Filed by AT&T Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: AT&T Corp.
Commission File No. 001-01105
On March 5, 2002, AT&T
distributed the
following information:
(Slide #1)
[AT&T Logo]
David Dorman
President
(Slide #2)
Safe Harbor
The following 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. The audiences 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.
Additional Information And Where To Find It
On December 19, 2001, AT&T and Comcast agreed to combine AT&T's broadband
business with Comcast. In connection with the proposed transactions, AT&T and
Comcast will file a joint proxy statement/prospectus with the Securities and
Exchange Commission. Investors and security holders are urged to carefully read
the joint proxy statement/prospectus regarding the proposed transactions when it
becomes available, because it will contain important information. Investors and
security holders may obtain a free copy of the joint proxy statement/prospectus
(when it is available) and other documents containing information about AT&T and
Comcast, without charge, at the SEC's web site at www.sec.gov. Free copies of
AT&T's filings may be obtained by directing a request to AT&T Corp., 295 North
Maple Avenue, Basking Ridge, NJ 07920, Attention: Investor Relations. Free
copies of Comcast's filings may be obtained by directing a request to Comcast
Corporation, 1500 Market Street, Philadelphia, Pennsylvania 19102-2148,
Attention: General Counsel.
Participants In Solicitation
AT&T, Comcast and their respective directors, executive officers and other
members of their management and employees may be soliciting proxies from their
respective stockholders in connection with the proposed merger. Information
concerning AT&T's participants in the solicitation is set forth in AT&T's proxy
statement for its annual meeting of stockholders, filed with the SEC on March
30, 2001.
(Slide #3)
T Communications Services Strengths
Operational Excellence
Market Opportunity
Competitive Strength
Financial Flexibility
Business Consumer
4 M+ customers ~60 M customers
$14 B growth services revenue Leader in long distance voice
Leader in enterprise Developing integrated
customer relationships service offerings
(Slide #4)
Unparalleled Consumer Assets
60 million
customer
relationships
Financial Comprehensive
Strength consumer
database
[AT&T Consumer Logo]
AT&T's Global World renowned
Network AT&T brand
Strong
management
team
(Slide #5)
AT&T Business Services
Strategic Priorities
Access & Local......Connectivity Services......Managed Services......Outsourcing
- Global Enterprise Networking Leader
- Grow revenue share in Local and Global
- Grow Data/IP revenues with industry
- Maintain LD Voice revenue share
- Improve "growth" service profitability
- Maximize scale levers to deliver the lowest unit costs
(Slide #6)
Transforming AT&T
Sales and Service
- Deepened bench in sales leadership
- Increased Data/IP and Local sales force
- Simplified product offerings
- Revamped sales incentive programs
- Launched Solutions Center
Customer Care and Provisioning
- One Organization responsible for end-to-end customer care
- Realigned resources to build and service growth portfolio
- Leverage AT&T Labs resources to focus on customer priorities
- Engineering and development driving process cost reductions
- E-enablement/Concept of One
(Slide #7)
Access & Local
Scaling Local Services
- Presence in 85 Cities in 67 MSAs
- Covers ~75% of Business Local Market
[Graphic map of United States showing cities covered]
(Slide #8)
Access & Local
Managing Market Profitability Drivers
2001 Annualized
Profitability
% Margin
80%
O
Omaha X X O O O X New York
O
x x O O X X X X
X O O X X
x x xxx O x X
x OO
O O O X
x
x x
O Hartford
X x X
x x
O
x x
x x
20%
0$ $150
2001 Annualized Revenue $M
Gross Plant Scale
x < $50M O < $100M X < $300M
(Slide #9)
Outsourcing
Building Solutions
Leveraging the Network Outsourcing Opportunity
$ Billions
Revenue
100
X $74 B
X $65 B
X $59 B
CAGR
2000-2004 10%
0
2002 2003 2004
Source: IDC, February 2002
Growing revenues in long-term value-added relationships
1995 2000 2002
Local Area Internet Work-at-home Next
Network Services VPN Generation
Management Network
Transport
PBX Call Center Computer- Call Center
Management Technology Telephony Consulting
Management Integration
Corporate
Voice Mail
Custom Solutions.....Managed Services Offer Incubator
(Slide #10)
Managed Services
Establishing Market Leadership
Best Solutions e-Infrastructure
Hosting Provider - Hosting
- Web Hosting Magazine - Intelligent Content
Distribution Services
- Managed Data Storage
Best Overall Enhanced Virtual Private Networks
Managed Services Portal - Extranets
- Tier 1 Research - Intranets
- Remote Access
- IP Security
VPN Market Leader High Availability & Security Services
- Yankee Group - Ultravailable Solutions
- Business Continuity Assessment
- Managed Firewall Services
- Managed Token Authentication
- Managed Intrusion Detection
AT&T Global VPN Service Managed Network Services
- Network Magazine - Managed Frame and ATM
Product of the Year - Managed Router Services
- Network Application Services
Internet Access Services
- Managed Internet Services
- Private Label Services
(Slide #11)
Managed Services
Enterprise Hosting Continuum
Increasing Levels of Management and Performance Guarantees
Complexity of Managed
Services
Business Applications AT&T Managed Hosting AT&T Enhanced
Managed Hosting Managed Hosting *New!*
---------------------------- -------------------------- -------------------------- --------------------------
Client Managed - AT&T Provides - Fully managed
Hosting Component Level environment with event
Management correlation across
network, system and
applications
---------------------------- -------------------------- -------------------------- --------------------------
Servers - Customer Managed - Component Level SLAs - Transaction Level SLAs
Databases
---------------------------- -------------------------- -------------------------- --------------------------
Hardware/Software - Optional Component - AT&T Manages - Operational processes
Monitoring Standard Vendor "Off supporting transactional
the Shelf "Applications level SLAs
---------------------------- -------------------------- -------------------------- --------------------------
WAN/LAN Management - Optional Component - AT&T Obtains Root - Application Due Diligence
Management Access required to plan, design,
deploy and manage an end
to end environment
---------------------------- -------------------------- -------------------------- --------------------------
Hosting - Customer Maintains - Portal Service - Portal Service
Data Centers Root Access
---------------------------- -------------------------- -------------------------- --------------------------
Network
Services
---------------------------- -------------------------- -------------------------- --------------------------
Client Managed AT&T Managed AT&T Enhanced Managed
---------------------------- -------------------------- -------------------------- --------------------------
(Slide #12)
Global Enterprise Services
Shift of Value Proposition in Customer Driven Architecture
AT&T as AT&T as
Integrated Integrated
Supplier Supplier
Americas Europe Asia/Pacific International
Services:
AT&T Retail Services/Applications
- Managed Data Services and Solutions
(GEMS)
- Hosting/Co-Location
- IP Data
- FR/ATM Data
- Voice Applications
Transport:
Target Agreements/AT&T Purchases of Capacity
- Commercial Arrangements
- Barter/Swaps
- Co-Build
- Equity Participation
(Slide #13)
[Graphic of AT&T Logo]