A pedestrian walks in front of an AT&T location in New York.
Scott Mlyn | CNBC
The Securities and Exchange Commission accused AT&T and three of its executives of selectively giving some Wall Street analysts access to nonpublic information without sharing it widely.
The SEC alleged in a new complaint Friday that in March 2016, AT&T learned that its revenue would fall short of analyst estimates due to a larger than expected dip in first quarter smartphone sales. To avoid appearing to fall well below expectations, the SEC alleged, AT&T Investor Relations executives Christopher Womack, Michael Black and Kent Evans called analysts at about 20 firms disclosing the internal sales data and how it would impact revenue.
AT&T shares were slightly negative in after hours trading Friday.
The SEC claimed that internal documents made clear that data was generally considered material to investors and could not be selectively disclosed under the Fair Disclosure Regulation (Regulation FD). That regulation says that material information must be shared publicly when shared with certain market professionals and analysts to promote a level playing field.
As a result of those calls, the SEC claimed, analysts lowered their revenue estimates. That meant that the consensus estimate ended up just below the number AT&T eventually reported for the quarter, according to the complaint.
AT&T was set to fall more than $1 billion below the consensus revenue estimate for the quarter prior to the executives’ calls, according to the complaint. The complaint alleges that AT&T’s CFO instructed the company’s investor relations department to “work” analysts who had equipment estimates that were “too high.”
The SEC claimed that Black misrepresented the information on the private calls with analysts as publicly available. The complaint alleges, “Black knew or recklessly disregarded that he was misrepresenting the information he was conveying to analysts because he tracked AT&T’s calculation of consensus estimates—none of which matched the information he provided on the calls with analysts.”
In a lengthy statement following the complaint, AT&T said the suit “represents a significant departure from the SEC’s own long-standing Regulation FD enforcement policy and is inconsistent with the testimony of all who participated in these conversations.”
The company went on to say that information discussed in the calls with analysts “concerned the widely reported, industry-wide phase-out of subsidy programs for new smartphone purchases and the impact of this trend on smartphone upgrade rates and equipment revenue. Not surprisingly, without device subsidies, customers upgraded their smartphones less frequently, leading to a reduction in equipment revenue.”
AT&T also said it had already publicly stated that declining phone sales did not have a material impact on earnings.
“The SEC’s pursuit of this matter will not protect investors and instead will only serve to chill productive communications between companies and analysts, something the SEC was worried about when it adopted Regulation FD some 20 years ago,” AT&T said in the statement. “Unfortunately, this case will only create a climate of uncertainty among public companies and the analysts who cover them.”
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