SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------

FORM 10-Q

|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Quarterly Period Ended October 31, 2001

|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

Commission File Number: 0-27898

----------------------

IDT CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware 22-3415036
-------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

520 Broad Street, Newark, New Jersey 07102
- --------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)

(973) 438-1000
----------------------------------------------
(Registrant's telephone number, including area code)

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 |_|

Common Stock, $.01 par value - 23,304,003 shares as of December 13, 2001
Class A common stock, $.01 par value - 9,816,988 shares as of December 13, 2001
Class B common stock, $.01 par value - 47,525,841 shares as of December 13, 2001
As of December 13, 2001, 5,419,963 shares of common stock
and 4,019,163 shares of Class B common stock were held by IDT Telecom, Inc.
(Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date)

IDT CORPORATION

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION................................................................... 3

Item 1. Financial Statements (Unaudited)..................................................... 3

Condensed Consolidated Balance Sheets as of October 31, 2001 and July 31, 2001....... 3
Condensed Consolidated Statements of Operations for the three months ended October
31, 2001 and 2000.................................................................... 4
Condensed Consolidated Statements of Cash Flows for the three months ended October
31, 2001 and 2000.................................................................... 5
Notes to Condensed Consolidated Financial Statements................................. 6

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................................ 10

Item 3. Quantitative and Qualitative Disclosures About Market Risks.......................... 16

PART II. OTHER INFORMATION........................................................................ 17

Item 1. Legal Proceedings.................................................................... 17

Item 2. Changes in Securities and Use of Proceeds............................................ 17

Item 3. Defaults Upon Senior Securities...................................................... 17

Item 4. Submission of Matters to a Vote of Security Holders.................................. 17

Item 5. Other Information.................................................................... 17

Item 6. Exhibits and Reports on Form 8-K..................................................... 17

SIGNATURES ........................................................................................ 20

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

IDT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

October 31, 2001 July 31, 2001
---------------- -------------

(Unaudited) (Note 1)
Assets
Current assets:
Cash and cash equivalents ....................................................... $ 1,044,025 $ 1,091,071
Marketable securities ........................................................... 8,541 3,489
Trade accounts receivable, net of allowance for doubtful accounts of
approximately $27,449 at October 31, 2001 and $22,508 at July 31, 2001 ....... 109,218 116,759
Other current assets ............................................................ 32,652 32,413
----------- -----------
Total current assets .......................................................... 1,194,436 1,243,732
Property, plant and equipment, net ............................................... 228,371 224,042
Goodwill and other intangibles, net .............................................. 31,527 197,804
Investments ...................................................................... 79,683 60,732
Other assets ..................................................................... 145,026 155,279
----------- -----------
Total assets .................................................................. $ 1,679,043 $ 1,881,589
=========== ===========

Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable ......................................................... $ 135,040 $ 163,313
Accrued expenses ............................................................... 49,110 54,893
Deferred revenue ............................................................... 87,687 71,387
Notes payable--current portion ................................................. 54 2,657
Capital lease obligations--current portion ..................................... 22,366 18,270
Other current liabilities ...................................................... 21,824 17,819
----------- -----------
Total current liabilities ..................................................... 316,081 328,339
Deferred tax liabilities ........................................................ 380,764 390,914
Notes payable--long-term portion ................................................ 403 380
Capital lease obligations--long-term portion .................................... 54,100 49,799
Other liabilities ............................................................... 200 14,502
----------- -----------
Total liabilities ............................................................. 751,548 783,934

Minority interest ............................................................... 24,385 21,419

Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; authorized shares--10,000,000; no shares
issued ....................................................................... -- --
Common stock, $.01 par value; authorized shares--100,000,000; 17,840,090
and 22,791,789 shares issued and outstanding at October 31, 2001 and
July 31, 2001, respectively .................................................. 178 228
Class A common stock, $.01 par value; authorized shares--35,000,000;
9,816,988 shares issued and outstanding at October 31, 2001 and
July 31, 2001, respectively .................................................. 98 98
Class B common stock, $.01 par value; authorized shares--100,000,000;
43,261,526 and 39,291,411 shares issued and outstanding at October 31,
2001 and July 31, 2001, respectively ......................................... 433 393
Additional paid-in capital ...................................................... 496,082 494,093
Treasury stock, at cost ......................................................... (153,375) (138,087)
Accumulated other comprehensive income .......................................... (4,077) (2,575)
Retained earnings ............................................................... 563,771 722,086
----------- -----------
Total stockholders' equity .................................................... 903,110 1,076,236
----------- -----------
Total liabilities and stockholders' equity .................................... $ 1,679,043 $ 1,881,589
=========== ===========

See notes to condensed consolidated financial statements.

IDT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

Three months ended October 31,
--------------------------------
2001 2000
----------- ------------

Revenues ..................................................................... $ 339,209 $ 276,597

Costs and expenses:
Direct cost of revenues .................................................... 266,607 238,619
Selling, general and administrative ........................................ 67,141 83,382
Depreciation and amortization .............................................. 15,245 14,666
Impairment charges ......................................................... 2,781 --
----------- -----------

Total costs and expenses ..................................................... 351,774 336,667
----------- -----------
Loss from operations ......................................................... (12,565) (60,070)

Interest income, net ......................................................... 8,813 13,415

Other income (expense) ....................................................... (19,750) 1,313,604
----------- -----------
Income (loss) before income taxes, minority
interest and cumulative effect of accounting
change ..................................................................... (23,502) 1,266,949

Provision for (benefit from) income taxes .................................... (18,222) 396,458
Minority interest expense .................................................... 6,052 923
----------- -----------

Income (loss) before cumulative effect of accounting
change ....................................................................... (11,332) 869,568

Cumulative effect of accounting change, net of
income taxes ............................................................... (146,983) --
----------- -----------

Net income (loss) ............................................................ $ (158,315) $ 869,568
=========== ===========
Earnings per share:
Income (loss) before cumulative effect of accounting change:
Basic ...................................................................... $ (0.16) $ 12.43
Diluted .................................................................... $ (0.16) $ 11.27
Cumulative effect of accounting change, net of income taxes:
Basic ...................................................................... $ (2.06) $ --
Diluted .................................................................... $ (2.06) $ --
Net income (loss):
Basic ...................................................................... $ (2.22) $ 12.43
Diluted .................................................................... $ (2.22) $ 11.27

Weighted-average number of shares used in
calculation of earnings per share - basic .................................. 71,409 69,931
=========== ===========
Weighted-average number of shares used in
calculation of earnings per share - diluted ................................ 71,409 77,185
=========== ===========

See notes to condensed consolidated financial statements.

IDT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

Three months ended October 31,
--------------------------------
2001 2000
----------- -----------

Net cash provided by (used in) operating activities ................ $ 18,266 $ (31,183)

Investing activities
Purchases of property, plant and equipment ......................... (10,922) (27,367)
Net (issuance) collection of notes receivable ...................... (2,638) 733
Net proceeds from sales of subsidiary stock ........................ -- 1,042,113
Acquisition ........................................................ (2,394) --
Purchases of investments, net ...................................... (18,889) (9,172)
Net (purchases) sales of marketable securities ..................... (5,489) 22,255
----------- -----------

Net cash (used in) provided by investing activities ................ (40,332) 1,028,562

Financing activities
Proceeds from exercise of stock options ............................ 1,418 1,747
Repayment of borrowings ............................................ (60) (9,060)
Repayment of capital lease obligations ............................. (4,891) (4,890)
Common stock repurchases ........................................... (15,302) (76,299)
Distributions to minority shareholder .............................. (6,145) (1,160)
----------- -----------

Net cash used in financing activities .............................. (24,980) (89,662)
----------- -----------

Net (decrease) increase in cash and cash equivalents ............... (47,046) 907,717

Cash and cash equivalents, beginning of period ..................... 1,091,071 162,879
----------- -----------

Cash and cash equivalents, end of period ........................... $ 1,044,025 $ 1,070,596
=========== ===========
Supplemental disclosures of cash flow information
Interest paid ...................................................... $ 1,495 $ 3,315
Income taxes paid .................................................. $ -- $ --

See notes to condensed consolidated financial statements.

IDT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of
IDT Corporation and its subsidiaries (collectively, the "Company" or "IDT") have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Certain reclassifications have been made to the prior year's
unaudited condensed consolidated financial statements to conform to the current
year's presentation. Operating results for the three-month period ended October
31, 2001 are not necessarily indicative of the results that may be expected for
the year ending July 31, 2002. The balance sheet at July 31, 2001 has been
derived from the audited financial statements at that date but does not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, please
refer to the consolidated financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the year ended July 31, 2001, as
filed with the Securities and Exchange Commission.

On May 4, 2001, the Company declared a stock dividend of one share of Class
B common stock for every one share of common stock, Class A common stock and
Class B common stock. The Company distributed the dividend shares on May 31,
2001. The stock dividend has been accounted for as a stock split and all
references to the number of common shares and per common share amounts for the
three months ended October 31, 2000 have been restated to give retroactive
effect to the stock dividend for all periods presented.

Note 2 - Business Segment Information

During Fiscal Year 2001, the Company concluded a restructuring that
transformed IDT Corporation into a holding company, with operations conducted
through two main subsidiaries: IDT Telecom, Inc. and IDT Ventures, Inc. The
Company's Wholesale Telecommunications Services and Retail Telecommunications
Services business segments are conducted through IDT Telecom, Inc. The Company's
former Internet Services business segment has been incorporated into the
Ventures business segment, which is conducted through IDT Ventures, Inc. As a
result of the restructuring, the Company also monitors separately its general
corporate expenses which are not allocated to the business segments. Prior
periods results have been reclassified to conform to the current period's
presentation. Operating results and other financial data presented for the
principal business segments of the Company are as follows (in thousands):

Wholesale Retail
Telecommunications Telecommunications
Services Services Ventures Corporate Total
------------------ ------------------- ---------- ---------- ----------

Three months ended October 31, 2001
Revenues .................................... $ 68,158 $ 265,337 $ 5,714 -- $ 339,209
========= ========= ========= ========= =========
Income (loss) from operations ............... $ (10,790) $ 10,908 $ (6,484) $ (6,199) $ (12,565)
========= ========= ========= ========= =========
Three months ended October 31, 2000
Revenues .................................... $ 110,768 $ 157,042 $ 8,787 -- $ 276,597
========= ========= ========= ========= =========
Income (loss) from operations ............... $ (14,891) $ (13,013) $ (24,864) $ (7,302) $ (60,070)
========= ========= ========= ========= =========

Note 3 - Property, Plant and Equipment

Property, plant and equipment consists of the following (in thousands):

October 31, 2001 July 31, 2001
---------------- ----------------

Equipment.............................................................. $ 279,231 $ 264,422
Computer software...................................................... 10,274 10,192
Leasehold improvements................................................. 25,491 21,603
Furniture and fixtures................................................. 11,693 11,120
Land and building...................................................... 8,937 8,937
------------ ------------
335,626 316,274
Less: Accumulated depreciation and amortization........................ (107,255) (92,232)
------------ ------------
Property, plant and equipment, net..................................... $ 228,371 $ 224,042
============ ============

IDT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

During the three months ended October 31, 2001, the Company recorded an
impairment charge of $2.8 million, primarily resulting from the write-down of
certain decommissioned European telecommunications switch equipment.

Note 4 - Other Comprehensive Income

Other comprehensive loss of $1.5 million and other comprehensive income of
$47.2 million were recorded for the three month periods ended October 31, 2001
and October 31, 2000, respectively, consisting primarily of unrealized
gain/losses in the fair market value of marketable securities, and the net loss
from currency translation adjustments primarily associated with the Company's
European subsidiaries.

Note 5 - NTOP Holdings, LLC

On October 23, 2001, IDT entered into an agreement to lead a consortium
that would concentrate ownership of approximately 50% (64% of the voting power)
of Net2Phone, Inc. ("Net2Phone"). The consortium consists of IDT, Liberty Media
Corporation ("Liberty"), and AT&T Corporation ("AT&T"), resulting in significant
economic stakes in Net2Phone for all three parties. As part of the agreement,
IDT and AT&T contributed their shares of Net2Phone (approximately 10.0 million
and 18.9 million shares, respectively) to a newly formed limited liability
company, NTOP Holdings, LLC ("LLC"). Liberty then acquired a substantial portion
of the LLC's units from AT&T, while IDT increased its stake and AT&T retained a
significant interest. The LLC now holds an aggregate of 28.9 million shares of
Net2Phone's Class A common stock. IDT holds the controlling membership interest
in the LLC and is the managing member of the LLC. The Company accounts for its
investment in the LLC using the equity method since its control in the LLC is
deemed to be temporary due to unilateral liquidation rights held by each of the
LLC members.

In March 2001, the Company exercised an option to sell to AT&T
approximately 2.0 million shares of its Class B common stock for approximately
$75.0 million. In conjunction with the formation of the consortium, IDT
guaranteed to AT&T the value of approximately 1.4 million shares of IDT Class B
common stock still being retained by AT&T. If the value of IDT Class B common
stock is less than $27.5 million on October 19, 2002, and AT&T or an affiliate
retains all the shares through such date, then IDT will be obligated to pay AT&T
the difference with cash, additional shares of IDT Class B common stock or a
combination of both, at the option of IDT. In connection with this obligation,
the Company recorded a charge of $14.0 million during the first quarter of
Fiscal Year 2002, reflected in "other income (expense)." The Company is subject
to additional charges through October 19, 2002 based on changes in the market
value of IDT Class B common stock.

Note 6 - Cumulative effect of Accounting Change

In June 2001, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 142, Goodwill and Other Intangible Assets, effective for fiscal
years beginning after December 15, 2001, with early adoption permitted for
companies with fiscal years beginning after March 15, 2001. Under the new rules,
goodwill and intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual impairment tests in accordance with the
Statement. Other intangible assets will continue to be amortized over their
useful lives.

The Company has chosen to early adopt the new rules on accounting for
goodwill and other intangible assets and apply them beginning in the first
quarter of Fiscal Year 2002. As such, the Company performed the required
impairment tests of goodwill as of August 1, 2001, and as a result, the Company
recorded an impairment charge of $147.0 million net of tax. The impairment
charge was recorded as a cumulative effect adjustment of a change in accounting
principle.

IDT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Note 7 - Legal Proceedings and Contingencies

IDT filed a Complaint with the United States District Court for the
District of New Jersey on January 29, 2001, against Telefonica S.A., Terra
Networks, S.A., Terra Networks, U.S.A., Inc. and Lycos, Inc. The Complaint
asserts claims against the defendants for, among other things, breaches of
various contracts, breach of fiduciary duty, securities violations, fraudulent
misrepresentation, negligent misrepresentation, fraudulent concealment and
tortious interference with prospective economic advantage. The defendants have
been served with the Complaint. IDT has filed an Amended Complaint and the
defendants have filed an answer to the Amended Complaint. Terra Networks, S.A.
has filed a Counterclaim for breach of contract alleging that IDT was required
to pay to Terra Networks, S.A. $3.0 million, and that IDT has allegedly failed
to do so. The defendants have filed a Motion to Dismiss the Complaint. On
September 14, 2001, the Court issued an Order: (a) permitting IDT to take
discovery relevant to the subject of whether Telefonica S.A. is subject to
personal jurisdiction, (b) denying Telefonica S.A.'s motion to dismiss for lack
of personal jurisdiction without prejudice to Telefonica S.A.'s right to renew
the motion upon the completion of jurisdictional discovery, and (c) carrying on
the calendar defendants' motion to dismiss on non-jurisdictional grounds pending
the completion of jurisdictional discovery.

On May 25, 2001, IDT filed a Statement of Claim with the American
Arbitration Association naming Telefonica Internacional, S.A. ("Telefonica") as
the Respondent. The Statement of Claim asserts that IDT and Telefonica entered
into a Memorandum of Understanding ("MOU") that involved, among other things,
the construction and operation of a submarine cable network around South America
("SAm-I"). IDT is claiming, among other things, that Telefonica breached the MOU
by: (1) failing to negotiate SAm-I agreements; (2) refusing to comply with the
equity provisions of the MOU; (3) refusing to sell capacity and back-haul
capacity pursuant to the MOU; and (4) failing to follow through on the joint
venture. Telefonica has responded to IDT's Statement of Claim and has filed a
Statement of Counterclaim which alleges, inter alia: (1) Fraud in the
Inducement; (2) Tortious Interference with Prospective Business Relations; (3)
Breach of the Obligations of Good Faith and Fair Dealing; and (4) Declaratory
and Injunctive Relief. This action is currently in the early stages of
discovery.

The Company is subject to other legal proceedings and claims, which have
arisen in the ordinary course of its business and have not been finally
adjudicated. Although there can be no assurances in this regard, in the opinion
of the Company's management, such proceedings, as well as the aforementioned
actions, will not have a material adverse effect on results of operations or the
financial condition of the Company.

Note 8 - Stockholders' Equity

Stock Buyback Program

The Company's Board of Directors has authorized the repurchase of up to
25 million shares of its common stock. The Company repurchased approximately
1.4 million shares of its common stock, for an aggregate purchase price of
approximately $15.3 million, during the three months ended October 31, 2001.
Through October 31, 2001, the Company has repurchased an aggregate of 15.6
million shares of its common stock under the authorized stock buyback program,
of which approximately 6.2 million shares have been retired.

IDT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Liberty Conversion

Pursuant to a Lock-Up, Registration Rights and Exchange Agreement between
the Company and Liberty, on October 11, 2001 the Company issued to Liberty
3,810,265 shares of IDT Class B common stock in exchange for 3,728,949 shares of
IDT common stock. The exchange rate was based upon the relative average market
prices for the IDT Class B common stock and the IDT common stock during a
specified 30 trading day period.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the
accompanying condensed consolidated financial statements and the associated
notes thereto of this Quarterly Report, and the audited consolidated financial
statements and the notes thereto and our Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in our Annual Report on
Form 10-K for the year ended July 31, 2001, as filed with the Securities and
Exchange Commission.

Overview

General

IDT Corporation ("IDT") is a leading facilities-based emerging
multinational carrier that provides a broad range of telecommunications services
to retail and wholesale customers worldwide. During Fiscal Year 2001, we
concluded a restructuring that transformed IDT Corporation into a holding
company, with operations conducted through two main subsidiaries: IDT Telecom,
Inc. and IDT Ventures, Inc.

IDT's telecommunications services, conducted by its IDT Telecom, Inc.
subsidiary, consist of retail services, including prepaid and rechargeable
calling cards and domestic long distance services, as well as wholesale carrier
services. IDT delivers its telecommunications services over a high-quality
network consisting of over 150 switches in the U.S. and Europe and owned and
leased capacity on 14 undersea fiber-optic cables, connecting our U.S.
facilities with our international facilities and with the facilities of our
foreign partners in Europe, Latin America and Asia. We monitor our network 24
hours a day, seven days a week through an automated network operations center.
In addition, we obtain transmission capacity from other carriers. We deliver our
international traffic worldwide pursuant to our agreements with U.S.-based
carriers, 19 of the top 25 global carriers, and more than 20 of the companies
that are primarily responsible for providing telecommunications services in
particular countries (commonly referred to as "Post, Telephone and Telegraphs,"
or "PTTs").

IDT offers retail long distance services to over 340,000 individual and
business customers in the U.S. and worldwide. In addition, we have approximately
185 wholesale customers located in the U.S. and Europe.

Outlook

In recent years, we have derived the majority of our revenues from our core
telecommunications businesses, consisting primarily of retail prepaid calling
cards and wholesale carrier services. These businesses have accounted for the
bulk of our operating expenses as well.

We are also developing various new telecom, Internet, and broadcast media
related businesses. During the first quarter of Fiscal Year 2002, we incurred
approximately $6.5 million in development and marketing costs for these business
ventures, which provided us with revenues of approximately $5.7 million. We
anticipate that we will continue to incur significant costs related to these and
other new ventures. The timing and magnitude of any revenues and/or operating
profits to be realized from these new businesses remains uncertain.

Price competition in the prepaid calling card and wholesale carrier
businesses has led to significant pressures on these businesses' gross margins.
This environment has led some of our competitors to de-emphasize their prepaid
calling card and/or wholesale carrier operations in order to focus on higher
margin telecommunications businesses. This has helped us to gain some market
share, particularly in the retail calling card business, while experiencing a
lower average per-minute price realization. Although our telecom minutes-of-use
have been increasing strongly, due to market share gains in our retail calling
card markets and selected acquisitions of prepaid calling card assets and
businesses, our telecom revenues have increased at a much slower rate.

Historically, our core telecommunications revenues were evenly divided
between our retail calling card and wholesale carrier business lines. However,
in recent quarters, our revenue mix has dramatically shifted toward retail
business lines, reflecting the strong growth of our debit card business, aided
by the purchase of the calling card operations of PT-1, and our domestic long
distance business, while wholesale carrier revenues continue to decline due to a
shift in our wholesale customer base. We anticipate that this shift in revenue
mix will continue, with the majority of our telecommunications revenues being
derived from retail products and services.

Three Months Ended October 31, 2001 Compared to Three Months Ended October 31,
2000

Results of Operations

Revenue. Revenues increased 22.6%, from approximately $276.6 million for
the three months ended October 31, 2000 to approximately $339.2 million for the
three months ended October 31, 2001. Telecommunications revenues increased
24.5%, from approximately $267.8 million for the three months ended October 31,
2000 to approximately $333.5 million for the three months ended October 31,
2001. Revenues from Ventures businesses decreased 35.0%, from approximately $8.8
million for the three months ended October 31, 2000 to approximately $5.7
million for the three months ended October 31, 2001.

Our telecommunications revenues increased primarily as a result of an
approximately 81.8% growth in minutes of use (excluding minutes related to our
domestic long distance business) from approximately 1.38 billion for the three
months ended October 31, 2000 to approximately 2.51 billion for the three months
ended October 31, 2001. The increase in minutes was due to increased marketing
of our calling cards and the February 2001 acquisition of the prepaid calling
card operations of PT-1 Communications, Inc. ("PT-1"), which outweighed the
effects of lower wholesale carrier minutes. Our minutes of use grew at a faster
rate than did our telecom revenues, reflecting a decline in the average revenue
per minute. The average revenue per minute decreased during the three months
ended October 31, 2001, compared to the three months ended October 31, 2000,
despite the exit of several competitors from our core retail and wholesale
markets, due to the intensified price competition initiated by our remaining
competitors, as they attempt to defend their remaining share of the market. The
decline in wholesale carrier minutes resulted from a reduction in the number of
wholesale carrier services clients, reflecting an ongoing transition of our
wholesale customer base towards a smaller group of larger, more financially
stable customers. The decline in wholesale carrier minutes resulted in a
decrease in wholesale telecommunications revenues of 38.5%, from approximately
$110.8 million for the three months ended October 31, 2000 to approximately
$68.2 million for the three months ended October 31, 2001. As a percentage of
telecommunications revenues, wholesale telecommunications revenues decreased
from approximately 41.4% for the three months ended October 31, 2000 to
approximately 20.4% for the three months ended October 31, 2001.

Our revenue from retail telecommunications services increased 69.0%, from
approximately $157.0 million for the three months ended October 31, 2000 to
approximately $265.3 million for the three months ended October 31, 2001, as a
result of increased sales of IDT-branded calling cards, the February 2001
acquisition of the prepaid calling card operations of PT-1, and higher domestic
long distance revenues. As a percentage of overall telecommunications revenue,
retail telecommunications revenue increased from approximately 58.6% for the
three months ended October 31, 2000 to approximately 78.6% for the three months
ended October 31, 2001. Calling card sales increased 65.3%, from approximately
$146.6 million for the three months ended October 31, 2000, to approximately
$242.4 million for the three months ended October 31, 2001, aided in large part
by the acquisition of the calling card operations of PT-1, and by a continued
expansion of market share. We continued to take market share from competitors
who have scaled back their calling card operations or have left the market
entirely. Calling card sales as a percentage of retail telecommunications
services revenues decreased from 93.4% for the three months ended October 31,
2000 to 91.4% for the three months ended October 31, 2001, as revenues from
domestic long distance services grew at a faster rate than did calling card
revenues. Our revenues from domestic long distance services increased 154.9%,
from approximately $8.7 million for the three months ended October 31, 2000, to
approximately $22.2 million for the three months ended October 31, 2001. The
domestic long distance revenue gains are attributable to the full introduction
of our flat-rate, $0.05 a minute long distance calling plan, which was
accompanied by an aggressive marketing campaign, resulting in a significant
increase in the number of domestic long distance customers. Revenues from our
other retail businesses, consisting primarily of our call reorigination
services, amounted to $0.7 million for the three months ended October 31, 2001
versus $1.7 million for the three months ended October 31, 2000.

As a percentage of total revenues, Ventures businesses revenues decreased
to 1.7% for the three months ended October 31, 2001, from 3.2% for the three
months ended Oct. 31, 2000. The decrease in Ventures businesses revenues
reflects our gradual exit from the dial-up and DSL Internet access businesses.

Direct Cost of Revenues. Our direct cost of revenues increased by 11.7%,
from approximately $238.6 million for the three months ended October 31, 2000 to
approximately $266.6 million for the three months ended October 31, 2001. As a
percentage of total revenues, these costs decreased from 86.3% for the three
months ended October 31, 2000 to 78.5% for the three months ended October 31,
2001. The dollar increase is due primarily to increases in underlying carrier
and connectivity costs, as our telecommunications minutes of use grew
significantly. As a percentage of total revenues, the decrease in direct costs
reflects the higher gross margins experienced across all business lines,
reflecting continued operating efficiency gains, as well as a continued shift in
revenue mix towards higher-margin retail business lines.

Selling, General and Administrative. Selling, general and administrative
costs decreased 19.5%, from approximately $83.4 million for the three months
ended October 31, 2000 to approximately $67.1 million for the three months ended
October 31, 2001. As a percentage of total revenues, these costs decreased from
30.1% for the three months ended October 31, 2000 to 19.8% for the three months
ended October 31, 2001. Selling, general and administrative expenses from
telecommunications operations increased 5.8%, from $48.4 million for the three
months ended October 31, 2000 to $51.2 million for the three months ended
October 31, 2001. The increase in selling, general and administrative expenses
for our telecommunications operations is due to several factors, including
increased international calling card distribution costs, increased sales and
marketing efforts for our retail services, such as prepaid calling cards and
domestic long distance, as well as increased salaries, facilities costs and
professional fees related to the expansion of our infrastructure to facilitate
our current and anticipated future sales growth.

Included in selling, general and administrative costs for the three months
ended October 31, 2001 is approximately $10.4 million in selling, general and
administrative costs associated with our Ventures segment, compared to $28.5
million for the three months ended October 31, 2000. The decrease in selling,
general, and administrative costs in our Ventures businesses reflects the
implementation of stricter management controls over operating expenses, as well
as the restructuring of our Ventures business portfolio, with a shift from
highly speculative ventures to more stable, entrepreneurial businesses. We also
recorded approximately $5.5 million in general corporate expenses for the three
months ended October 31, 2001, compared to $6.5 million recorded in the same
period last year.

We anticipate that selling, general and administrative expenses will
increase in dollar terms in the future, and will continue to be equivalent to a
significant percentage to total revenues, as we expand both our core
telecommunications businesses and our new Ventures businesses. Over the next few
quarters, as we move our different Ventures businesses through their respective
development stages, we anticipate that selling, general and administrative
expenses for our Ventures division could exceed, in dollar terms, the revenues
generated from this division.

Depreciation and Amortization. Depreciation and amortization costs
increased 3.9%, from approximately $14.7 million for the three months ended
October 31, 2000 to approximately $15.2 million for the three months ended
October 31, 2001. As a percentage of revenues, these costs decreased from 5.3%
for the three months ended October 31, 2000 to 4.5% for the three months ended
October 31, 2001. These costs increased, in absolute dollar terms, primarily as
a result of our higher fixed asset base during the three months ended October
31, 2001 as compared with the three months ended October 31, 2000, reflecting
our efforts to expand our telecommunications network infrastructure and our
facilities. Partially offsetting the increase in depreciation expense is the
fact that we no longer amortize our goodwill as a result of the adoption, as
of August 1, 2001, of SFAS No. 142. Depreciation and amortization declined as a
percentage of revenues, as revenues for the three months ended October 31, 2001
increased at a faster rate than did depreciation charges. We anticipate that
depreciation expense will continue to increase as we continue to add to our
asset base, particularly in our telecommunications businesses, allowing us to
implement our growth strategy.

Impairment Charges. We recorded an impairment charge of $2.8 million during
the quarter ended October 31, 2001, primarily resulting from the write-down of
certain decommissioned European telecommunications switch equipment.

Loss from Operations. Our loss from operations was $12.6 million for the
three months ended October 31, 2001, compared to a loss from operations of $60.1
million for the three months ended October 31, 2000. Our telecommunications
businesses recorded income from operations of approximately $0.1 million for the
three months ended October 31, 2001, compared to a loss from operations of
approximately $27.9 million for the three months ended October 31, 2000, due to
the higher gross margins resulting from the revenue growth and the continued
operating efficiency gains, as described above. Loss from operations for our
Ventures segment for the three months ended October 31, 2001 was approximately
$6.5 million, compared to an operating loss of approximately $24.9 million for
the three months ended October 31, 2000, reflecting the implementation of
stricter management controls over operating expenses, as well as the
restructuring of our Ventures business portfolio, as described above. In
addition, the loss from operations included $6.2 million in general corporate
expenses.

Interest and other income (expense). Net interest and other income amounted
to an expense of approximately $10.9 million in the three months ended October
31, 2001, compared to income of $1,327.0 million in the same period last year.

Included in interest and other income for the three months ended October
31, 2001 were investment losses including losses of approximately $5.2 million
associated with recording our pro-rata share of Net2Phone's losses through the
equity method, and a charge of $14.0 million related to an obligation to
guarantee to AT&T the value of approximately 1.4 million shares of IDT Class B
common stock being retained by AT&T. Also included were net interest income and
other investment gains totaling $8.3 million.

Included in interest and other income for the three months ended October
31, 2000 is a realized gain of $999.6 million on our sale of 14.9 million shares
of Net2Phone Class A common stock to AT&T, $38.1 million in gains we recognized
in conjunction with Net2Phone's sale of newly issued shares to AT&T and
approximately $313.5 million in gains related to the settlement of our lawsuit
with TyCom Ltd. Partially offsetting this income was a recognized loss of
approximately $39.0 million related primarily to the sale of some of our Terra
Networks shares. Also included were net interest income and other investment
losses totaling $14.8 million.

Taxes. We recorded an income tax benefit of approximately $18.2 million for
the three months ended October 31, 2001, compared to an income tax expense of
approximately $396.5 million for the three months ended October 31, 2000.

Cumulative Effect of Accounting Change. In June 2001, the FASB issued SFAS
No. 142, Goodwill and Other Intangible Assets, effective for fiscal years
beginning after December 15, 2001, with early adoption permitted for companies
with fiscal years beginning after March 15, 2001. Under the new rules, goodwill
and intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual impairment tests in accordance with the
Statement. Other intangible assets will continue to be amortized over their
useful lives. We chose to early adopt the new rules on accounting for goodwill
and other intangible assets and to apply them effective with the beginning of
the first quarter of Fiscal Year 2002. In accordance with our adoption of these
rules, we performed the required impairment tests of goodwill as of August 1,
2001, and as a result, we recorded an impairment charge of $147.0 million net of
tax. The impairment charge was recorded as a cumulative effect adjustment of a
change in accounting principle.

Liquidity and Capital Resources

General

Historically, we have satisfied our cash requirements through a combination
of cash flow from operating activities, sales of equity and debt securities and
borrowings from third parties. Additionally, we received approximately $1.0
billion from the sale of Net2Phone Class A Common Stock to AT&T in August 2000.

As of October 31, 2001, we had cash, cash equivalents and marketable
securities of approximately $1.1 billion and working capital of approximately
$878.4 million. We generated positive cash flow from operating activities of
approximately $18.3 million during the three months ended October 31, 2001,
compared with negative cash flow from operating activities of approximately
$31.2 million during the three months ended October 31, 2000. Our cash flow from
operations varies significantly from quarter to quarter and from year to year,
depending on the timing of operating cash receipts and payments, especially
trade accounts receivable and accounts payable. Trade accounts receivable,
accounts payable and accrued expenses have generally increased from period to
period as our businesses have grown.

We continue to expand our international and domestic telecommunications
network infrastructure. Our capital expenditures were approximately $10.9
million for the three months ended October 31, 2001, compared to approximately
$27.4 million for the three months ended October 31, 2000. We anticipate making
significant capital expenditures over the remainder of Fiscal Year 2002 and
beyond, as we expand our telecommunications infrastructure, primarily to
accommodate the anticipated continued increase in calling-card related
telecommunications minutes of use. From time to time, we will finance a portion
of our capital expenditures through capital leases, with the cost of such
financing the primary consideration in determining our financing activity.

We experience intense price competition in our telecommunications
businesses. The long distance telecommunications industry has been characterized
by significant declines in both per-minute revenues and per-minute costs. In the
past, these factors have tended to generally offset each other. However, since
the mid-point of Fiscal Year 2000, as per-minute pricing continued to erode, and
began to outpace the drop in per-minute costs, gross margins have come under
increasing pressure. Our long term strategy involves terminating a larger
proportion of minutes on our own network, thereby lowering costs and preserving
margins even in a weaker price environment. In addition, as our minutes of use
have steadily grown, we have attempted to leverage our burgeoning buying power
as well as our financial stability to negotiate more favorable rates with our
suppliers. However, in the short term, the incremental demand for usage has
outpaced the rate of deployment of additional network capacity, particularly in
light of the significant increase in minutes of use we have experienced as a
result of the recent acquisition of the calling card operations of PT-1 and the
growth of IDT's existing calling card business. In fact, it has become
commonplace within the industry for companies to experience delays in network
build-out programs. As such, there can be no assurance that we will be able to
maintain our gross margins at the current level, in the face of lower per-minute
revenues.

We continued to fund our Ventures segment throughout the first quarter of
Fiscal Year 2002, incurring significant start-up, development, marketing and
promotional costs. As we move our Ventures businesses through their respective
development stages, we anticipate that selling, general and administrative
expenses for our Ventures segment will exceed, by a significant amount, the
revenues generated by this segment for the foreseeable future. Due to the
start-up nature of many of our Ventures businesses, the exact timing and
magnitude of future revenues remains difficult to predict.

Changes in Other Current Assets, Trade Accounts Receivable, Allowance for
Doubtful Accounts and Deferred Revenue

Other current assets of $32.7 million at October 31, 2001 were consistent
with other current assets at July 31, 2001. The average age of our trade
accounts receivable, as measured by number of days sales outstanding, has
continued to decrease over the previous quarters. This decline is due to both a
decrease in receivables in absolute dollar terms as well as the recent growth in
revenues, which has served to reduce the number of days sales outstanding.

Due to the wide range of collection terms, future trends with respect to
days sales outstanding generally depend on the proportion of total sales made to
carriers, versus those made to prepaid calling card distributors, who generally
receive shorter payment terms than do carrier customers. As such, the trends in
days sales outstanding will depend, in large part, on the mix of wholesale
(carrier) versus retail (prepaid calling card distributor) customers. As we
anticipate that in the near term retail revenues will continue to account for an
increasing proportion of overall revenues, we could experience further declines
in the average age of our trade accounts receivable for the remainder of Fiscal
Year 2002. Conversely, as we are willing to extend longer payment terms to more
credit-worthy customers, an increase in customers belonging to the highest
credit classes, as a percentage of total customers, could lead to an increase in
days sales outstanding. Therefore, due to the conflicting nature of the above
factors, future trends in days sales outstanding remain difficult to predict,
and it is not possible at this time to determine whether recent trends in days
sales outstanding will continue.

The allowance for doubtful accounts as a percentage of trade accounts
receivable increased from 16.2% at July 31, 2001, to 20.1% at October 31, 2001.
The increase reflects the deteriorating credit quality of a portion of our
existing wholesale customer base, as well as the increase in the number of
domestic long distance customers, who have traditionally required a larger
reserve than do wholesale and retail calling card customers. Although we
anticipate that our customer base across all business lines will continue its
transition towards a more credit-worthy group, some of our existing trade
accounts receivable are still related to sales made to less credit-worthy
customers. In addition, during the first quarter of Fiscal Year 2002, we
collected large amounts of previously unsettled outstanding wholesale
receivables against which there were offsetting payables. Therefore, these
receivables did not have allowances for doubtful accounts associated with them.
Collections of these receivables had the effect of reducing gross receivables,
while not having an impact on the allowance for doubtful accounts, resulting in
a higher allowance for doubtful accounts when measured as a percentage of trade
accounts receivable.

Deferred revenue as a percentage of total revenues vary from period to
period depending on the mix and the timing of revenues. During the three months
ended October 31, 2001, we experienced a steady increase in the sale of our
prepaid calling cards due to increased marketing efforts for existing IDT
prepaid calling cards and the acquisition of the prepaid calling card operations
of PT-1. This resulted in a continued increase in actual deferred revenue.

Significant Transactions

On October 23, 2001, we entered into an agreement to lead a consortium that
would concentrate ownership of approximately 50% (64% of the voting power) of
Net2Phone, Inc. ("Net2Phone"). The consortium consists of IDT, Liberty Media
Corporation ("Liberty"), and AT&T Corporation ("AT&T), resulting in significant
economic stakes in Net2Phone for all three parties. As part of the agreement,
IDT and AT&T contributed their shares of Net2Phone (approximately 10.0 million
and 18.9 million shares, respectively) to a newly formed limited liability
company, NTOP Holdings, LLC ("LLC"). Liberty then acquired a substantial portion
of the LLC's units from AT&T, while IDT increased its stake and AT&T retained a
significant interest. The LLC now holds an aggregate of 28.9 million shares of
Net2Phone's Class A common stock. We hold the controlling membership interest in
the LLC and we are the managing member of the LLC. We account for our investment
in the LLC using the equity method since our control in the LLC is deemed to be
temporary due to unilateral liquidation rights held by each of the LLC members.

In March 2001, we exercised an option to sell to AT&T approximately 2.0
million shares of our Class B common stock for approximately $75.0 million. In
conjunction with the formation of the consortium, we guaranteed to AT&T the
value of approximately 1.4 million shares of IDT Class B common stock still
being retained by AT&T. If the value of IDT Class B common stock is less than
$27.5 million on October 19, 2002, and AT&T or an affiliate retains all the
shares through such date, then we will be obligated to pay AT&T the difference
with cash, additional shares of IDT Class B common stock or a combination of
both, at the option of IDT. In connection with this obligation, we recorded a
charge of $14.0 million during the first quarter of Fiscal Year 2002, reflected
in "other income (expense)." We are subject to additional charges
through October 19, 2002 based on changes in the market value of IDT Class B
common stock.

On October 11, 2001 the Company issued to Liberty 3,810,265 shares of IDT
Class B common stock in exchange for 3,728,949 shares of IDT common stock. The
exchange rate was based upon the relative average market prices for the IDT
Class B common stock and the IDT common stock during a specified 30 trading day
period.

Stock Buyback Program

Our Board of Directors has authorized the repurchase of up to 25 million
shares of our common stock. We repurchased approximately 1.4 million shares of
our common stock, for an aggregate purchase price of approximately $15.3
million, during the three months ended October 31, 2001. Through October 31,
2001, we have repurchased approximately 15.6 million shares of our common stock
under the authorized stock buyback program, of which approximately 6.2 million
shares have been retired.

Other Sources and Uses of Resources

We intend to, where appropriate, make strategic acquisitions to expand our
telecommunications businesses. These acquisitions could include, but are not
limited to, acquisitions of telecommunications equipment, telecommunications
network capacity, customer bases or other assets. We may also make strategic
acquisitions related to any of our new Ventures businesses. From time to time,
we evaluate potential acquisitions of companies, technologies, products and
customer accounts that complement our businesses, particularly in light of the
financial distress currently being encountered by many telecommunications firms.
These conditions have resulted in the availability for sale of numerous
strategic assets and businesses.

We believe that, based upon our present business plan, and as a result of
the cash proceeds generated by the sale of the majority of our Net2Phone shares
to AT&T in August 2000, our existing cash resources will be sufficient to meet
our currently anticipated working capital and capital expenditure requirements,
and to fund any potential operating cash flow deficits for at least the next
twelve months. If our growth exceeds current expectations or if we acquire the
business or assets of another company, or if our operating cash flow deficit
exceeds our expectations to the point that we cannot meet our working capital
and capital expenditure requirements, we will need to raise additional capital
from equity or debt sources. There can be no assurance that we will be able to
raise such capital on favorable terms or at all. If we are unable to obtain such
additional capital, we may be required to reduce the scope of our anticipated
expansion, which could have a material effect on our business, financial
condition, or results of operations.

European Currency Conversion

In January 1999, a new currency called the "euro" was introduced in certain
Economic and Monetary Union ("EMU") countries. The EMU countries adopted the
euro as their common legal currency, and through January 1, 2002, both the
existing national currency of the respective EMU country and the euro will be
accepted as legal currency. Beginning in 2002, all EMU countries are expected to
operate with the euro as their single currency. Uncertainty exists as to the
effect the euro currency will have on the market for international
telecommunications services. Additionally, all of the final rules and
regulations have not yet been defined and finalized by the European Commission
with regard to the euro currency. We do not anticipate, based on currently
available information, that the euro will have a material adverse impact on our
operations and sales.

Item 3. Quantitative and Qualitative Disclosures About Market Risks.

The Securities and Exchange Commission's rule related to market risk
disclosure requires that we describe and quantify our potential losses from
market risk sensitive instruments attributable to reasonably possible market
changes. Market risk sensitive instruments include all financial or commodity
instruments and other financial instruments (such as investments and debt) that
are sensitive to future changes in interest rates, currency exchange rates,
commodity prices or other market factors. We are not exposed to market risks
from changes in commodity prices, and we do not consider the market risk
exposure relating to foreign currency exchange to be material. We do not hold
derivative financial instruments nor do we hold securities for trading or
speculative purposes. We are exposed to changes in interest rates primarily from
our investments in cash equivalents. Under our current policies, we do not use
interest rate derivative instruments to manage our exposure to interest rate
changes.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, including statements that contain the
words "believes," "anticipates," "expects," "plans," "intends," and similar
words and phrases. Such forward-looking statements include, among other things,
our plans to implement our growth strategy, improve our financial performance,
expand our infrastructure, develop new products and services, expand our sales
force, expand our customer base and enter international markets, and the
possible outcome of our litigation. Such forward-looking statements also include
our expectations concerning factors affecting the markets for our products, such
as changes in the U.S. and the international regulatory environment and the
demand for long-distance telecommunications. These forward-looking statements
are subject to risks and uncertainties that could cause actual results to differ
materially from the results projected in any forward-looking statements. These
risks and uncertainties include, but are not limited to, those risks discussed
in this report. In addition to the factors specifically noted in the
forward-looking statements, other important factors that could result in those
differences include (a) general economic conditions in the telecommunications
and Internet markets, including inflation, recession, interest rates, and other
economic factors; (b) casualty to or other disruption of our facilities and
operations; (c) those discussed in our Annual Report on Form 10K for the year
ended July 31, 2001; and (d) other factors that generally affect the business of
telecommunications, Internet and other communications companies. The
forward-looking statements are made as of the date of this Report, and we assume
no obligation to update the forward-looking statements, or to update the reasons
why actual results could differ from those projected in the forward-looking
statements. Investors should consult all of the information set forth herein and
the other information set forth from time to time in our reports filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933 and
the Securities Exchange Act of 1934, including our Annual Report on Form 10-K
for the year ended July 31, 2001.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Incorporated by reference from Part I, Item I, Financial Statements
(Unaudited), Note 7, captioned "Legal Proceedings and Contingencies."

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit
Number Description
- ---------- -----------

3.01(1) Restated Certificate of Incorporation of the Registrant.
3.02(1) By-laws of the Registrant.
3.03(16) Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant.
10.01(2) Employment Agreement between the Registrant and Howard S. Jonas.
10.02(18) 1996 Stock Option and Incentive Plan, as amended and restated, of the Registrant.
10.03(3) Form of Stock Option Agreement under the 1996 Stock Option and Incentive Plan.
10.04(4) Form of Registration Rights Agreement between certain stockholders and the Registrant.
10.05(1) Lease of 294 State Street.
10.06(5) Lease of 190 Main Street.
10.7(6) Form of Registration Rights Agreement between Howard S. Jonas and the Registrant.
10.8(10) Employment Agreement between the Registrant and James Courter.
10.9(7) Agreement between Cliff Sobel and the Registrant.
10.10(10) Employment Agreement between the Registrant and Hal Brecher.
10.11(10) Employment Agreement between the Registrant and Howard S. Jonas.
10.12(8) Agreement and Plan of Merger, dated April 7, 1998, by and among the Registrant, ADM Corp.,
InterExchange, Inc., David Turock, Eric Hecht, Richard Robbins, Bradley Turock, Wai Nam Tam,
Mary Jo Altom and Lisa Mikulynec.
10.13(9) Securities Purchase Agreement between the Registrant, Carlos Gomez and Union Telecard
Alliance, LLC.
10.14(10) Credit Agreement, dated as of May 10, 1999, by and among the Registrant, various lenders party
thereto, Lehman Commercial Paper Inc., CIBC World Markets Corp. and Bankers Trust Company.
10.15(10) Pledge Agreement, dated as of May 10, 1999, by and among the Registrant, certain subsidiaries
of the Registrant and Bankers Trust Company, as Collateral Agent.

Exhibit
Number Description
- ---------- -----------

10.16(10) Security Agreement, dated as of May 10, 1999, by and among the Registrant, certain subsidiaries of the
Registrant and Bankers Trust Company, as Collateral Agent.
10.17(10) Subsidiaries Guaranty, dated as of May 10, 1999, by and among the Registrant, certain subsidiaries of the
Registrant and Bankers Trust Company, as Collateral Agent.
10.18(10) Loan Agreement between the Registrant and Stephen Brown.
10.19(11) Internet/Telecommunications Agreement, dated as of May 7, 1999, by and between Registrant and
Net2Phone, Inc.
10.20(11) Joint Marketing Agreement, dated as of May 7, 1999, by and between Registrant and Net2Phone,
Inc.
10.21(11) IDT Services Agreement, dated as of May 7, 1999, by and between Registrant and Net2Phone, Inc.
10.22(11) Net2Phone Services Agreement, dated as of May 7, 1999, by and between Registrant and
Net2Phone, Inc.
10.23(11) Assignment Agreement, dated as of May 7, 1999, by and between Registrant and Net2Phone, Inc.
10.24(11) Tax Sharing and Indemnification Agreement, dated as of May 7, 1999, by and between Registrant
and Net2Phone, Inc.
10.25(11) Separation Agreement, dated as of May 7, 1999, by and between Registrant and Net2Phone, Inc.
10.26(11) Co-location and Facilities Management Services Agreement, dated as of May 20, 1999, by and
between Registrant and Net2Phone, Inc.
10.27(12) Lease of 520 Broad Street, Newark, New Jersey.
10.28(12) Amendment to Lease of 520 Broad Street, Newark, New Jersey.
10.29(13) Option Agreement, dated as of March 3, 2000, between IDT Corporation and AT&T Corp.
10.30(14) Amendment to Option Agreement, dated as of April 5, 2000 between IDT Corporation and AT&T Corp.
10.31(13) Subscription Agreement, dated as of March 24, 2000, between IDT Corporation and Liberty Media
Corporation.
10.32(14) Amendment to Subscription Agreement, dated as of May 26, 2000, between IDT Corporation and
Liberty Media Corporation.
10.33(13) Letter Agreement, dated as of March 28, 2000, between IDT Corporation, AT&T Corp. and
Net2Phone, Inc.
10.34(13) Letter Agreement, dated as of March 30, 2000, between IDT Corporation, AT&T Corp. and
Net2Phone, Inc.
10.35(15) Conversion, Termination and Release Agreement, dated as of April 30, 2000, between IDT
Corporation, Terra Networks, S.A., Terra Networks USA, Inc., Terra Networks Access Services
USA LLC and Terra Networks Interactive Services USA LLC.
10.36(19) Stock Exchange Agreement, dated as of April 18, 2001, by and among IDT Investments Inc., IDT
Corporation, IDT America, Corp., 225 Old NB Road, Inc., 226 Old NB Road, Inc., 60 Park Place
Holding Company, Inc., Liberty Media Corporation, Microwave Holdings, L.L.C. and Liberty TP
Management, Inc.
10.37(19) Stockholders Agreement, dated as of November 26, 1997, by and among Teligent, Inc., Microwave
Services, Inc., Telcom-DTS Investors, L.L.C. and NTTA&T Investment Inc. (Incorporated by
reference to Exhibit 2 to Schedule 13D, filed by The Associated Group, Inc. and Microwave
Services, Inc. on December 8, 1997 with respect to securities of Teligent, Inc.)
10.38(19) Registration Rights Agreement, dated as of March 6, 1998, by and between Teligent, Inc. and
Microwave Services, Inc. (Incorporated by reference to Exhibit 6 to Amendment No. 1 to
Schedule 13D, filed by The Associated Group, Inc. and Microwave Services, Inc. on March 9,
1998 with respect to securities of Teligent, Inc.)
10.39(19) Stockholders Agreement, dated as of January 13, 2000, by and among Alex J. Mandl, Liberty
Media Corporation, Telcom-DTS Investors, L.L.C. and Microwave Services, Inc. (Incorporated by
reference to Exhibit 7(i) to Schedule 13D, filed by Liberty AGI, Inc. on January 24, 2000 with
respect to securities of Teligent, Inc.)

Exhibit
Number Description
- ---------- -----------

10.40* Amendment to the Employment Agreement between the Registrant and James A. Courter
10.41* Amendment No. 2 to the Employment Agreement between the Registrant and James A. Courter

- -----------

* Filed herewith.
(1) Incorporated by reference to Form S-1 filed February 21, 1996 file no.
333-00204.
(2) Incorporated by reference to Form S-1 filed January 9, 1996 file no.
333-00204.
(3) Incorporated by reference to Form S-8 filed January 14, 1996 file no.
333-19727.
(4) Incorporated by reference to Form S-1 filed March 8, 1996 file no.
333-00204.
(5) Incorporated by reference to Form 10-K for the fiscal year ended July 31,
1997, filed October 29, 1997.
(6) Incorporated by reference to Form S-1 filed March 14, 1996 file no.
333-00204.
(7) Incorporated by reference to Form 10-K/A for the fiscal year ended July
31, 1997, filed February 2, 1998.
(8) Incorporated by reference to Form 8-K filed April 22, 1998.
(9) Incorporated by reference to Form 10-K/A for the fiscal year ended July
31, 1998, filed December 4, 1998.
(10) Incorporated by reference to Form 10-Q for the fiscal quarter ended
January 31, 1999, filed March 17, 1999.
(11) Incorporated by reference to Form 10-Q for the fiscal quarter ended April
30, 1999, filed June 14, 1999.
(12) Incorporated by reference to Form 10-K for the fiscal year ended July 31,
1999, filed November 4, 1999.
(13) Incorporated by reference to Form 10-Q for the fiscal quarter ended April
30, 2001, filed March 12, 2000.
(14) Incorporated by reference to Form 8-K filed March 31, 2000.
(15) Incorporated by reference to Schedule 14C filed June 12, 2000.
(16) Incorporated by reference to Form 10-Q for the fiscal quarter ended April
30, 2000, filed June 14, 2000.
(17) Incorporated by reference to Form 10-Q for the fiscal quarter ended
October 31, 2000, filed December 15, 2000.
(18) Incorporated by reference to Form 10-Q for the fiscal quarter ended
January 31, 2001, filed March 19, 2001.
(19) Incorporated by reference to Schedule 13D filed on April 30, 2001.

(b) Reports on Form 8-K.

None.

IDT CORPORATION

FORM 10-Q

OCTOBER 31, 2001

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.

IDT CORPORATION

By: /s/ Howard S. Jonas
- ----------------- ------------------------------------------
December 14, 2001 Howard S. Jonas
Chairman of the Board and Treasurer
(Principal Executive Officer)

By: /s/ Stephen R. Brown
- ----------------- ------------------------------------------
December 14, 2001 Stephen R. Brown
Chief Financial Officer
(Principal Financial and Accounting
Officer)

EXHIBIT INDEX

Exhibit
Number Description
- -------- -----------

3.01 Restated Certificate of Incorporation of the Registrant.
3.02 By-laws of the Registrant.
3.03 Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant.
10.01 Employment Agreement between the Registrant and Howard S. Jonas.
10.02 1996 Stock Option and Incentive Plan, as amended and restated, of the Registrant.
10.03 Form of Stock Option Agreement under the 1996 Stock Option and Incentive Plan.
10.04 Form of Registration Rights Agreement between certain stockholders and the Registrant.
10.05 Lease of 294 State Street.
10.06 Lease of 190 Main Street.
10.7 Form of Registration Rights Agreement between Howard S. Jonas and the Registrant.
10.8 Employment Agreement between the Registrant and James Courter.
10.9 Agreement between Cliff Sobel and the Registrant.
10.10 Employment Agreement between the Registrant and Hal Brecher.
10.11 Employment Agreement between the Registrant and Howard S. Jonas.
10.12 Agreement and Plan of Merger, dated April 7, 1998, by and among the Registrant, ADM Corp.,
InterExchange, Inc., David Turock, Eric Hecht, Richard Robbins, Bradley Turock, Wai Nam Tam,
Mary Jo Altom and Lisa Mikulynec.
10.13 Securities Purchase Agreement between the Registrant, Carlos Gomez and Union Telecard
Alliance, LLC.
10.14 Credit Agreement, dated as of May 10, 1999, by and among the Registrant, various lenders party
thereto, Lehman Commercial Paper Inc., CIBC World Markets Corp. and Bankers Trust Company.
10.15 Pledge Agreement, dated as of May 10, 1999, by and among the Registrant, certain subsidiaries
of the Registrant and Bankers Trust Company, as Collateral Agent.
10.16 Security Agreement, dated as of May 10, 1999, by and among the Registrant, certain subsidiaries of the Registrant
and Bankers Trust Company, as Collateral Agent.
10.17 Subsidiaries Guaranty, dated as of May 10, 1999, by and among the Registrant, certain subsidiaries of the
Registrant and Bankers Trust Company, as Collateral Agent.
10.18 Loan Agreement between the Registrant and Stephen Brown.
10.19 Internet/Telecommunications Agreement, dated as of May 7, 1999, by and between Registrant and
Net2Phone, Inc.
10.20 Joint Marketing Agreement, dated as of May 7, 1999, by and between Registrant and Net2Phone,
Inc.
10.21 IDT Services Agreement, dated as of May 7, 1999, by and between Registrant and Net2Phone, Inc.
10.22 Net2Phone Services Agreement, dated as of May 7, 1999, by and between Registrant and
Net2Phone, Inc.
10.23 Assignment Agreement, dated as of May 7, 1999, by and between Registrant and Net2Phone, Inc.
10.24 Tax Sharing and Indemnification Agreement, dated as of May 7, 1999, by and between Registrant
and Net2Phone, Inc.
10.25 Separation Agreement, dated as of May 7, 1999, by and between Registrant and Net2Phone, Inc.
10.26 Co-location and Facilities Management Services Agreement, dated as of May 20, 1999, by and
between Registrant and Net2Phone, Inc.
10.27 Lease of 520 Broad Street, Newark, New Jersey.
10.28 Amendment to Lease of 520 Broad Street, Newark, New Jersey.
10.29 Option Agreement, dated as of March 3, 2000, between IDT Corporation and AT&T Corp.
10.30 Amendment to Option Agreement, dated as of April 5, 2000 between IDT Corporation and AT&T Corp.

Exhibit
Number Description
- -------- -----------

10.31 Subscription Agreement, dated as of March 24, 2000, between IDT Corporation and Liberty Media
Corporation.
10.32 Amendment to Subscription Agreement, dated as of May 26, 2000, between IDT Corporation and
Liberty Media Corporation.
10.33 Letter Agreement, dated as of March 28, 2000, between IDT Corporation, AT&T Corp. and
Net2Phone, Inc.
10.34 Letter Agreement, dated as of March 30, 2000, between IDT Corporation, AT&T Corp. and
Net2Phone, Inc.
10.35 Conversion, Termination and Release Agreement, dated as of April 30, 2000, between IDT
Corporation, Terra Networks, S.A., Terra Networks USA, Inc., Terra Networks Access Services
USA LLC and Terra Networks Interactive Services USA LLC.
10.36 Stock Exchange Agreement, dated as of April 18, 2001, by and among IDT Investments Inc., IDT
Corporation, IDT America, Corp., 225 Old NB Road, Inc., 226 Old NB Road, Inc., 60 Park Place
Holding Company, Inc., Liberty Media Corporation, Microwave Holdings, L.L.C. and Liberty TP
Management, Inc.
10.37 Stockholders Agreement, dated as of November 26, 1997, by and among Teligent, Inc., Microwave
Services, Inc., Telcom-DTS Investors, L.L.C. and NTTA&T Investment Inc. (Incorporated by
reference to Exhibit 2 to Schedule 13D, filed by The Associated Group, Inc. and Microwave
Services, Inc. on December 8, 1997 with respect to securities of Teligent, Inc.)
10.38 Registration Rights Agreement, dated as of March 6, 1998, by and between Teligent, Inc. and
Microwave Services, Inc. (Incorporated by reference to Exhibit 6 to Amendment No. 1 to
Schedule 13D, filed by The Associated Group, Inc. and Microwave Services, Inc. on March 9,
1998 with respect to securities of Teligent, Inc.)
10.39 Stockholders Agreement, dated as of January 13, 2000, by and among Alex J. Mandl, Liberty
Media Corporation, Telcom-DTS Investors, L.L.C. and Microwave Services, Inc. (Incorporated by
reference to Exhibit 7(i) to Schedule 13D, filed by Liberty AGI, Inc. on January 24, 2000 with
respect to securities of Teligent, Inc.)
10.40 Amendment to the Employment Agreement between the Registrant and James A. Courter
10.41 Amendment No. 2 to the Employment Agreement between the Registrant and James A. Courter