-----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, JKIYZhgy9s6Y1GPvxxX0oOSXd5IA78QBcwQrGcgmRs7pZtP8gvZM+oHC4pvySVJG q2lnApeCPig7JhahoeoScQ== 0000005907-04-000164.txt : 20041029 0000005907-04-000164.hdr.sgml : 20041029 20041029151031 ACCESSION NUMBER: 0000005907-04-000164 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041029 DATE AS OF CHANGE: 20041029 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: 041106017 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 eightk102904.txt FORM 8-K DATED OCTOBER 26, 2004 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: October 26, 2004 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 2. FINANCIAL INFORMATION Item 2.02. Results of Operations and Financial Condition On October 26, 2004, AT&T Corp. issued a press release announcing its settlement of a class action lawsuit. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K. AT&T Corp.'s consolidated statements of operations and consolidated balance sheets reflecting the impact of the settlement on third quarter results are being furnished as Exhibit 99.2 to this Form 8-K. SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS Item 9.01. Financial Statements and Exhibits (c) Exhibits. The following exhibits are being furnished herewith: 99.1 Press Release of AT&T Corp. dated October 26, 2004 announcing AT&T Corp.'s settlement of a class action lawsuit. 99.2 Revised consolidated statements of operations and consolidated balance sheets. 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 hereunto duly authorized. AT&T CORP. /s/ Robert S. Feit ---------------------------------- By: Robert S. Feit Vice President - Law and Secretary October 29, 2004 EXHIBIT INDEX Exhibit No. Description 99.1 Press release of AT&T Corp. dated October 26, 2004 announcing AT&T Corp.'s settlement of a class action lawsuit. 99.2 Revised consolidated statements of operations and consolidated balance sheets. EX-99 2 eightk102904exh991.txt EXH. 99.1 - PRESS RELEASE DATED OCTOBER 27, 2004 [AT&T logo omitted] News Release - -------------------------------------------------------------------------------- AT&T SETTLES SHAREHOLDER CLASS ACTION LAWSUIT FOR IMMEDIATE RELEASE: BEDMINSTER, N.J. - AT&T today reached an agreement -- subject to final court approval -- to settle a shareholder class action lawsuit underway in U.S. District Court for the District of New Jersey, three weeks after the trial began. The lawsuit sought damages of approximately $2.4 billion for purchasers of AT&T common stock from December 6, 1999 to May 1, 2000. Under the settlement, AT&T has agreed to pay the class $100 million, about four percent of the amount being sought at trial. The payment will be shared equally by AT&T and its former broadband subsidiary, which was spun off in 2002, under the terms of the separation agreement between those entities. In addition, AT&T intends to seek reimbursement from its insurers for the amounts to be paid. "As we have said all along, we categorically deny any wrongdoing by AT&T or any of its officers and remain confident that we would have been vindicated at the end of this trial," said Edward R. Barillari, vice president-Law & Government Affairs. "But, given the size of the claims compared to the relatively low amount of the settlement, the inherent risk and uncertainty of legal proceedings, and the very substantial expense of those proceedings, this settlement is the prudent course for the company." AT&T will take the steps necessary to determine and disclose the effect of this settlement on its recently announced third-quarter earnings. # # # About AT&T AT&T (www.att.com) 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. These risk factors include whether any party will file objections to the settlement and the level of appellate review, as well as the risks inherent in the collection of insurance proceeds , among other risks. 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 3 eightk102904exh992.txt EXH. 99.2 - REVISED FINANCIALS The following consolidated statements of operations and balance sheets reflect the impact of the settlement. The $50 million settlement, recorded in selling, general and administrative expenses, increased the third quarter and year-to-date net loss by $32 million, or $0.04 per share. The settlement is reflected within the Corporate and Other group.
AT&T CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months For the Nine Months Ended September 30, Ended September 30, -------------------------- ---------------------------- 2004 2003 2004 2003 -------------------------- ---------------------------- (Dollars in millions, except per share amounts) Revenue $ 7,638 $ 8,649 $ 23,264 $ 26,430 Operating Expenses Access and other connection 2,411 2,785 7,530 8,191 Costs of services and products 1,783 1,954 5,406 5,923 Selling, general and administrative 1,653 1,793 5,160 5,551 Depreciation and amortization 647 1,224 3,128 3,607 Asset impairment and net restructuring and other charges 12,469 64 12,736 134 ---------- ---------- ---------- ---------- Total operating expenses 18,963 7,820 33,960 23,406 ---------- ---------- ---------- ---------- Operating (Loss) Income (11,325) 829 (10,696) 3,024 Other (expense) income, net (34) (7) (172) 89 Interest (expense) (192) (289) (611) (917) ---------- ---------- ---------- --------- (Loss) Income Before Income Taxes, Minority Interest Income, Net Earnings (Losses) Related to Equity Investments and Cumulative Effect of Accounting Changes (11,551) 533 (11,479) 2,196 Benefit (provision) for income taxes 4,402 (72) 4,741 (677) Minority interest income - - 1 1 Net earnings (losses) related to equity investments 2 (3) 2 3 ---------- ---------- ---------- ---------- (Loss) Income from Continuing Operations (7,147) 458 (6,735) 1,523 Net (loss) from discontinued operations [net of income taxes of $0] - (13) - (13) ---------- ---------- ---------- ---------- (Loss) Income before Cumulative Effect of Accounting Changes (7,147) 445 (6,735) 1,510 Cumulative effect of accounting changes [net of income taxes of $17 and $(9)] - (27) - 15 ---------- ---------- ---------- ---------- Net (Loss) Income $(7,147) $ 418 $ (6,735) $ 1,525 ========== ========== ========== ========== Weighted-Average Shares Used to Compute Earnings Per Share: Basic 795 789 794 787 Diluted 795 791 794 788 Per Basic Share: (Loss) earnings from continuing operations $ (8.99) $ 0.58 $ (8.48) $ 1.94 (Loss) from discontinued operations - (0.02) - (0.02) Cumulative effect of accounting change - (0.03) - 0.02 ---------- ---------- ---------- --------- (Loss) Earnings Per Basic Share $ (8.99) $ 0.53 $ (8.48) $ 1.94 ========== ========== ========== ========= Per Diluted Share: (Loss) earnings from continuing operations $ (8.99) $ 0.58 $ (8.48) $ 1.93 (Loss) from discontinued operations - (0.02) - (0.01) Cumulative effect of accounting change - (0.03) - 0.02 ---------- ---------- ---------- --------- (Loss) Earnings Per Diluted Share $ (8.99) $ 0.53 $ (8.48) $ 1.94 ========== ========== ========== ========= Dividends Declared per Common Share $0.2375 $ 0.2375 $ 0.7125 $ 0.6125 ========== ========== ========== =========
AT&T CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) At At September 30, December 31, 2004 2003 ------------- ------------ (Dollars in millions) Assets Cash and cash equivalents $ 2,627 $ 4,353 Accounts receivable, less allowances of $589 and $579 3,516 4,036 Deferred income taxes 1,116 715 Other current assets 1,328 744 ----------- ------------ Total Current Assets 8,587 9,848 Property, plant and equipment, net of accumulated depreciation of $1,155 and $34,300 11,654 24,376 Goodwill 4,778 4,801 Other purchased intangible assets, net of accumulated amortization of $396 and $320 394 499 Prepaid pension costs 3,939 3,861 Other assets 2,707 4,603 ----------- ------------ Total Assets $ 32,059 $ 47,988 =========== ============ Liabilities Accounts payable and accrued expenses $ 2,586 $ 3,256 Compensation and benefit-related liabilities 2,215 1,783 Debt maturing within one year 1,582 1,343 Other current liabilities 2,346 2,501 ----------- ------------ Total Current Liabilities 8,729 8,883 Long-term debt 8,881 13,066 Long-term compensation and benefit-related liabilities 3,947 3,528 Deferred income taxes 1,138 5,395 Other long-term liabilities and deferred credits 2,929 3,160 ----------- ------------ Total Liabilities 25,624 34,032 Shareowners' Equity Common stock, $1 par value, authorized 2,500,000,000 shares; issued and outstanding 795,590,783 shares (net of 171,983,367 treasury shares) at September 30, 2004 791,911,022 shares (net of 172,179,303 treasury shares) at December 31, 2003 796 792 Additional paid-in capital 27,287 27,722 Accumulated deficit (21,446) (14,707) Accumulated other comprehensive (loss) income (202) 149 ----------- ------------ Total Shareowners' Equity 6,435 13,956 ----------- ------------ Total Liabilities and Shareowners' Equity $ 32,059 $ 47,988 =========== ============
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