UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

Commission file number: 0-31010

AT&T LATIN AMERICA CORP.

(Exact name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation)		22-3687745 (I.R.S. Employer Identification No.)

2020 K Street, N.W., Washington, D.C. (Address of principal executive offices)		20006 (Zip code)

Registrant’s telephone number including area code: (202) 689-6300

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Class A common stock, $0.0001 par value per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No x

As of April 24, 2003, 45,554,017 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 73,081,595 shares of the registrant’s Class B common stock, par value $0.0001 per share, were outstanding. As of April 24, 2003, the aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant based on the $0.08 closing price for the registrant’s Class A common stock on OTCC on April 24, 2003 was approximately $2,710,653. Directors, executive officers and 10% or greater shareholders are considered affiliates for purposes of this calculation but should not necessarily be deemed affiliates for any other purpose.

DOCUMENTS INCORPORATED BY REFERENCE

None.

AT&T Latin America Corp. hereby amends its annual report on the Form 10-K filed with the Securities and Exchange Commission on March 28, 2003 with this Form 10-K Amendment No. 1 to add Items 10 through 13 of Part III.

PART III

ITEM 10. Directors and Executive Officers of AT&T Latin America

Information regarding executive officers required by Item 401 of Regulation S-K is furnished in a separate disclosure in Part I of this Annual Report on Form 10-K.

The following sets forth biographical information for each of our directors.

Patricio E. Northland has been our Chairman of the board of directors and Chief Executive Officer since August 2000. Mr. Northland has over seventeen years of experience as an international communications executive and entrepreneur. Mr. Northland was Chairman of the board of directors, President and Chief Executive Officer of FirstCom from November 1996 until the FirstCom merger. Born in Chile, Mr. Northland is a U.S. citizen. In 1991, Mr. Northland founded AmericaTel Corporation, a Miami-based international communications carrier providing satellite-based voice, data and fax communications services to corporate customers throughout Latin America. Prior to his involvement with AmericaTel, Mr. Northland held key management positions with PanamSat and IntelSat. In 1996, Mr. Northland sold his interest in AmericaTel to Entel.

A. Gary Ames has been a director since August 2000. Mr. Ames is currently retired. From June 1998 to July 2000, Mr. Ames served as President and Chief Executive Officer of MediaOne International, a communications company. From July 1995 to June 1998, Mr. Ames served as President and Chief Executive Officer of US West International, also a communications company. Mr. Ames currently serves on the board of directors of Albertsons, Inc. (NYSE symbol: ABS), Tektronix Inc. (NYSE symbol: TEK), Pac-West Telecomm Inc., and iPass, a private company.

Edward M. Dwyer has been a director since May 2000. Since May 1997, Mr. Dwyer has been Treasurer of AT&T Corp. From November 1989 to May 1997 he served as Chief Financial Officer of AT&T Capital Corp.

R. Reed Harrison III has been a director since May 2001. Mr. Harrison has been Senior Vice President of Network Engineering & Operations of AT&T Corp. since January 2003 and has also held various other management positions with AT&T Corp., which he joined in 1978. Mr. Harrison is responsible for planning, engineering, and operation of AT&T Corp.’s network. He has also been the business leader with overall profit and loss responsibility for AT&T’s CLEC (competitive local exchange carrier) business in the United States. Mr. Harrison has over 30 years experience in the telecommunications industry: local network engineering and operations at The C&P Telephone Company of Maryland; sales, product planning and management, and Bell Labs R&D at AT&T Network Systems; and CIO and long distance network planning, engineering, and operations at AT&T Corp.

David C. Kleinman has been a director since August 2000. Mr. Kleinman was a director of FirstCom Corporation from May 1997 to the date of the FirstCom merger. Mr. Kleinman is currently Adjunct Professor of Strategic Management at the Graduate School of Business of The University of Chicago where he has taught since 1971. Mr. Kleinman serves as the non-executive chairman of the board of directors of Irex Corporation. Mr. Kleinman is also a trustee of the Acorn Fund, the Acorn International Fund, the Acorn USA Fund, the Acorn Select Twenty Fund and the Acorn Foreign Forty Fund, which are registered under the Investment Company Act of 1940, and he serves as a member of the board of directors of Sonic Foundry, Inc.

John C. Petrillo has been a director since June 2000. Mr. Petrillo has held various positions with AT&T Corp. since 1971, most recently as Executive Vice President of Corporate Strategy and Business Development, in which capacity he is responsible for overall business strategy and the development of AT&T Corp.’s online service and electronic messaging businesses.

Geoff Webster has been a director since May 2002. Mr. Webster is AT&T’s International Ventures Vice President with overall responsibility for AT&T’s activities in the International Ventures Organization. Mr. Webster joined AT&T in November 2001 from Concert, where he served as Vice President — Law for the network and global products organizations from January 2000. Prior to that, Mr. Webster served as General Counsel for the Concert organization before its formal launch as the AT&T Corp./ British Telecom plc global venture and, from April 1996 to September 1998, as Corporate Counsel Europe for British Telecom plc. Mr. Webster serves on the board of directors of Alestra, the second largest telecommunications carrier in Mexico.

Richard K. Anderson has been a director since March 2003. Mr. Anderson has held various positions with AT&T Corp. since 1995, most recently as Vice President, Strategy and Applied Research. Prior to joining AT&T Corp., Mr. Anderson was the Chief Technology Officer for Kwasha Lipton, an employee benefits consulting firm, where he was responsible for strategic planning, administration, systems and finance. Mr. Anderson was a Principal with McKinsey & Company, in New York where he led their worldwide practice in Information Management and Technology. Before that, Mr. Anderson was a Partner with Andersen Consulting in Washington, D.C.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10 percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of these equity securities. There were two filings which were filed outside of the time permitted by the Exchange Act Rules. On February 14, 2002, Lourdes Meneses filed a Form 3. The event requiring a filing was April 3, 2001, the date Ms. Meneses joined the Company. On April 15, 2003, Richard K. Anderson filed a Form 3. Mr. Anderson was elected to the Board of Directors of AT&T Latin America on March 27, 2003. To our knowledge, other than as noted in the preceding sentence and based upon the reports filed and written representations that no other reports were required, during the fiscal year ended December 31, 2002, none of our directors, executive officers and 10% stockholders failed to file on a timely basis reports required by Section 16(a).

ITEM 11. Executive Compensation

Summary Compensation Table

The following table describes the components of the total plan and non-plan compensation that was awarded to, earned by or paid to our chief executive officer during the year ended December 31, 2002 and each of our four most highly compensated executive officers (other than the chief executive officer) who were serving as executive officers at the end of 2002, for any services rendered in any capacity to us or our subsidiaries. We refer to these individuals as the “named executive officers.”



												Long-term
												Compensation (1)
												Awards
					Annual Compensation
												Restricted			Securities
									Other Annual			stock			underlying		All Other
					Salary		Bonus		Compensation			award(s)			options		Compensation
Name and principal position		Year			($)		($)		($)			($)			(#)		($)

Patricio E. Northland			2002			585,083		119,000		2,310,946	(2)		—			750,000		158,131	(11)
	Chairman of the Board and		2001			531,250		450,000		2,609,845	(3)		2,660,000	(4)		1,170,000		7,000	(12)
	Chief Executive Officer		2000	(10)		186,250		250,000		8,000	(5)		—			—		—
Marco A. Northland			2002			313,511		32,500		8,800	(5)		65,500	(6)		70,000		89,451	(13)
	Chief Operating Officer and		2001			296,929		144,374		9,600	(5)		—			162,500		2,625	(12)
	Executive Vice President of		2000	(10)		88,166		169,000		3,200	(5)		—			200,000		3,747	(12)
	Business Services
Thomas Canfield			2002			280,215		29,994		8,800	(5)		32,500	(7)		70,000		102,500	(14)
	General Counsel		2001			258,333		97,565		9,600	(5)		—			153,000		—
			2000	(10)		88,333		83,700		3,200	(5)		—			—		—
Jose Gandullia			2002			240,000		31,512		82,130	(8)		—			70,000		—
	General Manager — AT&T Peru
Carlos Fernandez			2002			228,524		74,126		14,559	(9)		—			70,000		—
	General Manager — AT&T Chile


(1)	There were no long-term compensation or LTIP pay-outs during 2002, 2001 and 2000.

(2)	This other annual compensation consists of a $22,000 car allowance and $2,288,946 of retention bonus, including $538,946 of federal tax gross-ups.

(3)	This other annual compensation consists of a $24,000 car allowance and $1,000,000 of retention bonus and $1,585,845 of federal tax gross-up related to a 2,000,000 restricted shares award.

(4)	The dollar value at the date of the award of all the restricted shares awarded in 2001 was $2,660,000. As of December 31, 2002, the value of the 2,000,000 shares of restricted stock granted in 2001 was $430,000. The Company does not expect that any dividends will be paid in the foreseeable future with respect to common stock, including restricted stock.

(5)	This other annual compensation consists of a car allowance.

(6)	Represents the dollar value at the date of the award of 50,000 restricted shares of common stock. The Company does not expect that any dividends will be paid in the foreseeable future with respect to common stock, including restricted stock.

(7)	Represents the dollar value at the date of the award of 50,000 restricted shares of common stock. The Company does not expect that any dividends will be paid in the foreseeable future with respect to common stock, including restricted stock.

(8)	This other annual compensation consists of a car allowance and a required bonus pursuant to Peruvian law.

(9)	This other annual compensation consists of a car allowance.


(10)	Represents compensation from August 29, 2000 through December 31, 2000.


(11)	Includes cash payment allowance for moving expenses of $128,145, employer’s matching contribution to our defined contribution plan of $7,333 and $22,653 of compensation related to personal expenses paid by the Company on his behalf for legal services.

(12)	Represents employer’s matching contribution to our defined contribution plan.

(13)	Represents cash payment allowance for moving expenses of $86,701 and employer’s matching contribution to our defined contribution plan of $2,750.

(14)	Represents cash payment allowance for moving expenses of $100,000 and employer’s matching contribution to our defined contribution plan of $2,500.

Stock Option Grants in 2002

The following table discloses the individual grants of stock options made under our 2000 Long Term Incentive Plan during the year ended December 31, 2002 to each of the named executive officers:



Individual Grants
											Potential realizable value
		Number of									at assumed annual rates
		securities		Percent of total							of stock price appreciation
		underlying		options granted			Exercise of				for option term
		options		to employees in			base price		Expiration
Name		Granted(#)(1)		fiscal year			($/Sh)		Date		5%($)(2)		10%($)(2)

Patricio E. Northland			750,000		18.56	%		1.245		05/02/2007		1,191,728		1,503,814
	Chairman of the Board and Chief Executive Officer
Marco A. Northland			70,000		1.70	%		1.245		05/02/2007		111,228		140,356
	Chief Operating Officer and Executive Vice President of Business Services
Thomas Canfield			70,000		1.70	%		1.245		05/02/2007		111,228		140,356
	General Counsel
Jose Gandullia			70,000		1.70	%		1.245		05/02/2007		111,228		140,356
	General Manager — AT&T Peru
Carlos Fernandez			70,000		1.70	%		1.245		05/02/2007		111,228		140,356
	General Manager — AT&T Chile


(1)	Options are subject to a three-year vesting schedule.

(2)	The 5% and 10% assumed rates of compound stock price appreciation are prescribed by the rules and regulations of the Securities Exchange Commission (SEC) and do not represent our estimate our projection of the future trading prices of our shares of Class A common stock. There can be no assurance that the actual stock price appreciation over the ten-year option term will be at the assumed 5% and 10% rates or at any other defined level. If the calculation of the “potential realizable value at assumed annual rates of stock price appreciation for option term” were based on the closing trading price of ATTL’s Class A common stock as of December 31, 2002, instead of the exercise price as prescribed by the rules and regulations of the SEC, the potential realizable value for each of the options listed in this table would be $0.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

None of our named executive officers exercised any of our stock options in fiscal 2002. The following table provides information concerning the fiscal year-end value of unexercised options, provided on an aggregated basis, of each of the named executive officers:

Number of securities

Value of unexercised in-

underlying unexercised

the-money options at

Shares acquired

options at FY-end (2002)

FY-end ($)

Name

on Exercise

Value realized

Exercisable/Unexercisable

Patricio E. Northland

N/A

4,315,111/

2,752,222

0/0

Chairman of the Board and Chief Executive Officer

Marco A. Northland

N/A

354,166/

211,667

0/0

Chief Operating Officer and Executive Vice President of Business Services

Thomas Canfield

N/A

150,999/

272,001

0/0

General Counsel

Jose Gandullia

N/A

199,999/

207,501

0/0

General Manager — AT&T Peru

Carlos Fernandez

N/A

217,499/

195,001

0/0

General Manager — AT&T Chile

Long-Term Incentive Plan

See Stock Option Grants in 2002 chart on page 5 for awards made to each named executive officer during the year ended December 31, 2002 under our 2000 Long Term Incentive Plan.

In November 2000 we adopted a deferred compensation plan for various members of management that permits them to defer 10% to 80% of their cash compensation until the earlier of their termination of employment or the date on which they designated as a distribution date at the time they elected to make a deferral. The plan authorized the Company to make voluntary contributions to the plan on behalf of the participants, which amounts would have been subject to vesting. To date the Company has made no voluntary contributions. Deferrals made under the plan have been placed in a “rabbi trust” which is primarily invested in policies insuring the life of each participant. The investment income or losses on the investments options made by the participants are included in our consolidated statement of operations. To date we have included approximately $0.2 million of investment losses with respect to participants’ investment elections.

The plan entitled the participants to receive their entire vested amount in the plan upon termination of employment together with an additional amount calculated as a gross-up using the maximum corporate income tax rate (currently 35%). The amount of gross up (assuming a 35% corporate tax rate) was equal to 0.5384 multiplied by the participant’s account balance upon distribution.

During January 2003, all participants of the deferred compensation plan waived their rights to their additional amounts calculated as a gross-up in lieu of early termination of the plan. The plan was terminated in the first quarter of 2003.

Compensation of Directors

Non-employee directors receive an annual retainer of $25,000, payable on a quarterly basis in cash or in “deferred units.” Under the “deferred units” arrangement, a participant may elect to defer receipt of the annual retainer by written notice to us no later than six months before the date the annual retainer would otherwise be payable. Any deferred annual retainer will be deemed invested in a deferred unit account, which will initially be credited with a notional number of our shares of Class A common stock equal to the annual retainer so deferred divided by the fair market value per share on the date the annual retainer would otherwise

be payable. One additional deferred unit will be credited to the participant’s account for every five deferred units credited to such participant’s account. The participant will be immediately vested in the deferred units and will vest in the additional units six months after such additional units are credited to the account. If we pay dividends on outstanding shares, dividends will also be credited to accounts, in the form of additional units, as if units were outstanding shares. The participant will vest in dividend units at the same time as the underlying deferred units or additional units in respect of which such dividend units are paid.

In addition, non-employee directors who are also not employed by any affiliate will receive an annual retainer of $5,000 to serve as chair of a board committee, payable in cash on a quarterly basis. They also receive $1,000 per meeting for attendance as a committee member or $1,250 per meeting for attendance as a committee chairman.

On May 2, 2002, each such non-employee non-affiliate director was granted options to acquire 100,000 shares at a price per share of $1.245. These options will vest on May 2, 2003, subject to the director’s continued service on the board of directors.

Employment Contracts and Termination and Change of Control Arrangements

Patricio E. Northland, our Chairman of the board of directors and Chief Executive Officer, is party to a five-year employment agreement that will automatically renew in one-year increments starting in 2005, unless either party gives notice of intent not to renew within 90 days of the end of the initial term or additional term. Under this agreement, Mr. Northland is to receive an annual base salary, which is currently $595,000. Mr. Northland’s annual base salary may be increased each year as determined by our Compensation Committee. Mr. Northland is to receive an annual performance bonus that may range from 0% to 200% of base salary, with a target bonus of 100% of base salary, that is determined based upon the satisfaction of performance criteria established by the compensation committee of our board of directors. In addition, he is entitled to a retention bonus of up to $3,000,000 payable in six equal installments of $500,000 on each February 28, 2001, 2002 and 2003 and August 28, 2001, 2002 and 2003, provided he remains employed as of each such payment date. Mr. Northland is also entitled to a car allowance of $1,000 per month during his employment period. Under a separate agreement, he is entitled to an annual retention bonus of up to $750,000 plus a tax gross-up payment on that amount payable for a period of 4 years on September 2002, 2003, 2004 and 2005.

If we terminate Mr. Northland’s employment other than for “cause,” or if he terminates his employment for “good reason,” he will be entitled to severance of two times the amount of his annual base salary and target annual bonus plus a pro rata amount of the annual bonus for the year in which his employment is terminated. In addition, his retention bonus will be immediately payable, all stock options and restricted stock will vest and his unsecured loan in the amount of approximately $9.5 million will be forgiven. “Cause” includes certain actions or inactions of Mr. Northland’s that may be harmful to the Company, its affiliates or their respective businesses. “Good reason” includes, without Mr. Northland’s written consent, a diminution of his duties, responsibilities, salary or bonus, the relocation of his principal place of business from the metropolitan Washington, D.C. area, notice by us to terminate the automatic renewal of the agreement, and his failure to be elected to the board of directors as well as breach by the Company of any material term of Mr. Northland’s employment agreement.

Mr. Northland agreed not to compete against us during his employment and thereafter for two years. Upon a change of control of the Company, the retention bonus will be immediately payable and the options and restricted shares will immediately vest in full. If his change of control payments are subject to an excise tax, and the payments subject to the excise tax exceed 110% of the amount of payments that could be paid that would not give rise to the excise tax, he will be entitled to a “gross-up” payment in an amount sufficient to make him whole after the imposition of the excise tax.

Jose Gandullia entered into an employment contract, dated as of August 18, 2000, later revised June 2002, to serve as the General Manager of AT&T Peru, our subsidiary. The employment agreement is for an indefinite term; however, employment is at will and may be terminated by either party following a required 30-day notification period. Pursuant to this agreement, Mr. Gandullia is to receive an annual base salary, which is

currently $282,240, and a target annual performance bonus of 50% of base salary, determined based upon the satisfaction of performance criteria established by AT&T Peru’s board of directors. Each year Mr. Gandullia is entitled to receive two complementary annual payments as required by Peruvian labor laws in an amount equal to one month of base salary. If Mr. Gandullia terminates his employment for “good reason” or his employment is terminated “without cause”, he may be entitled to a severance payment in an amount equal to his annual base salary then in effect plus an amount equal to the greater of his bonus earned in the year his employment is terminated or the average of his bonus earned in the prior two years. Until Mr. Gandullia becomes eligible for comparable benefits from a subsequent employer, he, his wife, dependents and beneficiaries will continue to be eligible to participate in our medical, dental, disability, life and other welfare insurance plans for a period of 12 months following termination. Mr. Gandullia is subject to a 12-month non-competition and non-soliciting clause after his employment ends. Upon a change in control of the Company, any unvested options held by him will vest.

Carlos Fernandez, the General Manager of AT&T Chile, our subsidiary, entered into an employment contract with AT&T Chile in 2000. Mr. Fernandez’ employment contract has an initial term of five years and will automatically renew for one year thereafter provided that neither we nor Mr. Fernandez give notice of termination prior to 90 days prior to the end of the current term. Under his agreement, he is to receive an annual base salary, which is currently $247,520, and a target annual performance bonus of 50% of his annual base salary, determined based upon the satisfaction of performance criteria established by AT&T Chile. In addition, Mr. Fernandez was granted 100,000 options to purchase shares of our common stock. Half of these options vested in 2001, one-quarter vested in 2002 and one-quarter will vest in 2003. Mr. Fernandez is also entitled to a car allowance not to exceed approximately $7,316 per year. If we terminate Mr. Fernandez’ employment other than for “cause,” or if Mr. Fernandez terminates his employment for “good reason,” Mr. Fernandez may be entitled to severance in an amount equal to his annual base salary then in effect, the highest of the bonus earned in the year of termination or the average paid to the executive in the two previous years. Until Mr. Fernandez becomes eligible for comparable benefits from a subsequent employer, he, his wife, dependents and beneficiaries will continue to be eligible to participate in our medical, dental, disability, life and other welfare insurance plans for a period of 12 months following termination. Mr. Fernandez is subject to a 12-month non-competition and non-solicitation clause when his employment ends. Upon a change in control of the Company, any unvested options held by him will vest.

Marco A. Northland, Chief Operating Officer and Executive Vice President of Business Services, entered into a two-year employment agreement, dated as of June 26, 2000, that automatically renews for an additional term unless either party gives notice of termination at least 90 days prior to the expiration of the current term. Under his employment agreement, Mr. Northland is entitled to receive an annual base salary, which is currently $325,000, and a target annual performance bonus of 50% of his base salary to be determined based upon the satisfaction of performance criteria established by our Chief Executive Officer or the compensation committee of our board of directors. In addition, Mr. Northland was granted 200,000 options to purchase shares of our common stock. Half of these options vested in 2001, one-quarter vested in 2002 and one-quarter will vest in 2003. Under his employment agreement, Mr. Northland is entitled to a car allowance of $400 per month. If Mr. Northland’s employment is terminated other than for “cause,” or he terminates employment for “good reason,” Mr. Northland may be entitled to a severance payment equal to his annual base salary (as then in effect). He will also be entitled to the greater of his target bonus for the year in which the termination occurs or the average of his actual annual bonus paid with respect to the two years preceding the year in which the termination occurs. He will also be entitled to a pro rata portion of the annual bonus paid for the year in which termination of his employment occurs. Until Mr. Northland becomes eligible for comparable benefits from a subsequent employer, he, his wife, dependents and beneficiaries will continue to be eligible to participate in our medical, dental, disability, life and other welfare insurance plans for a period of 12 months following termination of his employment. Upon termination of employment, Mr. Northland will be subject to a 12-month non-competition and non-solicitation agreement. Upon a change in control of the Company, any unvested options or restricted stock held by him will vest.

Thomas C. Canfield, General Counsel and Secretary, has an employment agreement entered into in 2000 for an initial two year employment term. Mr. Canfield’s agreement automatically renews each year for an

additional year term unless we or Mr. Canfield give notice of termination at least 90 days before the end of the current term. Under this agreement, Mr. Canfield is entitled to receive an annual base salary, which is currently $299,936, and a target annual performance bonus of 50% of his base salary that is determined based upon the satisfaction of performance criteria established by our Chief Executive Officer or the compensation committee of our board of directors. Mr. Canfield was granted 200,000 options to purchase shares of our common stock. Half of these options vested in 2002 and the remaining portion will vest in quarter installments in 2003 and 2004. In the event of a change in control, all 200,000 options that were granted to him under his employment agreement will immediately vest. Mr. Canfield is also entitled to a car allowance of $400 per month during his employment. If we terminate Mr. Canfield’s employment other than for “cause,” or he terminates employment for “good reason,” he may be entitled to a severance payment equal to his annual base salary (as then in effect) and an amount equal to the greater of his target bonus for the year in which the termination occurs or the average of his actual annual bonus paid with respect to the two years preceding the year in which the termination occurs. He will also be entitled to a pro rata portion of the annual bonus paid for the year in which his employment was terminated. Until Mr. Canfield becomes eligible for comparable benefits from a subsequent employer, he, his wife, dependents and beneficiaries will continue to be eligible to participate in our medical, dental, disability, life and other welfare insurance plans for a period of 12 months following termination of his employment. Upon termination of his employment, Mr. Canfield will be subject to a 24-month non-competition and non-solicitation agreement. Upon a change in control of the Company, any unvested options or restricted stock held by him will vest.

Compensation Committee Interlocks and Insider Participation

During 2002:


	•	None of the members of the compensation committee was an officer (or former officer) or employee of AT&T Latin America Corp. or any of our subsidiaries or our controlling shareholder;

	•	None of the members of the compensation committee entered into (or agreed to enter into) any transaction or series of transactions with us or any of our subsidiaries or our controlling shareholder in which the amount involved exceeds $60,000;

	•	None of our executive officers served on the compensation committee (or another board committee with similar functions) of any entity where one of that entity’s executive officers served on our compensation committee;

	•	None of our executive officers was a director of another entity where one of that entity’s executive officers served on our compensation committee; and

	•	None of our executive officers served on the compensation committee (or another board committee with similar functions) of another entity where one of that entity’s executive officers served as a director on our Board of Directors.

Comparative Stock Performance Chart

The following stock performance chart compares the cumulative total stockholder return on shares of our Class A common stock since August 29, 2000 (when our Class A shares began trading) with the Nasdaq Composite Index and the Nasdaq Telecom Composite Index.

Explanation

The graph assumes $100 was invested on August 29, 2000 in our shares of Class A common stock, the Nasdaq Composite Index and the Nasdaq Telecom Composite Index:

LOGO


			Nasdaq Stock Market		Nasdaq
	AT&T Latin America Corp.		(U.S.)		Telecommunications

8/00		100.00		100.00		100.00
9/00		48.56		89.72		90.87
12/00		15.83		60.08		57.84
3/01		14.57		44.83		50.97
6/01		28.66		52.84		42.28
9/01		10.13		36.66		35.16
12/01		6.79		47.66		38.72
3/02		8.63		45.16		27.57
6/02		3.11		35.99		16.63
9/02		4.14		28.88		15.27
12/02		1.21		32.95		17.84


ITEM 12.	*Security Ownership of Certain Beneficial Owners and Management and Other Related Stockholder Matters*

Ownership of Our Securities

The following table sets forth, as of March 31, 2003, information regarding the beneficial ownership of our common shares by:


	•	each person that is known by us to own beneficially more than five percent of our outstanding shares based upon filings pursuant to Section 13(d) or (g) under the Securities Exchange Act of 1934;

	•	each of our directors and named executive officers who own our shares; and

	•	all of our directors and executive officers as a group.

Percent of

Class A and B

Title of

Amount and Nature of

Common

Name and Address of Beneficial Owner (1)

Class

Beneficial Ownership (2)

Stock (3)

AT&T Corp.

73,081,595

(4)

60.4

AT&T Corp.

12,901,606

(4)

6.6

Patricio E. Northland

8,865,111

(5)

2.8

Lawrence E. Young

—

Marco A. Northland

556,682

(6)

Thomas C. Canfield

304,499

(7)

Jose Bravo

—

Joao A. Elek

46,332

(8)

Carlos Fernandez C.

257,499

(9)

Sergio Uribe

—

Jose Gandulia C.

239,999

(10)

A. Gary Ames

178,333

(11)

Richard K. Anderson

—

Edward A. Dwyer

—

R. Reed Harrison III

—

David C. Kleinman

493,333

(12)

John C. Petrillo

—

Geoffrey S. Webster

—

All directors and executive officers as a group

10,941,788

3.0


*	Less than 1%

(1)	The address of all persons set forth in the table is 2020 K Street N.W., Washington D.C., 20006 unless stated otherwise.

(2)	“Beneficial ownership” is a technical term broadly defined by the Securities and Exchange Commission to mean more than ownership in the usual sense. A person “beneficially owns” stock not only if he holds it directly, but also if he indirectly (through a relationship, position as a director or officer or trustee, or a contract or understanding) has or shares the power to vote the stock or the power to sell the stock, or has the right to acquire it within 60 days.

(3)	For purposes of this calculation we have assumed the following: i) all shares of Class B common stock have been converted into shares of Class A common stock, which may be done at any time at the election of the holder. AT&T Corp. indirectly owns 100% of our shares of Class B common stock, ii) the exercise by AT&T Corp. of 2,450,803 warrants to acquire shares of our Class A common stock at an exercise price of $0.01 per share, and iii) vested options are exercised only if the exercise prices are


		lower than current market price of our common stock and its dilutive effect is included in the numbers of shares outstanding using the treasury stock method.


(4)	Includes the shares owned by ATTLA Holding Corp., a wholly-owned subsidiary of AT&T Corp. The address of AT&T Corp. and ATTLA Holding Corp. is One AT&T Way, Bedminster New Jersey 07921-0752.

(5)	Includes 5,465,111 shares of our Class A common stock that may be purchased upon the exercise of outstanding stock options of which 2,947,333 are held by Northland Investments, LTD., which is also the beneficial owner of 600,000 shares of our Class A common stock.

(6)	Includes 410,832 shares of our Class A common stock that may be purchased upon the exercise of outstanding stock options.

(7)	Includes 254,499 shares of our Class A common stock that may be purchased upon the exercise of outstanding stock options.

(8)	Includes 46,332 shares of our Class A common stock that may be purchased upon the exercise of outstanding stock options.

(9)	Includes 257,499 shares of our Class A common stock that may be purchased upon the exercise of outstanding stock options.


(10)	Includes 239,999 shares of our Class A common stock that may be purchased upon the exercise of outstanding stock options.

(11)	Includes 5,000 shares held under the A. Gary and Barb Ames Living Trust. Includes 173,333 shares of our Class A common stock that may be purchased upon the exercise of outstanding stock options.

(12)	Includes 463,333 shares of our Class A common stock that may be purchased upon the exercise of outstanding stock options.

Ownership of AT&T Corp. Securities

The following table sets forth, as of March 31, 2003, information regarding the beneficial ownership of AT&T Corp. common stock by:


	•	each of AT&T Latin America’s directors, nominees for directors and named executive officers who own AT&T Corp. shares; and

	•	all of our directors and executive officers as a group.


	AT&T Corp.
	Common Stock
Name and Beneficial Owner	Number of Shares

A. Gary Ames		157,067	(1)
Edward M. Dwyer		78,050	(2)
R. Reed Harrison III		157,650	(3)
John C. Petrillo		513,546	(4)
Geoffrey Webster		7,967	(5)
Richard K. Anderson		131,166	(6)
All our directors and executive officers as a group		1,045,446

No beneficial owner listed in this table owns more than 1% of the class of securities presented nor do the directors and executive officers as a group.


(1)	Includes 157,067 shares that may be purchased upon the exercise of outstanding options.

(2)	Includes 77,267 shares that may be purchased upon the exercise of outstanding options.

(3)	Includes 135,294 shares that may be purchased upon the exercise of outstanding options. Also includes 6,375 Stock Fund Units in the AT&T Long Term Savings Plan and 185 shares in the Employee Stock Ownership Program.


(4)	Includes 487,864 shares that may be purchased upon the exercise of outstanding options.

(5)	Includes 5,467 shares that may be purchased upon the exercise of outstanding options.

(6)	Includes 118,010 shares that may be purchased upon the exercise of outstanding options.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information regarding our existing compensation plans under which equity securities are authorized for issuance as of December 31, 2002.

Number of securities

remaining available for

future issuance under

Number of securities to

Weighted-average

equity compensation

be issued upon exercise

exercise price of

plans (excluding

of outstanding options,

outstanding options,

securities reflected in

Plan Category

warrants, and rights

warrants and rights

column (a))

Equity compensation plans approved by security holders:

-2000 Long Term Incentive Plan

11,299,382

5.9553

3,530,811

-FirstCom LTIP

7,561,666

5.9747

—

Equity compensation plans not approved by security holders:

-Stock options issued in connection with settlement of certain claims

283,750

2.1095

—


ITEM 13.	*Certain Relationships and Related Transactions*

Relationship with AT&T Corp.

We have been informed that our majority shareholder, AT&T Corp., is seeking to disengage from its investment in our Company through sale or other disposition of its equity interest and debt position. As of December 31, 2002, AT&T Corp. owned directly or indirectly approximately 68.3% of the shares of capital stock, representing approximately 95.2% of the voting power and held approximately $903.7 million of our long-term debt and preferred stock, including accrued interest and preferred dividends. In January 2003, AT&T Corp. announced that it had reached a non-binding letter of intent to sell all of the Class A and Class B common stock of AT&T Latin America owned by it for a nominal price to Southern Cross LLC, a telecommunications and investment holding company. We also have received expressions of interest from a number of other qualified strategic and financial investors. We will continue to pursue all strategic options for the Company that serve our objective of maximizing value for our constituents.

If AT&T Corp. were no longer to hold a majority of the equity interest in the Company, we expect that certain brand, commercial and other contractual arrangements we have with AT&T Corp. will likely expire, be terminated or be phased out over time. These arrangements include:


	•	our regional vehicle agreement with AT&T Corp., which agreement establishes the territory in South America and the Caribbean in which we operate, the types of services we are permitted to provide or are restricted from providing, certain restrictions on AT&T Corp.’s ability to compete with us in our designated region and certain rights we have to acquire similar businesses in our region from AT&T Corp., in the event it acquires such businesses;

	•	our non-exclusive service mark license, which allows us to use the AT&T brand and logo in our operations and for our services, subject to certain qualifications as to service quality and requirements as to brand monitoring and management; and

	•	our joint sales initiative, which along with related arrangements provides for the compensation of the AT&T Corp. sales force for sales of our services to AT&T Corp. customers and for joint account planning with respect to such customers.

We expect that a sale or other disposal by AT&T Corp. of its investment in us, and the termination of these commercial arrangements will generally reduce the volume of customer referrals through AT&T Corp., and, at least in the short term, the number of direct relationships we have with AT&T Corp.’s global customers that we service in South America and internationally using our infrastructure. In addition, AT&T Corp. is deploying an enhanced global data network, known as the AGN, including in several South American cities, and we expect that some of these customers may choose to transition to the AT&T Corp. global network for a substantial portion of the international data services we currently provide. We are currently discussing with AT&T Corp. the terms of commercial transition arrangements and our future commercial relationship. Given our advanced regional network covering key South American business centers, our integrated regional platform, our high-quality services and our strong relationships with numerous customers that are also customers of AT&T Corp., we are working to maintain a collaborative and productive commercial relationship with AT&T Corp. At the same time, we believe that a disengagement by AT&T Corp. from its investment in us may open potential opportunities for us to strengthen relationships with other major international carriers and their customers, which opportunities are not fully available to us under our current business model and contractual restrictions with AT&T Corp.

Regional Vehicle Agreement with AT&T Corp.

We entered into a “regional vehicle agreement” with AT&T Corp. at the time of the FirstCom merger. This section describes the material terms of the regional vehicle agreement and related provisions of our certificate of incorporation. Some of the terms of the regional vehicle agreement relate to our relationship with Concert, AT&T Corp.’s global joint venture with British Telecom. In October 2001, AT&T announced that Concert would be unwound and that transaction was completed in February 2002.

If AT&T disengages from its equity interest in us, we believe that the regional vehicle agreement will be terminated.


	*Purpose.*

The parties defined the overall scope and nature of our operations in the regional vehicle agreement as well as in our certificate of incorporation.


	*Scope.*

The regional vehicle agreement and the certificate of incorporation define:


	•	where we may operate;

	•	what communications services we may provide and, in some cases, to whom those services may be provided; and

	•	the conditions under which AT&T Corp. and its affiliates may compete with us.


	*Term.*

The regional vehicle agreement has an indefinite term and in general will terminate only by mutual agreement of AT&T Corp. and us. However, AT&T Corp. may terminate the regional vehicle agreement at any time after the termination of our service mark license agreement with AT&T Corp., which license agreement governs our use of the AT&T service mark and logo in our business. We have been informed by AT&T Corp. that it intends to terminate the regional vehicle agreement if the service mark license is terminated.

Our Region

Our certificate of incorporation permits us to operate only in the countries of South America and the Caribbean, plus Panama but excluding Cuba. In addition, the regional vehicle agreement restricts us from operating in Venezuela.

Our Services

Our certificate of incorporation limits our business generally to the provision of telecommunications services. Following is a description of the services that we are permitted to provide under the regional vehicle agreement, as well as limitations on our services:

Permitted Services. We may provide the following services:


	•	long distance;

	•	1-800/toll-free;

	•	local voice delivered through fixed lines;

	•	Internet access;

	•	e-commerce or electronic commerce;

	•	fixed wireless for network connections;

	•	video conferencing;

	•	web hosting, which involves providing or managing equipment to operate an Internet web site;

	•	voice over Internet Protocol, which involves the transmission of voice over an inter-networking standard that enables communication across the Internet regardless of the hardware or software used;

	•	AT&T calling card services, and AT&T Direct® services, which allow callers to access AT&T networks from points throughout the world;

	•	dedicated line services, which involve the leasing of network lines expressly for connecting two or more users. These dedicated lines establish a permanent circuit dedicated solely to the use of the particular customer;

	•	switched digital services, which allow users to establish end-to-end digital connections over shared facilities on an as-needed basis, similar in concept to making a telephone call; and

	•	virtual network services, which involve a connection of customer networks to an operator’s network to create an overall capability for voice and data services that acts functionally like a network owned or operated exclusively by that customer.

We may also provide data services using the following protocols for transmitting data over a communications network:


	•	packet X.25, an older protocol designed for transmitting data files in pieces or “packets” over analog communications networks that were originally designed for voice traffic;

	•	frame relay, a newer protocol designed for transmission of data over digital networks in packets of varying length; and

	•	ATM, or asynchronous transfer mode, an even newer protocol, designed for transmitting data in fixed-size packets or “cells” to enable networks to accommodate many different transmission systems and permit transmission of a mix of voice, data and video.

Prohibited Services. The regional vehicle agreement limits our ability to provide some services. We may not provide:


	•	mobile wireless/personal communications services;

	•	cable telephone or cable services, which include telephone, data and video services, as well as Internet access, delivered through networks typically used to deliver cable television; or


	•	cross-border transport services between two or more countries to international carriers and select services involving the arrangement, management and delivery of termination of international communications traffic.

In addition, we may not provide solutions services, such as outsourcing professional services and systems integration. Outsourcing professional services include:


	•	providing professional services relating to network architecture validation, implementation, operations and life cycle management, which include confirming that a network’s design works efficiently, installing and testing network equipment and managing the need for change to the network;

	•	business process consulting and migration planning and implementation, which include planning to ensure that a customer’s network properly supports the customer’s objectives and planning for and implementing changes to that network; and

	•	ownership and acquisition of assets from and on behalf of customers related to providing outsourcing professional services.

Systems integration involves:


	•	advising clients how best to use information technology to achieve their ends and to reengineer business processes to make organizations work more effectively;

	•	specifying, designing or building integrated business systems for or on behalf of clients;

	•	managing the change to those systems for or on behalf of clients;

	•	supporting, maintaining, enhancing, operating or further developing those systems for or on behalf of clients, providing program or project management and integration of customer-defined individual customer solutions; and

	•	providing other related services required or requested by clients in connection with the services listed above.

Systems integration services do not include the underlying capability to provide services.

Managed Network Services. Although we may not provide solutions services, we may provide managed network services to companies other than multinational corporations reserved for the Concert global venture between AT&T Corp. and British Telecom. Managed network services include providing:


	•	services to a customer that consist solely of providing and maintaining the elements of a customer’s wide area communications network, which is a network connecting two or more customer sites, each of which may operate an internal local area network;

	•	services to the extent relating to a customer’s wide area communications network, directly related planning, design, installation, maintenance and ongoing support functions; and

	•	equipment on the customers’ premises at the interface between a wide area communications network and the remainder of the customer’s networking environment insofar as that equipment facilitates:


	—	the maintenance of the customer’s wide area communication services;

	—	the recording of performance data with respect to the customer’s wide area communications services;

	—	the provisioning of new wide area communications services to the customer or changes in the parameters of these services; or

	—	the integration of multiple wide area communications services, excluding in the case of the first two items listed in this paragraph any such service or equipment that materially extends services beyond the interface described above further into the customer’s non-wide area communications network.

We do not believe that this restriction on our providing managed network services to multinational customers reserved for Concert will materially affect our ability to implement our growth strategy, especially in light of Concert’s dissolution.

To the extent we provide services under the AT&T Latin America brand or other AT&T Corp. brands, there are service limitations in the service mark license agreement with AT&T Corp., which are described below.

Competition by AT&T Corp.

The regional vehicle agreement limits the ability of AT&T Corp. and its subsidiaries to compete with us. It also places obligations on AT&T Corp. if it acquires our competitors with specific characteristics, as described below.

The limitations on competition and the obligations of AT&T Corp. relating to the acquisitions of competitors discussed below do not apply to Concert or companies related to the AT&T Global Network Services companies, AT&T Corp.’s Liberty Media group, now spun-off, or AT&T Corp.’s acquisition of MediaOne, now part of AT&T Broadband, or to any person in which any of those companies has an equity interest.

In addition, restrictions relating to competition with us do not apply to:


	•	services using assets owned or controlled by the AT&T Global Network Services companies; or

	•	services provided by AT&T Corp. or its subsidiaries in connection with providing managed network services or outsourcing professional services.

Outsourcing professional services include the provision of professional services relating to network architecture validation, implementation, operations and life cycle management. These services include business process consulting, migration planning and implementation, but not managed network services. Outsourcing professional services also include the ownership and acquisition of assets from and on behalf of customers related to the provision of outsourcing professional services.

In 2002, AT&T Corp. informed us that it would deploy the South American portion of its global network through its existing AT&T Global Network Services companies. This deployment will enable AT&T Corp. to compete with us in providing international services to primarily MNC customers.

Competitive Services. Except as described above, AT&T Corp. and its existing subsidiaries may not offer customers a number of services in our region unless they are obtained from us. These services include:


	•	long distance;

	•	1-800/toll-free;

	•	local voice delivered through fixed lines;

	•	Internet access;

	•	dedicated line services, which involve the leasing of network lines expressly for connecting two or more users. These dedicated lines establish a permanent circuit dedicated solely to the use of the particular customer;

	•	switched digital services, which allow users to establish end-to-end digital connections over shared facilities on an as-needed basis, similar in concept to making a telephone call; and

	•	virtual network services, which involve a connection of customer networks to an operator’s network to create an overall capability for voice and data services that acts functionally like a network owned or operated exclusively by that customer.

These services also include data services using the following protocols for transmitting data over a communications network:


	•	packet X.25, an older protocol designed for transmitting data files in pieces or “packets” over analog communications networks that were originally designed for voice traffic;

	•	frame relay, a newer protocol designed for transmission of data over digital in packets of varying length; and

	•	ATM, or asynchronous transfer mode, an even newer protocol designed for transmission of data in fixed-size packets or “cells” that enable networks to accommodate many different transmission systems and permit transmission of a mix of voice, data and video.

Regional Acquisitions. AT&T Corp. and its subsidiaries may acquire our competitors. However, except as described below, if that competitor earned more than half of its revenues in the previous fiscal year in our region of operations from the services described under the above heading “Competitive Services”, AT&T Corp. or its relevant subsidiary would be required either to:


	•	cause that competitor to cease offering those services; or

	•	offer to sell to us for cash at fair market value the portion of the competitor’s business that primarily relates to those services in our region of operations.

Service Mark License Agreement with AT&T Corp.

AT&T Corp. has entered into a service mark license agreement with us that became effective when the FirstCom merger was completed.

Service Mark License Agreement with AT&T Corp. Our service mark license agreement with AT&T Corp. provides for AT&T Corp. to license service marks, including “AT&T” and the AT&T with a fanciful globe design mark, to us for our use. We may also use the “AT&T” mark as part of our trade and corporate names so long as at least half of the licensed services meet service specifications provided by AT&T Corp. We may not use any mark other than a mark licensed by AT&T Corp. for the services described under the heading “Services” above without AT&T Corp.’s consent.

During the term of the service mark license agreement, we are obligated to pay a fee to AT&T Corp. every six months equal to the greater of $2.5 million and a designated percentage of our gross revenues, currently 3.25%. The fee is creditable against certain specified brand management and service marketing expenses we incur in our local operations. For the years ended December 31, 2002, 2001 and 2000, we expensed approximately $5.6 million, $6.1 million and $1.7 million, respectively, related to this service mark license agreement fee.

The initial term of the license ends on August 28, 2005. The agreement will automatically renew for an additional five years if we are not in material default under or breach of the license agreement. AT&T Corp. may terminate the license prior to the end of its scheduled term in the event of non-payment by us, if AT&T Corp. no longer owns shares having voting control of our Company or if we misuse the marks or otherwise materially breach our obligations under the service mark license agreement and are not able to correct the breach in a timely fashion.

If AT&T Corp. were no longer to hold a majority of the equity interest in the Company, we expect that the service mark license would be terminated or phased out over time.

AT&T Financing

During the first quarter of 2002, we signed an agreement with AT&T Corp. for the restructuring of the financing provided under the $100.0 million and $200.0 million credit facilities as well as $98.0 million provided under demand notes. The restructuring provided additional borrowings of $150.0 million, which included the refinancing of $87.0 million available via demand notes as of December 31, 2001 (of which $77.8 million was outstanding) and additional financing of up to $63.0 million. The restructuring and

additional financing became effective concurrently with the senior secured vendor financing on March 27, 2002. While the senior secured vendor financing is outstanding, we are entitled to defer payment of all accrued and future interest through the maturity date of the loans of October 2008, and we are also entitled to defer payment of accrued and future dividends on the Mandatorily Redeemable 15% Series B Cumulative Preferred Stock through that date. At December 31, 2002 we have capitalized deferred interest of $100.0 million as part of the debt.

As part of the restructuring, we issued to AT&T Corp. warrants to acquire approximately 4.9 million shares of our Class A common stock. Half of these warrants are exercisable at a price of $8.00 per share and the other half, are exercisable at a price of $0.01 per share. The warrants are exercisable immediately.

Services with AT&T Corp.

The services we purchase from AT&T Corp. include operations support systems consulting services, employee secondment and telecommunications services related to our delivery of managed internet, calling card and long distance services as well as customer care and network support. In addition, AT&T’s AGNS division also provides connectivity and remote access to us in Argentina, Chile, Colombia, Peru and U.S. In 2002 these services totaled approximately $9.8 million. In Peru and Argentina, AT&T also provided us calling card services totaling approximately $82,000 in 2002. During April 2002, Concert, the AT&T Corp. and British Telecom plc Global Venture was unwound. Any arrangements entered into with Concert were succeeded by arrangements with AT&T Corp. The amounts for services provided by Concert are included in the totals above.

We are also party to a space license agreement with AT&T for the provision to us of space and power for our telecommunications equipment located in our U.S. point of presence. In 2002 AT&T charged us approximately $92,000 for these services.

We provided connectivity and private line and other data services (in some cases for resale) to AT&T (primarily its AGNS division) in Argentina, Brazil, Chile, Colombia and Peru of approximately $7.2 million in 2002. In addition, AT&T’s AGNS division rents space from us in Argentina, Brazil (we began renting space in Brazil in March 2002) and Peru. Total rent was approximately $272,000 for 2002.

Stockholder Loan

We have loaned approximately $9.5 million to Mr. Patricio Northland, our Chief Executive Officer in connection with the refinancing of a loan extended initially by FirstCom to finance his purchase of 800,000 restricted common shares of FirstCom Corporation prior to the FirstCom merger. The loan is secured by the 800,000 shares of AT&T Latin America Class A common stock received by Mr. Northland and bears interest at an annual rate of 5.41%. The principal and all accrued interest are due on March 1, 2010. The loan becomes due and payable in the event that Mr. Northland’s employment is terminated for “cause” or if Mr. Northland leaves us for other than “good reason” as such terms are defined in his employment agreement. The loan will be forgiven in the event that Mr. Northland’s employment is terminated for other than “cause” or if Mr. Northland leaves us for “good reason” as such terms are defined in his employment agreement. After evaluating the value of our shares securing the loan, we believe that we may not be able to recover the amounts due under this loan. Consequently we have established a full allowance for the amount of $10.4 million in 2002; however, the Company has not relinquished any contractual rights it may have with respect to this loan.

Relationship with Chief Financial Officer

Lawrence E. Young, Chief Financial Officer, is a Senior Associate at AlixPartners, LLC. Mr. Young was appointed Chief Financial Officer of AT&T Latin America Corp. in December 2002 when we entered into an agreement with AP Services, LLC (“AP Services”), an affiliate of AlixPartners, LLC, to provide temporary employment services and to otherwise assist us in our restructuring efforts. Under this agreement, AP Services has provided a Chief Financial Officer, a Chief Restructuring Officer and other professional personnel to assist the Company in a range of financial and managerial assignments, including assistance under our current

proceedings under Chapter 11 of the U.S. Federal Bankruptcy Code. AP Services bills for its services based on agreed-upon hourly rates. In addition, AP Services is entitled under its agreement with the Company to certain success fees as follows: 1) a $1.0 million contingent fee upon the successful restructuring of the Company as defined in the agreement with AP Services, 2) $0.3 million in the event the Company raises new capital or is sold to a strategic investor, and 3) a success fee based on a two-tier agreed-upon percentage on the cumulative cash savings and EBITDA improvements, as defined in the agreement with the Company. Through December 31, 2002 we paid AP Services $0.5 million. For the period from January 1, 2003 through April 24, 2003 we have paid AP Services $2.5 million, including $0.5 million of the $1.0 million contingent fee described above.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington D.C., on April 29, 2003.


	AT&T Latin America Corp.


	By:	/s/ PATRICIO E. NORTHLAND _______________________________________ Name: Patricio E. Northland* Title: Director, President and CEO (Principal Executive Officer)

	By:	/s/ LAWRENCE E. YOUNG _______________________________________ Name: Lawrence E. Young Title: Chief Financial Officer (Principal Financial and Accounting Officer)


*	As President and CEO, as Director and as attorney-in-fact for Messrs. Ames, Anderson, Dwyer, Harrison, Kleinman, Petrillo, and Webster.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Patricio E. Northland, certify that:


	(1)	I have reviewed this amendment to the Annual Report on Form 10-K/ A for AT&T Latin America Corp.;

	(2)	Based on my knowledge, this amendment to the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

	(3)	Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report, as amended;

	(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


	(a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	(b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the report (“Evaluation Date”); and

	(c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


	(5)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):


	(a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and


	(6)	The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses

April 29, 2003

/s/ PATRICIO E. NORTHLAND

Patricio E. Northland

Chief Executive Officer and President

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Lawrence E. Young, certify that:


	(1)	I have reviewed this amendment to the Annual Report on Form 10-K/ A for AT&T Latin America Corp.;

	(2)	Based on my knowledge, this amendment to the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

	(3)	Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report, as amended;

	(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


	(a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	(b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the report (“Evaluation Date”); and

	(c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


	(5)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):


	(a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and


	(6)	The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses

April 29, 2003

/s/ LAWRENCE E. YOUNG

Lawrence E. Young

Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes, constitutes and appoints Patricio E. Northland and Lawrence Young or any of them, as such person’s attorney-in-fact, with full power of substitution and resubstitution, to sign and file on such person’s behalf individually and in each capacity stated below AT&T Latin America’s Annual Report on Form 10-K, any and all amendments to this report, as fully as such person could do in person, hereby ratifying and confirming all that such attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Each of the undersigned has signed this power of attorney as of this 28th day of March 2003.


	/s/ PATRICIO E. NORTHLAND

	Patricio E. Northland
	Chairman, President and CEO
	(Principal Executive Officer)

	/s/ LAWRENCE E. YOUNG

	Lawrence E. Young
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

	/s/ A. GARY AMES

	A. Gary Ames
	Director

	/s/ RICHARD K. ANDERSON

	Richard K. Anderson
	Director

	/s/ EDWARD A. DWYER

	Edward A. Dwyer
	Director

	/s/ R. REED HARRISON III

	R. Reed Harrison
	Director

	/s/ DAVID C. KLEINMAN

	David C. Kleinman
	Director

	/s/ JOHN C. PETRILLO

	John C. Petrillo
	Director

	/s/ GEOFFREY S. WEBSTER

	Geoffrey S. Webster
	Director

AT&T LATIN AMERICA CORP 10-K/A