AT&T spun off its research and development division (the former Bell Laboratories) in April of 1996, and the newly independent company - renamed Lucent Technologies - was an instant hit with investors. The company's stock became the most widely held in the United States, and over the following 3 years and 9 months its price increased 892%.1 This remarkable price appreciation tracked a series of steadily increasing earnings that exceeded analyst expectations. Lucent, in fact, had beaten those expectations in each of its 15 quarters of operations (Zacks, 2000).

Lucent Technologies manufactures, sells and services voice and data communications systems and software. By the end of its fiscal-year 1999, Lucent generated over thirty-eight billion dollars in annual revenues, employed over 150,000 people, and had offices in more than ninety countries worldwide.

On October 26, 1999, Lucent issued a press release describing record earnings for both the quarter and the fiscal year ended September 30, 1999 (Lucent, 1999a). Lucent's revenues were up 23 percent, and earnings were up 50 percent from the fourth quarter of the previous year. For the fiscal year, Lucent's revenues and earnings were up 20 and 46 percent respectively. Lucent's chairman and CEO, Richard McGinn, described the results saying: "Lucent enters the new millennium with momentum. This was the strongest quarter and the strongest year in Lucent's history."

The report of these record results was accompanied by another press release. This second announcement outlined a realignment of Lucent into "four core businesses." This

realignment was, in the words of McGinn, "...intended to mirror the way we are approaching customers today - with converged network solutions. We are sharpening our focus on high-growth areas - such as data networking, optical networking, wireless semiconductors, e-business and professional services - while speeding our growth in international markets. And, we will also be aligning our management structure to increase productivity and accelerate our response to customer needs" (Lucent, 1999b).

Over the ensuing days and weeks, Lucent's share price soared. Climbing steadily from $59 7/8 on October 25, 1999, it traded at prices over $82 during December 1999, and closed at $72 3/8 on January 5, 2000.

On January 6, however, Lucent filed a Form 8-K with the U.S. Securities and Exchange Commission. Form 8-Ks are used to report "material events," and Lucent's "event" was that first quarter earnings for the quarter ended December 31, 1999 would be significantly below expectations. Lucent reported that its revenue from Service Provider Networks was down 2%. A result, company executives said, that was caused by the domino effect of unanticipated customer shifts to new optical systems and the manufacturing deployment and capacity problems that ensued. Indeed, analysts estimated that Lucent lost up to $1 billion in sales because of production delays, delivery problems and cancelled orders during the quarter (Dow Jones, 1/20/00).

1 Lucent's beta as reported by Yahoo Finance was 1.6 on January 6, 2000.

EXHIBIT 1

Earnings Per Share

Analyst Expected Earnings Per Share Difference

% Surprise

LUCENT TECHNOLOGIES Selected Earnings Per Share Data For the Quarters Ended:

Dec-99 Sep-99 Jun-99

0.36 0.31 0.26

0.43 0.29 0.23 (0.07) 0.02 0.03

-16.28% 6.90% 13.04%

Mar-99 Dec-98

0.17 0.52 0.15 0.50 0.02 0.02

13.33% 5.00%

Although Richard McGinn, said the company expected its problems to be resolved by the end of the second quarter, and Lucent's Chief Financial Officer, Don Peterson described the shortfall as a "bump in the road," (Burns, 1/27/00) the response of investors was harsh. The company's stock price fell from $72 3/8 to $52. Erasing in that single day, more than $80 billion in market capitalization and a year's worth of gains. Furthermore, a number of class action lawsuits were filed on behalf of investors who had purchased Lucent's stock between October 27, 1999 and January 6, 2000 (PRNewswire, 1/20/00). The suits claimed that Lucent violated Sections 10(b) and 20(a) of the Securities Act of 1934 by issuing a series of materially false and misleading statements that failed to disclose the weaker-than-expected performance in a timely fashion.

1. Conduct a DuPont decomposition of Lucent's ROE by quarter. What factors contributed to the differences in Lucent's performance between those quarters?

2. Evaluate the seasonally adjusted change (i.e., quarter i in year t to quarter i in year t-1) in Lucent's: Sales, Accounts Receivable, Inventory and Gross Margin for the five quarterly periods: December 1998 through December 1999. Be sure to include an evaluation of the Footnote disclosures regarding Lucent's inventories in your examination. Does the explanation for the earnings shortfall provided by Lucent's managers make sense in light of your analysis?

3. Based on your analysis:

a) When might you have determined that Lucent would be unable to maintain its streak of record earnings?

b) Do you think the class-action lawsuits have merit?

c) Would you expect Lucent's earnings to 'recover' by the second quarter of 2000? What obstacles to Lucent's earnings recovery present themselves?

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 -------------------------------------------

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 6, 2000 ------------------------------------------------------------- Lucent Technologies Inc. ----------------------------------

Item 5. Other Events.

On January 6, 2000, Lucent Technologies Inc. announced that, based on preliminary estimates for its first fiscal quarter of 2000 ended December 31, 1999, the company expects to report revenues in the range of $9.8 to $9.9 billion for the quarter, flat with the prior year period.(1) The company expects earnings per share for the quarter to be in the range of 36 to 39 cents compared to 48 cents for the year-ago quarter.(2)

The company attributed the lower than expected revenue and earnings for the first fiscal quarter to several factors, including:

-- faster than anticipated shifts in customers' purchases to Lucent's newest 80-channel DWDM optical product line and greater than expected demand for OC-192 capability on the 80-channel systems, which resulted in near-term manufacturing capacity and deployment constraints;

-- changes in implementation plans by a number of customers inside and outside the United States, which led to delays in network deployments by enterprises and service providers;

-- lower software revenues, reflecting an acceleration in the continuing trend by service providers to acquire software more evenly throughout the year. In the past, these purchases occurred primarily in the quarter ending December 31; and

-- preliminary results show lower than anticipated gross margins this quarter from ramp-up costs associated with introducing and implementing new products and lower software revenues.

The information provided in this Form 8-K is based on preliminary financial results, which are subject to further review and adjustment, and contains forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include price and product competition, dependence on new product development, reliance on major customers, customer demand for our products and services, the ability to successfully integrate acquired companies, control of costs and expenses, international growth, general industry and market conditions, growth rates and general domestic and international economic conditions, including interest rate and currency exchange rate fluctuations. For a further list and description of such risks and uncertainties, see the discussion in Lucent's Form 10-K for the fiscal year ended September 30, 1999 in Item 1 in the section entitled "X. OUTLOOK, A. Forward Looking Statements" and the remainder of the X. OUTLOOK section.

---------

(1) All items in both the 1999 and 2000 periods include the results of recent mergers with International Network Services and Excel Switching.

(2) All earnings per share amounts reported in this Form 8-K are diluted EPS figures.

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.

Date: January 7, 2000

LUCENT TECHNOLOGIES INC. By: /s/ JAMES S. LUSK Name: James S. Lusk

Senior Vice President and Controller