time Warner networks to turn on HBO more than five years ago, no payment extra. The condition was, we'll give you full VOD on your television platforms, on your broadband platforms, provided that it goes to every consumer with no extra charge. Everybody has got to get the same offer and we could just do it for our networks. We announced it first with Comcast years ago. What we saw, to Randall's point, is that the various cable and other kinds of distributors took a long time to create that offering across every other kind of network. And often the reason was they're waiting for various negotiations of this cable company versus that network group, and you just didn't see a universal offering. It's what consumers were demanding. And so, we think with this, with the AT&T and DIRECTV our largest affiliate distributor on television, they're the largest and best at mobile delivery. And so when we want to bring more packages, more choice for consumers at different price points at every kind of level, upper, lower, more channels, fewer channels, more mobility, more innovation of the kinds of programming. And then with the advertising capabilities, we can make the advertising more interesting for your house versus somebody next door, the products you're interested, not the ones you don't need to see. And that…

Operator

Operator

Our next question then comes from the line of John Hodulik, UBS. Please go ahead.

John Christopher Hodulik - UBS Securities LLC

Management

Okay, great. Thanks. Maybe a question for Randall. We've heard the wireless market continues to see increasing competitive pressure. Does this transaction help you in that arena at all? Does it help you differentiate the product or just provide you some sort of business diversification away from the wireless market? Randall L. Stephenson - AT&T, Inc.: It accomplishes both actually. As we iterate quickly on these platforms and think about DIRECTV Now, DIRECTV Now is a mobile-centric product. And if this product is as good as we believe that it is and our customers really begin to enjoy it, there should be advantages of using DIRECTV Now on AT&T's network, and there will be. But at the same token, if we're iterating quickly into DIRECTV Now with the Time Warner content, then we begin to differentiate the DIRECTV Now platform as well. And hopefully, as Jeff articulated and expressed, as we begin to iterate and innovate with the Time Warner content, I am actually convinced that if we're successive with this, it will incentivize other content creators to do the same and want to innovate on top of this platform as well. So, I think it gives us great diversification. 15% of our revenues after this deal is closed will be Time Warner, and which is media and entertainment. So the diversification is great. But I think it also gives us an opportunity to differentiate our platform. John J. Stephens - AT&T, Inc.: John, if I could add just one thing. I mean, it is a competitive environment in the mobile arena. But look at the results, record 50% wireless service margins, churn our second best third quarter ever, and even lower when you take into account the 2G migration. Look at the postpaid phone churn and you see that it's down at 0.9%. So, it is a competitive environment and there are a lot of promotional activities going on. But our mobility engine, our mobility team is performing quite well. And the capabilities that we get through this transaction only ensure that that part of our business can continue to operate very effectively, efficiently, and profitably.

John Christopher Hodulik - UBS Securities LLC

Management

Thanks, guys. Randall L. Stephenson - AT&T, Inc.: Thanks, John.

Operator

Operator

Our next question comes from the line of Amir Rozwadowski, Barclays Capital. Please go head.

Amir Rozwadowski - Barclays Capital, Inc.

Management

Thank you very much for taking the questions. While some of the major trends that the combination seems to address are not lost on many, I wonder if we could dig in a bit more. Randall. to your comments on why now is the right time. Clearly, you have a lot on your plate at the moment. The integration with DIRECTV seems to just be getting started. You're on the verge of some new business models that you have mentioned on the OTT side. And arguably the revenue synergies have just begun with respect to DIRECTV. Does this signal confidence in your ability to execute on the integrated service provider model that is in place now or is this sort of timing with respect to availability of making this move with respect to the availability of the asset? Thanks. Randall L. Stephenson - AT&T, Inc.: Hi, Amir. Good questions. In terms of where we stand on the DIRECTV integration, Amir, as you recall, the biggest benefit financially from the integration were the cost synergies. And we set an objective of getting $2.5 billion per year of cost out of the business, $1.5 billion of that being this year. We're way ahead of schedule on achieving those costs synergies. And as you think about this transaction that we've put together here, closing end of 2017 timeframe, we're going to be way down the path of the integration activities and achieving those cost synergies and so forth. The other element that was really critical in terms of achieving synergies from this was getting all of those content rights to distribute over our mobile platform. And so the DIRECTV Now, that required a lot of heavy lifting to go around all the content creators and get these new rights to distribute this content…

Amir Rozwadowski - Barclays Capital, Inc.

Management

And if I may, one quick follow-up. What gives you comfort on the regulatory approval process? Randall L. Stephenson - AT&T, Inc.: So I'll lead in on this. I have David McAtee, who is our General Counsel at AT&T. And so I'm not a lawyer, but once Time Warner closes, I'll play one on TV, okay? But I'll give you my layman's assessment of why I got comfortable with this, and then I'll let David clean up after me. But when we looked at this, it's very clear that this qualifies, in every definition of the word, as a vertical merger. It's a vertical integration. And most of the deals, in fact all of the deals that have gotten in trouble lately over the last few years have been horizontal mergers, where a competitor has been taken out of the marketplace or the regulators were concerned that a competitor would be removed from the marketplace. This is vertical. Jeff's company is a supplier to AT&T and it is a pure technical vertical integration. Vertical integrations, where regulators have concerns with those, are remedied or addressed – those concerns are addressed through conditions. And so we anticipate that the regulators may have some issues that they want to deal with on this. There may be conditions, but we're convinced that these type of issues can be handled with conditions, and it's rare. In fact, I'm not sure we know of a situation where vertical integration has been blocked by the government in our two sectors. David, would you have anything to add to that? David R. McAtee II - AT&T, Inc.: Randall, that's right. What you've heard here today, Amir, is that in the mobile age, the legacy separation between content and distribution is really getting in the way of what consumers want. And it's only benefiting those entrenched incumbents who have little interest to change. And so as a result, we are looking forward to the regulatory process, which is going to be guided by facts and guided by the law. And Randall is right. When you look at the modern history of media and the Internet, the U.S. government has always approved vertical mergers like this, and they do so for good reason. They put downward pressure on consumer prices. They increase competition and consumer choice. And in our case, they spur the sort of innovation and investment that Randall and Jeff have talked about. So we enter this process confident. We don't prejudge the outcome. We stand ready to talk to the regulators and to address any concerns they have.

Jeff L. Bewkes - Time Warner, Inc.

Management

This is Jeff. The only addition I'd add is it will increase competition in advertising as well.

Amir Rozwadowski - Barclays Capital, Inc.

Management

Great, thanks so much for taking the questions. Randall L. Stephenson - AT&T, Inc.: Thank you, Amir.

Operator

Operator

Our next question comes from the line of Simon Flannery, Morgan Stanley. Please go ahead. Simon Flannery - Morgan Stanley & Co. LLC: Great, thank you very much. I am joined by Ben Swinburne here, who also has a question. Randall, you moved into content with Otter Media and the partnership approach, and you've been pursuing that road, and there are obviously some benefits to that approach. What was it that made you feel comfortable that you could move from a partnership so quickly to full control of a content company of the size of Time Warner? And then, Ben? Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC: Jeff, good morning. I just was curious. If you look at over the course of your leadership time at Time Warner, you had a lot of success creating value spinning off and distributing assets, most notably Time Warner Cable in 2009. At that point, it seemed that the company had a strong view that content and distribution together was not synergistic. So I'm curious over the last seven years, what's changed in your mind to suggest now that combination is in fact attractive for your shareholders?

Jeff L. Bewkes - Time Warner, Inc.

Management

Randall, do you want me to go first? Randall L. Stephenson - AT&T, Inc.: Jeff, you start off.

Jeff L. Bewkes - Time Warner, Inc.

Management

So two things. One is that the Time Warner Cable company and footprint was small. It was a regional cable company with the limitations that cable had at that time, about 12% of the country. And we weren't – that's the first part. And it needed to get consolidated to get more efficiency in the scale of what it did. And we didn't think that would be as well accomplished for a number of reasons, financial structure, regulatory approval, as part of a media company that we had at that time. The second thing, which I think is more important, is the world is much different now. You now have net neutrality in place. You've got broadband distribution. You have mobile as an ever-bigger part of the distribution package, and you have a lot of incoming new distributor or competition coming from Facebook, Netflix, Google, Amazon. And so as the distribution world changes, having distribution capabilities to innovate on mobile sets, across broadband, and with the ability to speak directly to consumers, offer customized subscription packages and more effective targeted advertising, it's both more competition on both sides, and it allows us to have our networks be more attractively offered to consumers. And what I mean by that is VOD with better interfaces. And I think that the distribution industry – not AT&T and not Comcast, so far they've been good at this. But a lot of the distribution companies, particularly the cable companies have been slow to provide these innovations for consumers, and we think this will help spur that across the industry. Randall L. Stephenson - AT&T, Inc.: Furthering on Jeff's point and addressing, Simon, your question, the reason we believe that owning the content is so critical. When you're talking about doing really tight integration, ownership is…

Operator

Operator

Our next question then comes from the line of Phil Cusick, JPMorgan. Please go ahead.

Philip A. Cusick - JPMorgan Securities LLC

Management

Hey, guys. Thanks. Randall, can you update us on the pace of improvement and the competitive environment in Mexico? And can you talk about what the Time Warner deal does – what Time Warner does in Mexico and the rest of Latin America and how AT&T can push that harder? Thanks. Randall L. Stephenson - AT&T, Inc.: You bet. Mexico is going great. I think something that's been lost in the Mexico story is, Mexico City is like the largest – one of the largest cities in the world. It's a sprawling major metropolis. And we have stood up in the course of one year a full scale LTE network that is performing beautifully. And the business in terms of subscription growth continues to grow. Our distribution is growing beautifully. We're adding distribution at a very, very impressive pace, and that is individual who is leading that operation is just doing a terrific job. And I will tell you, we just continue to gain more and more conviction around Mexico. And we have a long way to keep growing in this business and we're looking forward to now, as we scale our mobile subscriber base, as we scale the LTE platform and get really robust capacity and coverage, then you can begin to think about the things we're talking about here, distributing content to our customers in Mexico. And Jeff has probably one of the best lineups of content in Latin America that I've got to tell you, we're really enthusiastic about not just for Mexico delivering over our mobile platform, but throughout Latin America, where we have coverage in just about every – I think all but two countries in Latin America with our satellite product. And so Jeff, if you would, I'd let you talk a little bit about the capabilities you have in Latin America.

Jeff L. Bewkes - Time Warner, Inc.

Management

Thanks, Randall. Our biggest overseas network business and sales business in Latin America, from Mexico all the way to Argentina, that's where we have – we're the number one non-local channel provider across all of Latin America. We've got it on satellite with you at DIRECTV. We've got it in pretty much most of the cable and telcos. There is not yet as much broadband or mobile as there will be, but there is a real growth in that market. We also have a – we don't just have the U.S.-based networks like Cartoon, CNN, TBS, TNT, HBO that you all know. We also have a number of Latin American-based channels that strengthens our offering. So I think the match between the two of us in being able to help upgrade distribution and lead a real continuing buoyancy, just a secular take-up in Latin American countries of television services. It's a bit like where the U.S. was 20 years ago. Now, it varies from country-to-country, but potentially all that growth of the golden era of more channels and more TV is coming now across Latin America.

Philip A. Cusick - JPMorgan Securities LLC

Management

Thanks, Jeff. Randall L. Stephenson - AT&T, Inc.: Thank you, Phil.

Operator

Operator

And our next question is from the line of David Barden, Bank of America Merrill Lynch. Please go ahead.

David William Barden - Bank of America Merrill Lynch

Management

Hey, guys. Thanks for taking the questions. Two if I could. I understand from press reports, Jeff, that you plan on leaving the Time Warner organization. Randall, could you talk a little bit about how the leadership will work for the new company in this kind of bolt-on structure? And then second, John, on the financing side, could you talk a little bit about the comfort level the rating agencies have with your proposed leverage and some of the funding rate assumptions that you've made in your accretion analysis? Thanks.

Jeff L. Bewkes - Time Warner, Inc.

Management

Randall, do you want me to start? Randall L. Stephenson - AT&T, Inc.: I want you to start. What are your plans, Jeff?

Jeff L. Bewkes - Time Warner, Inc.

Management

This is Jeff. I don't know where you saw that. That's not right. I'll be staying after we close the deal. And we do have pretty deep bench of management at the Time Warner Company. Everybody is going to be staying and quite invigorated, both the business execs, the creative and journalism executives, and I too will be staying. So as any normal evolution over the years after that – years we're talking about – our next generation will be ready. And you've got some terrific execs at AT&T and in DIRECTV that can be part of this next wave of management. But that's the next generation and when it's ready, we'll hand over to them. Randall L. Stephenson - AT&T, Inc.: And as Jeff and I were constructing this deal, there was not a single conversation we had, where I didn't talk to Jeff about talent. And keeping the talent in place was a critical piece of putting this deal together. And Jeff has an employment structure that is really comforting to me in terms of how he has his people compensated and so forth. David – and I know this will probably come as somewhat of a surprise to you, but I've never run a movie studio before. And so keeping the talents and retaining the talent is really, really important to us. And I would tell you I feel like we have some good plans in place to ensure that we can keep the talent in place. The way we will organize the business, David, is Time Warner will be a wholly-owned subsidiary of AT&T, and it will stand on its own and will continue to operate at very similar to how it's operated today. We'll have to figure out the management art of how we affect…

David William Barden - Bank of America Merrill Lynch

Management

Thanks, guys. Randall L. Stephenson - AT&T, Inc.: Thank you, David.

Operator

Operator

Our next question is from the line of Tim Horan, Oppenheimer & Company. Please go ahead. Timothy Horan - Oppenheimer & Co., Inc. (Broker): Thanks a lot. John, just two questions following-up on that. So in today's current rate environment, if you use more short-term debt, what type of rates do you think you can get? And secondly, just on the – can you give us maybe some color on the cash tax rate going forward? And just a quick follow-up for Randall. Thank, John. John J. Stephens - AT&T, Inc.: Yeah, a couple of things. One, if you look at our overall average debt cost today, it's about 2.5% after tax. So pretty low, and that's with the longer term life, that's with the kind of 14-year average life. I think, Tim, you can see, it can certainly come below a 4.5% or 5% rate. You can certainly get down to the 3% on some of the short-term – shorter term debt and even lower, depending if you – how you want to go to floating. We're going to work out the syndication of the bridge loan in the coming days and weeks, and we'll finalize that, but I want to make sure we are viewing this as a longer-term step. So we're not looking and the deal is not based on getting short-term rates for the next few years, but there is opportunity there compared to our assumption. Timothy Horan - Oppenheimer & Co., Inc. (Broker): And the cash tax rate, John? John J. Stephens - AT&T, Inc.: Yeah. I think on the cash tax rate, if you see the – the cash tax rate is going to stay very low through the bonus depreciation years. And if you look at Time Warner, their cash tax rate –…

Operator

Operator

Our next question comes from the line of Frank Louthan, Raymond James. Please go ahead. Frank Garreth Louthan - Raymond James & Associates, Inc.: I guess just a follow-up with that, if the FCC does decide to look at things like rate regulation for broadband, how does that impact your view on the deal and the optionality that it gives you? Randall L. Stephenson - AT&T, Inc.: Frank, the FCC has already started rate regulation reviews on broadband business, broadband services. And so look, that was always we felt the risk of Title II being implemented on top of this industry. I don't think it has any bearing, as you think about this deal. I mean, just rate regulation in general is just always the – I think is one of the great contributors to uncertainty in an industry like this when it's so capital intensive. So we're hopeful. The Chairman of the FCC as well as the President, when Title II was discussed, both said that they had no intention to regulate prices of broadband. And so hopefully that will be the case as we move forward with this transaction. Frank Garreth Louthan - Raymond James & Associates, Inc.: All right, I guess a follow-up. Looking at the opportunities you have here, how does this impact your network plans with 5G and so forth? Are there additional opportunities here that could accelerate some of those plans after you close the deal? Randall L. Stephenson - AT&T, Inc.: I would say you should anticipate – expect that to the extent that we can get the standards bodies moving and that we can get the vendor community moving that we would probably have a desire to move faster on 5G, certainly not slower. Our expectation is, as we begin to innovate…

Operator

Operator

Our next question comes from the line of Matthew Niknam, Deutsche Bank. Please go ahead.

Matthew Niknam - Deutsche Bank Securities, Inc.

Management

Hi, guys. Thanks for taking the questions. Just first on your core distribution business, with the decision to move into content on a larger scale, has anything changed with how you view the economics of your distribution business? And then secondly for John on synergies, maybe if you can, give us some more color on the timing of the synergy ramp post deal close. Thanks. John J. Stephens - AT&T, Inc.: So why don't I start off with the synergies? First I want to focus that these synergies are supply chain. They are vendor costs. They're corporate focused. We continue to expect the business units, specifically the three business units that we operate, and then really these are not personnel focused. I just want to make sure that's clear. When you think about our synergies, on a combined basis we'll be a company that spends close to $6 billion a year on advertising. And as we've proven, as our leadership and our corporate communications group has proven over the last year, we can mine savings out of combining two companies' advertising, corporate communications, because they've been very successful with that. We learned that from DTV. If you look, quite frankly, at our telecom spend or Time Warner's telecom spend, they're not an AT&T shop extensively today. We've got a real opportunity to provide really highest quality services, and really from an investment base that we already have. That goes for both wireless and wireline. So that's a very direct one. If you think about the platforms, we've been moving very quickly and very effectively at building a platform for DTV Now to distribute video over all kinds of screens. With that, we now have that ability to share that platform and that distribution device with HBO, with the Turner Networks, with the Warner Studios. We have a real opportunity to do that, and that's going to provide efficiency savings; and then frankly get into the things like what I call shared services, but efficiencies of payroll, efficiencies of accounts payable, efficiencies of cash management, all those kinds of things. So we've done very detailed analysis of these cost-focused synergies. That's what gets us to the viewpoint that at the end of year three, we'll be on a run rate for $1 billion of cost savings and cash flow generation, and we feel very good about that. And once again, it's really focused on really the supply chain, and then of course the corporate structure, but we feel very good about achieving that.

Matthew Niknam - Deutsche Bank Securities, Inc.

Management

Got it. And on just the core distribution business and whether anything changed that spurred the push more aggressively into content? Randall L. Stephenson - AT&T, Inc.: No, the only thing that changed was our conviction about the opportunity to bring into DIRECTV and the DIRECTV Now development our conviction that unique content could really, really provide a meaningful benefit to our customers and the ability to iterate and innovate on that on top of the OTT model. We're just regaining a lot of conviction that this is going to be a really significant opportunity for our customers. There is a huge customer base out there that we are convinced, while they don't subscribe to a bundle of premium content today at the right price point, over-the-top they will. And if you can bring a compelling price point and a compelling content package and some innovation with it, we are absolutely convinced that this is going to be very, very attractive for large group of customers who really aren't even in the market today.

Matthew Niknam - Deutsche Bank Securities, Inc.

Management

Got it, thank you.

Jeff L. Bewkes - Time Warner, Inc.

Management

Thanks, Matt. Randall L. Stephenson - AT&T, Inc.: Roxanne, we'll take one more question, okay?

Operator

Operator

And that last question comes from the line of Mike McCormack, Jefferies. Please go ahead.

Mike L. McCormack - Jefferies LLC

Management

Hey, guys. Thanks. David, maybe just a quick comment on the regulatory process. Could this be a DOJ-only process? And if so, how do you think they would look at it in the context of the Comcast-NBC deal? I guess one for Randall on just your view on the U.S. wireless market generally. Obviously, we're seeing a lot of diversification on AT&T's part. What do you think is the longer-term prognosis is in U.S. wireless given the competitive landscape? And I'll sneak one more in if I can on John Stephens just with respect to the handset adds. If it weren't for 2G losses this quarter, postpaid handsets would have been positive, I believe. As you step into 4Q, you'll see some more pressure. But looking into 2017, is there a return to handset growth at some point? David R. McAtee II - AT&T, Inc.: Okay, Mike. David here. I'll start. You basically asked how will the regulators look at this deal. I think it's a wise question. Let me focus on what I think is the most critical issue. The regulators will focus on what the market structure looks like today and then what the market structure looks like post-transaction. This is a very important point. Point number one is the structure of this industry will not change. There's no loss of competition. There's no loss of competitors. From a horizontal standpoint, the structure remains very much similar as it was today. And that's exactly what Randall and Jeff have been talking about in terms of the verticalness of this transaction. Point number two, the distribution model doesn't change. Time Warner has built an incredibly successful business distributing its content as widely as possible, and that won't change either. So that leads to the question of what will change,…

Mike L. McCormack - Jefferies LLC

Management

Thanks, Randall. John J. Stephens - AT&T, Inc.: Hey, Mike, with regard to your last question, let me make one point first. On our branded phones, we had net adds this quarter. I want to make sure everybody knows that. Secondly, the 2G migration and the decision to shut down that network on or about January 1 is impacting that and we had pressure in the quarter, particularly to our postpaid phone base because of that and that will alleviate next year, that's correct. Third, we're seeing tremendous development for us in the prepaid space with the Cricket brand and adding significant customers there, a space that's still relatively new to us. We've been in it about two new years now in a significant way. It's what's helping drive margins. I'd say that has really improved the revenue growth, the profitability, and the customer accounts. And as we've talked about many times before, the cost of adding a prepaid subscriber is very, very low; no billing, no credit checks, no subsidies, and the ARPUs that we're getting out of it is very good. So all that's happening and that's what's adding to these great margins, that's what's building these great margins. The one thing I would point to you though, that we're more excited about than just pure count is the fact that we added 700,000 smartphones during the quarter. So the devices that – so that while our – while our total net adds, our branded phone adds were certainly less than that 700,000, we are trading up to much higher quality customer, who has much more functionality with his phone, particularly in light of this transaction, much higher quality, capability to watch video and utilize the content that Time Warner brings, we feel very good in that position.…

Operator

Operator

Ladies and gentlemen, that concludes our conference for today. Thank you for your participation and for using AT&T Executive TeleConference Service. You may now disconnect.