-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gs4xwOgU7q1VE2pIMgs/Rky1GV1syB++BTSZXVZf9NPqkY7DbxliDPEVkaxD4qel 7dCD+rX+uzQSYklwBQdMuQ== 0000005907-03-000258.txt : 20031211 0000005907-03-000258.hdr.sgml : 20031211 20031211132043 ACCESSION NUMBER: 0000005907-03-000258 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031211 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01105 FILM NUMBER: 031049131 BUSINESS ADDRESS: STREET 1: ONE AT&T WAY CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082212000 MAIL ADDRESS: STREET 1: ONE AT&T WAY CITY: BEDMINSTER STATE: NJ ZIP: 07921 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 8-K 1 eightk121103.txt FORM 8-K DATED 12/11/2003 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: December 11, 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 Bedminster, New Jersey 07921 (Address of Principal Executive (Zip Code) Offices) Registrant's telephone number, including area code: (908) 221-2000 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 ITEM 5. Other Events Attached as Exhibit 99.1 and incorporated herein by reference is a copy of our press release dated December 11, 2003 relating to voice over Internet protocol services. Attached as Exhibit 99.2 and incorporated herein by reference is a copy of our press release dated December 11, 2003 describing the speech of our Chairman and Chief Executive Officer, David W. Dorman, at the Credit Suisse First Boston Media and Telecom Week Conference in New York City on December 11, 2003. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit 99.1 - Press release dated December 11, 2003 Exhibit 99.2 - Press release dated December 11, 2003. ITEM 12. Results of Operations and Financial Disclosure What are we disclosing? On December 11, 2003, David W. Dorman, our Chairman and Chief Executive Officer, publicly disclosed in a speech at the Credit Suisse First Boston Media and Telecom Week Conference in New York City that as of September 30, 2003, our Net Debt to EBITDA ratio was 1.1. Net debt is defined as total debt, less cash, restricted cash and net foreign debt fluctuations: (dollars in millions) Total debt $17,405 Cash 6,751 Restricted cash 464 Net foreign debt fluctuations 899 --------- AT&T Net Debt $ 9,291 --------- Reconciliation of EBITDA to net income for the 12 months ended September 30, 2003: (dollars in millions) AT&T EBITDA $8,637 Depreciation and amortization (4,864) AT&T Latin America impairment charge (1,029) --------- Subtotal Operating Income 2,744 Other income (expense), net 297 Interest (expense) (1,278) (Provision) for taxes (902) Minority interest income 34 Net earnings (losses) related to equity investments 17 --------- Net income from continuing operations 912 Net (loss) from discontinued operations (210) Gain on disposition of discontinued operations 1,324 Cumulative effect of accounting change 15 --------- AT&T Net income $2,041 --------- Our senior management believes that our Net Debt to EBITDA ratio is relevant in assessing our financial performance. Mr. Dorman also disclosed in his speech that our year to date debt reduction was more than $8.0 billion through November 30, 2003, which yields approximately $0.5 billion in annualized interest savings. The information in this Item 12 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 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/ Robert S. Feit ---------------------------------- By: Robert S. Feit Vice President - Law and Secretary December 11, 2003 EX-99 3 eightk121103991.txt EXHIBIT 99.1 Exhibit 99.1 News Release [AT&T Logo Omitted] For Release Thursday, December 11, 2003 AT&T Unveils Major Voice over Internet Initiative: Will Expand Business and Launch Consumer Offers in 2004 Commits to Fully VoIP-Enabled Business Portfolio; Mass-Market Consumer Voice over Internet Offer To be Available in Major Cities Across the U.S. FOR RELEASE THURSDAY, DECEMBER 11, 2003 BEDMINSTER, N.J. - AT&T today announced a major new initiative to deliver a full complement of Voice over Internet Protocol (VoIP) services to business customers and consumers in 2004. The company, which already serves hundreds of businesses with its managed VoIP services, said it will expand its VoIP portfolio and aggressively market a full suite of VoIP-enabled services to business customers worldwide. AT&T will also roll out a new VoIP consumer offer in major cities across the United States in 2004, beginning with select metropolitan markets in the first quarter of the year. AT&T Chairman and CEO David Dorman said the company is currently adding VoIP capabilities on the West Coast to complement its existing network facilities. When completed in the first quarter, this infrastructure will enable AT&T to provide VoIP services to consumers in the top 100 markets in the United States. "Unlike many of our competitors, who are constrained by geographic reach or broadband access technologies, our voice over IP offer will be available in cities across America to customers with different kinds of broadband access," said Dorman. "We will be deploying the best VoIP technology on the nation's largest IP network, but we will be doing it with the most trusted and proven name in voice services." One week after announcing the appointment of William Hannigan as president of AT&T, Dorman today also created a new senior executive position to spearhead AT&T's VoIP efforts across AT&T's Labs, Consumer and Business divisions. He appointed Cathy Martine, currently a senior vice president in the Consumer division, to oversee the ongoing execution of these and other initiatives being undertaken to leverage AT&T's industry leading IP network. In addition to her other duties, Martine previously managed the successful employee trial and the subsequent consumer trial of VoIP for AT&T. "VoIP is the most significant, fundamental new technology shift in telecommunications in decades and will deliver tremendous value to all customers by leveraging the efficiencies and advanced communications capabilities of IP-based technology," said Dorman. "AT&T is uniquely qualified to lead the industry in this transformation. This is an area we intend to continue leading and that is why I have appointed one of our most talented executives to drive this effort." AT&T already carries more IP traffic on its network than any other U.S. company. It began offering the VoIP service to select business customers in 1997. Just this year, the company has experienced a fourfold increase in the number of business customers using its VoIP services. Dorman underscored AT&T's commitment to expand its IP services portfolio to deliver a full suite of VoIP-enabled services to its business customers in 2004. "AT&T has invested heavily in its network and networking capabilities to provide -- over our own IP network, or any combination of IP and public networks -- advanced voice services and features business customers want and need. No other company can make this claim," he said. AT&T's strategy for IP-based services is driven by one simple principle--customer convenience and control over their communications, whether it involves telephones in their homes or a corporate campus with thousands of telephone stations linked to a PBX. Businesses are attracted to VoIP technology because it simplifies access for both voice and data, and it means easier administration of the communications function. Instead of having to manage separate voice and data networks to handle corporate traffic, enterprise clients can run voice, video, and data over a single, easy-to-manage IP network. IP technology and networking not only saves money and increases productivity, it is becoming a critical strategic tool for companies. The ability to link a company's equipment and locations to deliver voice and other applications over any combination of networks clearly differentiates AT&T from other industry players, many of whom lack the network needed to scale and securely provide VoIP services on a regional, national and global basis. For consumers, AT&T has been running a customer trial of VoIP services since October in three states to test market a residential VoIP offering that promises to provide a rich array of new, enhanced information services, including advanced call-management capabilities and unique web-based features. The company's earlier trial offered participants unlimited local and long-distance services. The success of the trial has resulted in AT&T's decision to launch a new consumer VoIP offer in key markets across the nation beginning in the first quarter of 2004. Facts about AT&T's IP networking capabilities: - - AT&T is the largest carrier of IP traffic in the world, carrying one petabyte a day over its network. - - Unlike its many competitors, AT&T owns its own global IP backbone network. - - AT&T has offered voice services over IP to select businesses since 1997. - - AT&T has been trialing VoIP for consumers in three states for several months. - - AT&T has been investing heavily in recent years to ensure network operations and support systems to enable new VoIP services. - - Reliability, scalability and security are hallmarks of the AT&T network. - - AT&T has 21 global Internet Data Centers directly connected to its IP backbone. - - AT&T offers business customers the industry's first global Voice over IP-specific service level guarantee for voice quality. # # # About AT&T For more than 125 years, AT&T (NYSE "T") has been known for unparalleled quality and reliability in communications. Backed by the research and development capabilities of AT&T Labs, the company is a global leader in local, long distance, Internet and transaction-based voice and data services. AT&T 'Safe Harbor' The foregoing contains "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. EX-99 4 eightk121103992.txt EXHIBIT 99.2 Exhibit 99.2 News Release [AT&T Logo Omitted] For Release Thursday, December 11, 2003 AT&T CHAIRMAN OUTLINES AGGRESSIVE COMPETITIVE STRATEGY AT CSFB CONFERENCE AT&T Will Use Scale, Improved Cost Position And Technology Investments To "Bend The Top-Line Curve" In Business Services; Company On Track With Bundled Consumer Offer in 35 States By Year-End 2003 FOR RELEASE THURSDAY, DECEMBER 11, 2003 NEW YORK - In remarks today at the Credit Suisse First Boston Media and Telecom Week conference here, AT&T Chairman and CEO David W. Dorman outlined the company's strategy for competing aggressively in business and consumer services, saying that AT&T (NYSE: T) was "focused on creating long-term value for our shareholders and on bending the top-line curve in AT&T Business" as a "top priority." He also noted that the company, with approximately 40 million customers in its consumer business, was on track with its plan to expand bundled local and long-distance services to a total of 35 states by year-end 2003, including Missouri, Kansas and Oklahoma, which were announced today. Discussing the telecom industry's "profound transformation," Dorman said: "Customers need partners capable of transitioning to complex new platforms and architectures while maintaining ongoing reliability and security of mission-critical applications. It's like rebuilding an airplane in flight and AT&T is best positioned as provider of choice in this new environment." Noting that AT&T has approximately 4 million business customers, Dorman said that AT&T had made significant progress in lowering its cost structure to be more competitive and that, with its scale, financial strength and industry leading brand, customer base and product portfolio, "AT&T is operating from a position of strength." "With AT&T's scale advantage, there is no reason we should lose on price and we intend to be very competitive going forward," said Dorman. While noting competitive pricing pressures would have a near-term negative effect on AT&T Business Services revenue -- which is expected to decline at approximately 6 percent for the full-year 2003 - Dorman said that prior cost-cutting initiatives and the continued strong performance of AT&T Consumer Services sales of all-distance bundles should help AT&T exceed consolidated margin guidance for 2003. "Business customers are responding well to an aggressive new pricing strategy that we introduced in November and we expect progressive improvement in Business Services as we move through 2004. We look forward to an improved economic and industry environment in which AT&T is well positioned to benefit," said Dorman. Commenting on AT&T Consumer Services, Dorman said: "Bundled local and long distance offerings are the future, and have proven to be a terrific growth business for AT&T. With our entry into Southern California, Missouri, Kansas and Oklahoma, we're now in 24 states, representing 61 million households, and we are currently testing in 11 states - meeting our goal of testing or actively marketing bundled services to consumers in 35 states by year-end 2003. "We continue to take a targeted approach to attract and retain high-value customers to our bundled services offerings, allowing us to drive profitability in this area of our business. We'll lead with our One Rate USA offer of unlimited local and long distance, which has proved very popular with customers and, as we expand our footprint, we're seeing greater efficiencies which are lowering the cost of entering new markets and reducing the scale required to justify investment in new states. We are building the critical mass needed to ensure local market competition for the long-term," said Dorman. At the CSFB Conference, Dorman also commented on the company's Voice over Internet Protocol (VoIP) strategy for businesses and consumers, which was detailed in a separate press release issued earlier today. "Migrating customers to the future will require vast resources and skills," said Dorman. "Convergence is creating an increasingly complex operating environment for service providers, which must offer multiple protocol management and expertise - and be able to transition legacy networks and systems to the leading edge without sacrificing current performance. Managing the transition is as important as managing the applications themselves." "As the industry leader in carrying IP traffic, AT&T understands the networking challenges and industry direction better than anyone," said Dorman. "We understand that customers will be drawn to the convenience, quality and control that VoIP can offer if migrated properly -- and we're on the verge of a VoIP revolution. AT&T - more so than others - has the skills, scope and scale to effectively build the VoIP utility." Concluding his remarks, Dorman said: "We are taking a balanced approach to utilizing our free cash flow - reducing debt, returning equity to shareholders and continuing to invest in the business. AT&T is well positioned for continued strong cash flows and long-term leadership and success," he said. About AT&T For more than 125 years, AT&T (NYSE "T") has been known for unparalleled quality and reliability in communications. Backed by the research and development capabilities of AT&T Labs, the company is a global leader in local, long distance, Internet and transaction-based voice and data services. AT&T 'Safe Harbor' The foregoing contains "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. # # # -----END PRIVACY-ENHANCED MESSAGE-----