Form 8-K
December 8, 1994
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 8, 1994
AT&T Corp.
A New York Commission File I.R.S. Employer
Corporation No. 1-1105 No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
Telephone Number (212) 387-5400
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Form 8-K
December 8, 1994
Item 5. Other Events
Post-Merger Financial Results
AT&T Corp. ("AT&T" or the "Company") is filing summary income statement data for
the month ended October 31, 1994 and summary balance sheet data at October 31,
1994. All figures reflect the merger between a subsidiary of AT&T and McCaw
Cellular Communications, Inc. ("McCaw") on September 19, 1994, which was
accounted for as a pooling of interests. The income statement data for the
month ended October 31, 1994 and the balance sheet data at October 31, 1994
are derived from AT&T's unaudited consolidated financial statements.
<TABLE>
<CAPTION>
For the Month Ended
October 31, 1994
-------------------
(Dollars in Millions)
(except per share amounts)
<S> <C>
Total revenue $ 6,282
Net income 429
Net income per share .27
</TABLE>
<TABLE>
<CAPTION>
October 31, 1994
------------------
<S> <C>
Total assets $76,540
Total liabilities 59,335
Total shareowners' equity 17,205
</TABLE>
Because of rules pertaining to pooling of interests accounting, at least 30
days of post-merger financial results for the combined AT&T and McCaw must be
published at this time. This is the first time that AT&T has published a
single month's results. Because this is so unusual, AT&T cautions that
fluctuations in monthly results are not necessarily the same as the trends
that would be evident in quarterly reporting, just as the seasonal variation
inherent in quarterly results are not apparent in annual results.
For example, historically in the fourth quarter, sales of communications
products are particularly strong in the beginning of the quarter, while AT&T
Network Systems business is normally strongest in December. Also, AT&T's newest
business, McCaw, generally has had an exceptionally high rate of cellular
subscriber growth in December. However, the initial impact of a surge in the
subscriber base is an increase in marketing and sales expense. So, while this
growth is vital for future earnings growth, it may actually depress earnings for
the current period.
AT&T believes that, on the whole, October was a strong month for the following
reasons. Revenue and earnings growth was consistent with the trends the
Company demonstrated in the first three quarters of 1994. AT&T's long distance
business continues to do well and is on track to continue the improvement in
growth rates seen earlier in the year. McCaw's results since the merger are
consistent with AT&T's pre-merger expectations. AT&T's product businesses are
also doing well in this seasonally stronger period, although AT&T Global
Information Solutions remains under the competitive pricing pressures that
continue in that industry. The Company's financial services business continues
the rapid growth of the first three quarters of this year.
Industry and Regulatory Developments
Changing Business Environment
Significant amounts of communications services products and information
services and products today are provided by companies in different industries.
The business and competitive environment in the global information movement
and management industry is changing, however, and will likely be reshaped by
numerous forces including customer preferences and needs, technological
developments, increased competition and a reduction in domestic and foreign
regulation. While it is difficult to predict the specific nature and pace of
changes that might affect the business and competitive environment, AT&T
anticipates that these changes will cause an increase in AT&T's ability to
participate in the provision of a broader range of services with fewer
regulatory constraints as well as result in increased competition in AT&T's
existing markets.
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Form 8-K
December 8, 1994
Regulatory and Legislative Matters
During 1994, a number of bills were introduced in Congress which would have
(a) permitted the Regional Bell Operating Companies ("RBOCs") to provide long
distance services and (b) facilitated the development of competition for local
exchange and local access services. While none of these bills was enacted in
the current session, several members of the incoming Congress have announced
their intent to introduce new bills in the next session which would permit
local exchange competition and permit the RBOCs to provide long distance
services and manufacture equipment. AT&T has taken the position that because
of the RBOCs' current monopoly position in providing local service, it is
inappropriate for the RBOCs to receive relief from the restrictions on
providing long distance service and manufacturing equipment currently imposed
on them until competition in local service has developed. Also, it appears
that Congress will be addressing numerous significant legislative matters
prior to or concurrently with communications legislation that may affect the
pace of that legislation. However, AT&T cannot predict the timing or outcome
of any such bills that may be introduced.
Competition; New Opportunities
AT&T currently faces significant competition in the provision of long distance
service and AT&T expects that the level of competition in communications
services will continue to increase. If regulatory, legislative or
technological changes occur, AT&T anticipates that it will experience new and
different competitors. These may include entrants from other segments of the
telecommunications and information services industries seeking to expand their
market opportunities. Such new competitors may enter with a strong market
presence, well recognized names and pre-existing direct customer
relationships. Depending on the timing and circumstances of, and any
conditions or restrictions on, their entry, AT&T's revenues and net income
could be adversely affected in future years.
Some of the same regulatory and technological changes that AT&T anticipates
will increase competition in its historic markets also are anticipated to open
new markets for AT&T in different segments of communications services,
end-to-end services, value-added services and multimedia services that AT&T
can provide through its advanced, intelligent network. AT&T's competitive
strategy includes positioning itself to best take advantage of these new
opportunities through use of its leading networking capabilities, respected
brand name and other resources.
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Form 8-K
December 8, 1994
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.
By: S.L. Prendergast
Vice President and Treasurer
Date: December 7, 1994
