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: January 6, 2003
AT&T CORP.
(Exact Name of Registrant as Specified in Charter)
New York
(State or Other Jurisdiction of Incorporation)
1-1105 13-4924710
(Commission File Number) (IRS Employer Identification No.)
One AT&T Way 07921
Bedminster, New Jersey
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (800) 257-7865
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
A New York Commission File I.R.S. Employer
Corporation No. 1-1105 No.13-4924710
Form 8-K AT&T Corp.
January 6, 2003
ITEM 5. OTHER EVENTS.
On November 18, 2002, AT&T Corp. (AT&T) spun-off AT&T Broadband and
simultaneously AT&T Broadband and Comcast Corporation merged into subsidiaries
of a new company. As a result of the spin-off, AT&T will account for AT&T
Broadband as a discontinued operation. In addition, on November 18, 2002, AT&T
completed a one-for-five reverse stock split. AT&T is making available certain
financial data of AT&T to reflect these transactions (included as Exhibit 99 to
this Form 8-K).
In addition, on January 6, 2003, AT&T issued a press release announcing certain
restructuring and asset impairment charges.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
Exhibit 99.1 - AT&T Corp. certain financial data for each quarter in
the nine months ended September 30, 2002, and the year ended December 31, 2001.
Exhibit 99.2 - AT&T Corp. Press Release dated January 6, 2003.
Form 8-K AT&T Corp.
January 6, 2003
SIGNATURES
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 thereunto duly authorized.
AT&T CORP.
/s/ N. S. Cyprus
----------------------------------
By: N. S. Cyprus
Vice President and Controller
January 6, 2003
EXHIBIT 99.1
AT&T CORP. AND SUBSIDIARIES
SUMMARY OF SELECTED FINANCIAL DATA (UNAUDITED)
Dollars in millions (except per share amounts)
2002 2001 Full Year
------------------------------------------------------------------------------------------------------------------------------------
Quarter First Second Third First Second Third Fourth 2001
------------------------------------------------------------------------------------------------------------------------------------
Revenue $ 9,548 $ 9,580 $ 9,409 $ 10,890 $ 10,602 $ 10,537 $ 10,168 $ 42,197
Operating income 1,634 1,592 1,415 2,451 2,265 2,313 803 7,832
INCOME FROM CONTINUING OPERATIONS
AT&T Common Stock Group:
Income (loss) from continuing
operations available to common
shareowners (a) $ 446 $ 603 $ 525 $ 1,072 $ 376 $ (1,893) $ (216) $ (661)
Earnings (loss) per share - basic 0.63 0.83 0.68 1.41 0.51 (2.68) (0.31) (0.91)
Earnings (loss) per share - diluted 0.60 0.80 0.67 1.32 0.48 (2.68) (0.31) (0.91)
(a) Income available to common shareowners is reduced by dividend requirements
of preferred stock of $181, $236, $235 and $652 for the first, second and third
quarters of 2001 and the full year 2001, respectively. In addition, income is
reduced by $80 for premium on exchange of AT&T Wireless tracking stock in the
second quarter of 2001 and full year 2001.
EXHIBIT 99.2
[AT&T LOGO OMITTED]
News Release
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AT&T To Take Restructuring and Asset Impairment Charges
FOR RELEASE MONDAY, JANUARY 6, 2003
BEDMINSTER, N.J. -- AT&T today said it will report a pre-tax restructuring
charge of approximately $240 million in the company's fourth quarter 2002
results. The charge is primarily associated with approximately 3,500 planned
employee separations. Affected employees, slightly more than half of whom are in
management, were notified last year that their organizations will be reduced in
size; most will leave the payroll in the first half of 2003. The company said it
expects the restructuring charge to have an earnings-per-share impact of
approximately $0.20 in the fourth quarter of 2002.
AT&T said the employee separations are largely the result of improved processes
and automation in provisioning and maintenance of services for business
customers.
Also announced separately today, AT&T and Covad extended their agreement so that
AT&T can offer high-speed Internet access to more of its 50 million consumer
customers. Because AT&T will primarily offer services using Covad's network,
AT&T will incur an asset-impairment charge of approximately $200 million, or
about $0.15 per share, related to the value of AT&T's DSL network assets.
As previously indicated, AT&T will take an asset-impairment charge of
approximately $1.1 billion in the fourth quarter associated with its past
investment in AT&T Latin America. This charge is expected to have an
earnings-per-share impact of approximately $1.40 in the fourth quarter of 2002.
# # #
The foregoing are "forward-looking statements" which are based on management's
beliefs as well as on a number of assumptions concerning future events made by
and information currently available to management. Readers are cautioned not to
put undue reliance on such forward-looking statements, which are not a guarantee
of performance and are subject to a number of uncertainties and other factors,
many of which are outside AT&T's control, that could cause actual results to
differ materially from such statements. For a more detailed description of the
factors that could cause such a difference, please see AT&T's filings with the
Securities and Exchange Commission. AT&T disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. This information is presented solely to
provide additional information to further understand the results of AT&T.