AT&T CORP
8-K, 2000-05-05
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                       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: May 2, 2000



                                   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
<PAGE>
Form 8-K
AT&T Corp.
May 2, 2000


Item 5.  Other Events.

         See Exhibit 99 to this Form 8-K.

Item 7.  Financial Statements and Exhibits.

         (c)     Exhibits.

                 Exhibit 99 AT&T Corp. Press Release issued May 2, 2000.
<PAGE>
Form 8-K
AT&T Corp.
May 2, 2000



                                   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/      Marilyn J. Wasser
                                  -----------------------------------
                                  By:      Marilyn J. Wasser
                                           Vice President and Secretary



May 2, 2000

                                                   [GRAPHIC OMITTED]
News Release
- --------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE: TUESDAY, MAY 2, 2000

               AT&T Updates Guidance On Financial Results For 2000

         NEW YORK -- In a conference call with financial  analysts  today,  AT&T
provided  updated  guidance  regarding its anticipated  revenue and earnings for
2000. The update was based on new information  regarding the anticipated closing
of the  company's  merger with the  MediaOne  Group,  a more current view of the
performance of its voice long distance businesses and the expected impact of new
regulatory  rules regarding access  payments,  assuming  approval by the Federal
Communications Commission (FCC).

         In sum,  the company  reduced  its  previous  guidance  on  operational
earnings - including the estimated impact of the recently announced  Excite@Home
and Net2Phone  transactions  - by 9 cents from $1.89 to $1.94 per share to $1.80
to $1.85 per share.  The company  also said that its pro forma  revenue for 2000
would  increase  approximately  7 to  8  percent,  rather  than  the  previously
estimated 8 to 9 percent, due to slower growth in legacy long distance services.
Reductions  in the access  fees the  company  pays  local  phone  companies  for
handling  long distance  calls are expected to further  reduce pro forma revenue
growth to a range of 6 to 7 percent.

         "AT&T is still in the midst of its transformation from a domestic voice
long distance company to a facilities-based  provider of broadband services over
any distance," said AT&T Chairman C. Michael  Armstrong.  "Our growth businesses
are gaining momentum.  Our high-speed data and IP services revenue is growing in
the high teens.  Our network  outsourcing and management unit continues to build
on an $11  billion  backlog  of  contracts.  Our  wireless  services  revenue is
outpacing  the industry,  both overall and on a  per-subscriber  basis.  And our
broadband  unit is breaking  records in signing up customers for digital  video,
high-speed Internet service and cable telephony.

         "Our voice long distance  businesses have  exceptional  rates of return
and generate cash flows that we are  re-investing  for growth,"  Armstrong said.
"However,  consumer long distance is a mature business,  characterized by severe
price  competition  and the loss of  customers  moving to wireless  and Internet
technologies. These forces have accelerated in recent months and will affect our
full-year  financial  projections.  Our goal remains to manage our consumer long
distance  business in a way that finds the best balance between those high rates
of return and the rate of revenue decline."
<PAGE>
MediaOne Group Closing

         While the company  remains  confident  of  regulatory  approval for its
planned  merger with  MediaOne,  the closing  date will be later than  initially
expected,  as  regulators  consider  factors  raised  by other  recent  industry
transactions.  It now appears that the  MediaOne  merger could close by midyear.
Earlier earnings  estimates had assumed a closing at the beginning of the second
quarter.

         Excluding the effects of the MediaOne  merger,  and prior to the impact
of factors  described below,  the company projects that operational  earnings in
the year 2000 would be 60 cents  higher than the  previous  estimate of $2.10 to
$2.15 per share. (See chart on page 5 for a complete  description of the impacts
of the MediaOne merger and other factors.)

Consumer and Business Long Distance

         Further, AT&T announced that, while growth in data and Internet revenue
is strong,  legacy long  distance  services are  declining at a faster rate than
anticipated.

         Competition  in  consumer  long  distance  is   accelerating,   causing
high-value customers to move to lower-priced calling plans at a more rapid pace.
Consumers  are also  moving  from basic  wired long  distance  to  wireless  and
Internet  services at greater  rates.  And as a result of its focus on acquiring
and retaining more  profitable  customers,  the company is  experiencing  market
share loss among  customers  with lower  usage.  On the positive  side,  AT&T is
retaining  heavy long distance users and has had a positive net customer and net
revenue exchange with the one Bell company allowed into long distance.  Based on
these trends,  pro forma revenue in the company's  Consumer segment is projected
to  decline  in the  range of 5 to 7  percent,  rather  than the 3 to 5  percent
previously estimated.

         In  the  business  market,   customers  are  increasingly  moving  from
low-speed  private line service,  in which AT&T has a leading  market share,  to
more  sophisticated  data  networks,  which are highly  competed.  AT&T said its
business long  distance  revenue in 2000 is expected to reflect last year's loss
of a major  government  contract  and a  first-half  drop in sales to some large
corporations.  The  company  has taken a number of steps to  accelerate  growth,
including a restructuring of its business sales  organization,  a new management
team and a stronger  product line.  Pro forma revenue in the company's  Business
segment will increase by about 8 percent due to strong growth in Internet,  data
and  outsourcing  services.  The previous  estimate  was for pro forma  business
revenue growth of 9 to 11 percent.

         Based on this operational performance in its consumer and business long
distance units, the company's total pro forma revenue is expected to grow in the
range of 7 to 8 percent in 2000  rather  than the  previous  estimate  of 8 to 9
percent.  The impact of these shortfalls on operational  earnings is expected to
be about 13 cents.

Access Reform

         The FCC is  expected  to reduce long  distance  companies'  payments to
local exchange companies for handling calls,  effective July 1. This will reduce
the long distance  industry's  payments to incumbent local exchange  carriers by
$3.6 billion in 2000.  AT&T plans to flow through its share of these  savings to
its  customers.  The company  believes  access reform is in  customers'  and the
industry's  interests since it eliminates hidden subsidies  currently being paid
to local exchange  monopolies and it simplifies the way these charges are billed
to consumers, enabling them to more easily compare competitive offers.
<PAGE>
         Assuming  approval of these reforms by the FCC, the company  altered or
eliminated plans for certain pricing actions and agreed to eliminate the minimum
charge for  consumers  paying its basic rates.  Combined  with the  reduction in
access charges,  which formerly were included in AT&T's rates, this will further
increase the Consumer  Services  unit's  estimated  pro forma  revenue loss to a
range of 6 to 8 percent and the company's overall estimated operational earnings
will decline by about 7 cents per share.

Revenue and Earnings Guidance

         In total,  AT&T expects overall revenue for 2000, on a pro forma basis,
to  grow  in  the  range  of 6 to 7  percent,  compared  to  the 8 to 9  percent
previously projected.

         AT&T's  operational  earnings per share in 2000 are  projected to be in
the range of $2.50 to $2.55,  excluding  the  effects of the  company's  pending
merger with MediaOne and other previously announced transactions.

         Assuming the MediaOne  closing  occurs around  midyear,  AT&T estimates
dilution  for the  amortization  of goodwill,  transactional  costs and deferred
synergies  associated with the delayed closing would reduce operational earnings
in 2000 by  approximately  47 cents per share.  When the company's  transactions
with  Excite@Home and Net2Phone also close later this year, the company projects
that  2000   operational   earnings  per  share  will  be  further   reduced  by
approximately 23 cents.

         Considering all these factors,  AT&T projects  operational earnings for
2000 in the range of $1.80 to $1.85 per share. Cash earnings, on the same basis,
are  projected to be in the range of $2.40 to $2.45 per share.  The company said
operational  earnings before  interest,  taxes,  depreciation  and  amortization
(EBITDA) would remain around $24 billion.

         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
document also contains certain information such as operational EPS,  operational
cash EPS and reported and operational  EBIT and EBITDA that are not presented in
accordance with generally accepted  accounting  principles.  This information is
presented  solely to provide  additional  information to further  understand the
results of AT&T.
<PAGE>
Earnings Per Share Guidance

- --------------------------------------------------- ----------------------
Operational EPS
- --------------------------------------------------- ----------------------
- --------------------------------------------------- ----------------------
December 6, 1999 guidance (1) (2)                   $2.10 - 2.15
- --------------------------------------------------- ----------------------
- --------------------------------------------------- ----------------------
  Add back estimated MediaOne                       + $0.60
  EPS dilution impact
- --------------------------------------------------- ----------------------
- --------------------------------------------------- ----------------------
Revised AT&T standalone guidance                    $2.70 - 2.75
- --------------------------------------------------- ----------------------
- --------------------------------------------------- ----------------------
  Impact of operational shortfalls                  - $0.13
- --------------------------------------------------- ----------------------
- --------------------------------------------------- ----------------------
  Impact of proposed regulatory changes             - $0.07
- --------------------------------------------------- ----------------------
- --------------------------------------------------- ----------------------
Potential dilution from pending transactions
- --------------------------------------------------- ----------------------
- --------------------------------------------------- ----------------------
  Excite@Home / Net2Phone                           - $0.23
- --------------------------------------------------- ----------------------
- --------------------------------------------------- ----------------------
  MediaOne (3)                                      - $0.47
- --------------------------------------------------- ----------------------
- --------------------------------------------------- ----------------------
Revised Operational EPS                             $1.80 - 1.85
- --------------------------------------------------- ----------------------

(1)  Assumed an April 1, 2000  closing for  MediaOne  acquisition
(2)  Adjusted dilution associated with Excite@Home transaction of $0.20 and
     Net2Phone  transaction  of $0.01  announced  in March 2000,  guidance  was
     revised to $1.89 - $1.94
(3)  Assumes  midyear  closing and impact of goodwill  amortization,  deferred
     synergies  from the delay in  closing  and cost of  MediaOne  shareholder
     collar
<PAGE>
Revenue Guidance

- ------------------------------------------------------- ------------------
Total 2000 Revenue
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Previous guidance, pro forma                            8 - 9 %
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Revised for operational shortfall                       7 - 8 %
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Revised  total 2000  revenue,  reflects  above plus     6 - 7 %
impact of  proposed regulatory changes (pro forma)
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Consumer Services 2000 Revenue
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Previous guidance                                       (3) - (5) %
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Revised for operational shortfall                       (5) - (7) %
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Revised Consumer Services 2000 revenue, reflects        (6) - (8) %
above plus impact of proposed regulatory changes (pro
forma)
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Business Services 2000 Revenue
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Previous guidance                                       9 - 11 %
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Revised Business Services revenue reflects              About 8 %
operational shortfall
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Wireless Services 2000 Revenue
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Previous guidance unchanged                             25 - 30 %
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Broadband 2000 Revenue
- ------------------------------------------------------- ------------------
- ------------------------------------------------------- ------------------
Previous guidance unchanged                             12 - 14 %
- ------------------------------------------------------- ------------------

Definitions

Operational  Cash  Earnings:   Refers  to  operational  earnings  excluding  the
amortization  of franchise  costs,  goodwill  associated with  acquisitions  and
equity investments, and other purchased intangibles.
<PAGE>
Operational Earnings: These results exclude certain gains and charges as well as
the impact of AT&T's ownership interests in Cablevision Systems Corp. and Excite
@ Home.

Reported  Earnings:  The attached income statement reflects Reported Earnings in
accordance with generally accepted accounting principles.

Pro forma  Revenue:  Revenue is adjusted for the TCI  acquisition,  adjusted all
closed  cable  transactions,  the IBM Global  Network,  various  divestments  of
international businesses, the impact of Concert and proposed regulatory reform.

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