FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From _________ to _________
Commission File Number 1-1105
AT&T CORP.
A NEW YORK I.R.S. EMPLOYER
CORPORATION NO. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
Telephone Number 212-387-5400
Securities registered pursuant to Section 12(b) of the Act: See attached
SCHEDULE A.
Securities registered pursuant to Section 12(g) of the Act: None.
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........
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. ( )
At February 28, 1998, the aggregate market value of the voting stock held by
non-affiliates was $98,828,206,879.
At February 28, 1998, 1,620,390,922 common shares were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's annual report to shareholders for the year
ended December 31, 1997 (Part II)
(2) Portions of the registrant's definitive proxy statement dated March 26,
1998, issued in connection with the annual meeting of shareholders (Part
III)
SCHEDULE A
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Shares # New York, Boston, Chicago,
(Par Value $1 Per Share) ## Philadelphia and Pacific Stock
# Exchanges
Thirty-Seven Year 4-3/4% Debentures, #
due June 1, 1998 #
#
Thirty-Six Year 4-3/8% Debentures, #
due May 1, 1999 #
#
Thirty-Three Year 6% Debentures, #
due August 1, 2000 #
#
Thirty-Five Year 5-1/8% Debentures, # ##New York Stock Exchange
due April 1, 2001 #
#
Ten Year 7-1/8% Notes, #
due January 15, 2002 #
#
Ten Year 6-3/4% Notes, #
due April 1, 2004 #
#
Ten Year 7% Notes, #
due May 15, 2005 #
#
Twelve Year 7-1/2% Notes, #
due June 1, 2006 #
#
Twelve Year 7-3/4% Notes, #
due March 1, 2007 #
#
Thirty Year 8-1/8% Debentures, #
due January 15, 2022 #
#
Medium Term Note 8.2%, #
due February 15, 2005 #
#
Thirty Year 8.35% Debentures, #
due January 15, 2025 #
#
Thirty-Two Year 8-1/8% Debentures, #
due July 15, 2024 #
#
Forty Year 8-5/8% Debentures, #
due December 1, 2031 #
TABLE OF CONTENTS
PART I
Item Description Page
1. Business ........................................................ 1
2. Properties ...................................................... 9
3. Legal Proceedings ............................................... 10
4. Submission of Matters to a Vote of Security-Holders ............. 11
PART II
Description
5. Market for Registrant's Common Equity and Related Stockholder
Matters ....................................................... 13
6. Selected Financial Data ......................................... 13
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations ......................................... 13
8. Financial Statements and Supplementary Data ..................... 13
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ...................................... 13
PART III
Description
10. Directors and Executive Officers of the Registrant .............. 13
11. Executive Compensation .......................................... 13
12. Security Ownership of Certain Beneficial Owners and Management .. 13
13. Certain Relationships and Related Transactions .................. 13
PART IV
Description
14. Exhibits, Financial Statement Schedule, and Reports on
Form 8-K....................................................... 14
See page 12 for "Executive Officers of the Registrant."
PART I
ITEM 1. BUSINESS.
GENERAL
AT&T Corp. ("AT&T" or the "Company") was incorporated in 1885
under the laws of the State of New York and has its principal executive offices
at 32 Avenue of the Americas, New York, New York 10013-2412 (telephone number
212-387-5400).Internet users can access information about AT&T and its services
at http://www.att.com.
AT&T is among the world's communications leaders, providing
voice, data and video telecommunications services to large and small businesses,
consumers and government entities. AT&T and its subsidiaries furnish regional,
domestic, international and local communication services. AT&T's wholly owned
subsidiaries, including AT&T Wireless Services, Inc., provide cellular telephone
and other wireless services. AT&T also provides billing, directory, and calling
card services to support its communications business.
DEVELOPMENT OF BUSINESS
During 1996 AT&T separated its business into three publicly
held stand-alone companies: the current AT&T, focused on communication and
information services, Lucent Technologies Inc. ("Lucent") focused on
communications systems and technology and NCR Corporation ("NCR") focused on
transaction-intensive computing. AT&T distributed to its shareowners all of the
shares AT&T owned of Lucent on September 30, 1996 and all of the shares of NCR
on December 31, 1996.
Following the separation, AT&T has focused on its core
business and disposed of assets and businesses that were not strategic. In
October 1996, AT&T completed the sale of its majority interest in AT&T Capital
Corporation (leasing services business) in which AT&T received $1.8 billion in
cash. In 1997, AT&T completed the sales of AT&T Skynet (satellite services),
AT&T Tridom (satellite data and video communications services) and its submarine
systems business. In addition, AT&T sold its investments in DirectTV
(direct-broadcast television service and DSS equipment business) and decreased
its investment in Smartone Communications (a wireless joint venture in Hong
Kong).
In addition, in 1997, AT&T agreed to sell AT&T Universal Card
Services, Inc.(credit card services business), American Transtech Inc. (customer
care services), its investment in LIN Television Corporation (commercial
television broadcasting) and WOOD-TV (AT&T's television station in Grand Rapids,
Michigan).
On January 8, 1998, AT&T entered into a definitive merger
agreement with Teleport Communications Group, Inc. ("TCG"). The merger with TCG,
which remains subject to regulatory approvals and a number of other conditions,
is expected to close mid to late 1998. Under the merger agreement, each share of
TCG will be exchanged for .943 of an AT&T share in an all-stock transaction
valued at the time at approximately $11.3 billion. TCG is the largest
competitive local exchange carrier in the United States, with networks in
operation or under construction in 66 U.S. markets as of December 31, 1997. As
of September 30, 1997, TCG's local networks encompassed over 8,680 route miles,
over 460,285 fiber miles, and 33 local digital voice switches. These local
networks are aimed at addressing high-volume business customers. AT&T believes
that the TCG merger will accelerate its ability to offer local services to
business customers and, ultimately, to other customers.
LONG DISTANCE SERVICES
AT&T's communication and information services business
addresses the needs of consumers, large and small businesses, the Federal
government and state and local governments for voice, data and video
telecommunications services. Business units within this group provide regular
and custom long distance communications services, data transmission services,
500 services, toll-free or 800 and 888 services, 900 services, private line
services, software defined network services ("SDN"), integrated services digital
network ("ISDN") technology based services, and electronic mail, electronic data
interchanges and enhanced facsimile services.
AT&T also provides special long distance services, including
AT&T Calling Card services, special calling plans and the Company's domestic and
international operator services. AT&T provides communications services
internationally, including transaction services, global networks, network
management and value added network services (i.e., services offered over
communications transmission facilities that employ computer processing
applications).
AT&T provides interstate and intrastate long distance
telecommunications services throughout the continental United States and
provides, or joins in providing with other carriers, telecommunications services
to and from Alaska, Hawaii, Puerto Rico and the Virgin Islands and international
telecommunications services to and from virtually all nations and territories
around the world.
In the continental United States, AT&T provides long distance
telecommunications services over its own network. Virtually all switched
services are computer controlled and digitally switched and interconnected by a
packet switched signaling network. Transmission facilities consist of
approximately 2 billion circuit-miles using lightwave, satellite, wire and
coaxial cable and microwave radio technology. International telecommunications
services are provided via multiple international transoceanic submarine cable
(primarily lightwave) systems and via international satellite and radio
facilities.
WIRELESS SERVICES
AT&T is one of the world's largest wireless service providers.
In the United States, AT&T holds licenses to operate systems providing 850 Mhz
broadband wireless services covering markets with a population of over 92
million nationwide and messaging and air-to-ground services throughout the
country. The services provided by AT&T currently include cellular, voice and
data, messaging and air-to-ground communications. As of December 1997, AT&T
served over 6 million cellular subscribers.
In addition, AT&T has purchased (primarily in auctions
conducted by the Federal Communications Commission ("FCC")) 1900 Mhz wireless
broadband licenses covering markets with a population of over 112 million. AT&T
is required by the FCC to provide adequate broadband PCS service to at least
one-third of the population in its licensed areas within five years of being
licensed and two-thirds of the population in its licensed areas within ten years
of being licensed. The licenses are granted for ten year terms from the original
date of issuance and may be renewed by AT&T by meeting the FCC's renewal
criteria and upon compliance with the FCC's renewal procedures.
AT&T has created service clusters in major metropolitan areas
and linked its and other service providers systems into a network which permits
its wireless cellular subscribers to both place and receive calls anywhere they
travel in areas served by the network, even if the local wireless telephone
service is not provided by AT&T. AT&T is now integrating other communications
technologies into the network. AT&T will continue to explore the use of emerging
technologies to expand the reach of the network and to provide additional
services (especially data and internet services).
AT&T also offers one-way messaging systems such as paging
services. As of December 31, 1997, the Company had over 1.3 million messaging
service subscribers. The majority of these subscribers are in locations where
AT&T holds cellular licenses.
AT&T's wireless services are conducted primarily through
subsidiaries of AT&T Wireless Services, Inc. (formerly McCaw Cellular
Communications, Inc., which was merged with a special-purpose subsidiary of AT&T
in September 1994).
LOCAL SERVICES
Following passage of the Telecommunications Act of 1996 (the
"Telecommunications Act"), AT&T applied for permission to provide local service
in all 50 states. As of December 31, 1997, AT&T had received authority to
provide service in 48 states and the District of Columbia. As of December 31,
1997, AT&T offered AT&T Digital Link service for business customers on an
outbound only basis in 48 states and on an inbound and outbound basis in one
state. Also as of such date, AT&T offered resold local service to consumers in
Alaska, California, Connecticut, Georgia, Illinois, Michigan, Texas and
Rochester, New York as well as offering resold local service to small business
customers in California and Connecticut.
Notwithstanding these efforts, AT&T has experienced
significant difficulty in penetrating local markets. AT&T's ability to purchase
combined network elements from incumbent local exchange carriers (ILECS), one of
the primary methods by which AT&T intends to provide local service to
residential and small business customers, was severely limited by, among other
factors, regulatory and judicial actions and a lack of technical and operational
interfaces necessary to order network elements from ILECs. In spite of strong
demand, in the fourth quarter of 1997 AT&T stopped actively marketing resold
local service to residential and small business customers in most of the areas
in which it offered such service because of limitations on ILECs' ability to
handle anticipated demand and because discounts AT&T receives from ILECs on the
sale of such service are insufficient to make resale a viable long-term method
of offering service. AT&T's ability to provide facilities-based local service to
business customers through AT&T Digital Link service was also hampered by the
inability to provide local number portability and other factors. AT&T will
continue to pursue the development of alternative methods of local entry, which
remains a key growth opportunity. See "Competition" and "Forward Looking
Statements" for a discussion of the potential impact on AT&T of an inability to
profitably provide local service.
AT&T SOLUTIONS
AT&T Solutions, Inc., established in 1995, provides
outsourcing, consulting, networking integration and multimedia call center
services. AT&T Solutions provides clients with customized information technology
solutions to operate and manage voice, data and video services, including local
and wide area networks, PBXs, voice-processing systems and voice and data
terminals.
ONLINE SERVICES
AT&T also provides a variety of online and internet access
services. These include AT&T WorldNet(R) Service, a service providing dedicated
and dial-up access to the internet, AT&T Easy World Wide Web(R) Service, an
internet web site creation and hosting service, custom web site hosting
services, and AT&T SecureBuy SM Service, an Internet transaction service that
simplifies buying and selling on the Internet.
INTERNATIONAL
AT&T has established a number of international alliances to
increase the reach and scope of AT&T's services and network over time and has
invested in certain countries in order to increase the range of services AT&T
offers in those countries. For example, AT&T founded the WorldPartners alliance
in 1993 to provide multinational customers with seamless telecommunications and
related services. As of the end of 1997, WorldPartners included 17 members who
provide services to multinational customers in North America, Latin America,
Europe, the Middle East and Asia. In addition, in 1996 AT&T began offering
business and consumer services in the United Kingdom and in early 1997 AT&T's
joint venture in Mexico, Alestra, began offering long distance service. AT&T
also has an interest in several wireless communications companies outside of the
United States, including cellular operators licensed to serve Hong Kong,
Columbia, Taiwan and parts of India.
LEGISLATIVE AND REGULATORY DEVELOPMENTS
Telecommunications Act of 1996
In February 1996, the Telecommunications Act became law. The
Telecommunications Act, among other things, was designed to foster local
exchange competition by establishing a regulatory framework to govern new
competitive entry in local and long distance telecommunications services. The
Telecommunications Act will permit the Regional Bell Operating Companies
("RBOCs") to provide interexchange services originating in any state in its
region after demonstrating to the FCC that such provision is in the public
interest and satisfying the conditions for developing local competition
established by the Telecommunications Act.
In August 1996, the FCC adopted rules and regulations,
including pricing rules (the "Pricing Rules") to implement the local competition
provisions of the Telecommunications Act, including with respect to the terms
and conditions of interconnection with local exchange carrier ("LEC") networks
and the standards governing the purchase of unbundled network elements and
wholesale services from LECs. These implementing rules rely on state public
utilities commissions to develop the specific rates and procedures applicable to
particular states within the framework prescribed by the FCC.
On July 18, 1997, the United States Court of Appeals for the
8th Circuit issued a decision holding that the FCC lacks authority to establish
pricing rules to implement the sections of the local competition provisions of
the Telecommunications Act applicable to interconnection with LEC networks and
the purchase of unbundled network elements and wholesale services from LECs.
Accordingly, the Court vacated the rules that the FCC had adopted in August
1996, and which had been stayed by the Court since September 1996.
Absent effectiveness of the Pricing Rules, each state will
determine the applicable rates and procedures independent of the framework
established by the FCC. However, since the stay was issued, many states have
used the Pricing Rules as guidelines in establishing permanent rates, or interim
rates that will apply pending the determination of permanent rates in subsequent
state proceedings. Nevertheless, there can be no assurance that the prices and
other conditions established in each state will provide for effective local
service entry and competition or provide AT&T with new market opportunities.
On October 14, 1997, the 8th Circuit Court of Appeals vacated
an FCC Rule that had prohibited incumbent LECs from separating network elements
that are combined in the LEC's network, except at the request of the competitor
purchasing the elements. This decision could increase the difficulty and costs
of providing competitive local service through the use of unbundled network
elements purchased from the incumbent LECs.
On January 26, 1998, the United States Supreme Court agreed to
review the aforementioned decisions of the Eighth Circuit Court of Appeals.
Under the normal procedures of the Court, arguments are expected to be heard in
October 1998, and a decision is expected sometime in the first half of 1999.
On December 31, 1997, the U.S. District Court for the Northern
District of Texas issued a memorandum opinion and order holding that the
Telecommunications Act's restrictions on the provision of in-region, interLATA
service by the RBOCSs are unconstitutional. AT&T and other carriers
(collectively, "intervenors") and the FCC filed prompt appeals with the United
States Court of Appeals for the Fifth Circuit. On February 11, 1998, the
District Court stayed the effectiveness of its December 31 memorandum opinion
and order pending appeal.
The United States Court of Appeals for the Fifth Circuit will
review the aforementioned decision of the U.S. District Court for the Northern
District of Texas under an expedited briefing schedule, whereby oral arguments
will be heard in July 1998. If the memorandum opinion and order is permitted to
take effect, the Telecommunications Act's restrictions on the provision of
in-region interLATA services will no longer apply to the plaintiffs in the case,
SBC Communications, Inc., U S West, Inc. and Bell Atlantic Corporation.
Modification of Final Judgment of 1982
Prior to 1996, AT&T and the RBOCs were subject to the
provisions of the Modification of Final Judgment of 1982 (the "MFJ") since its
implementation. The Telecommunications Act effectively superseded future
operation of the MFJ.Consequently, on April 11, 1996, Judge Harold Greene issued
an order terminating the MFJ.
Regulation of Rates
AT&T is subject to the jurisdiction of the FCC with respect to
interstate and international rates, lines and services, and other matters. From
July 1989 to October 1995, the FCC regulated AT&T under a system known as "price
caps" whereby AT&T's prices, rather than its earnings, were limited. On October
12, 1995, recognizing a decade of enormous change in the long distance market
and finding that AT&T lacked market power in the interstate long distance
market, the FCC reclassified AT&T as a "non-dominant" carrier for its domestic
interstate services. As a result, AT&T became subject to the same regulations as
its long distance competitors for such services. Thus, AT&T was no longer
subject to price cap regulation for these services, was able to file tariffs
that are presumed lawful on one day's notice, and was free of other regulations
and reporting requirements that apply only to dominant carriers.
In addition, on October 31, 1996, the FCC issued an order that
would have prohibited non-dominant carriers, including AT&T, from filing tariffs
for their domestic interstate services. AT&T and other parties have filed an
appeal of the FCC's order with the United States Court of Appeals for the D.C.
Circuit. In February 1997, the D.C. Circuit stayed the effectiveness of the
FCC's order pending appeal. Oral argument has not yet been scheduled. If the
Court affirms the FCC's order and lifts the stay, non-dominant carriers,
including AT&T, will have to utilize mechanisms other than tariffs to establish
the terms and conditions that apply to domestic, interstate telecommunications
services.
Furthermore, in May 1997, the FCC adopted three orders
relating to Price Caps, Access Reform, and Universal Service that will result in
substantial revisions to the level and structure of access charges that AT&T as
a long distance carrier pays to incumbent LECs. AT&T has agreed to pass through
to consumers any savings to AT&T as a result of access charge reform. AT&T began
implementing these reductions July 15, 1997. Consequently, AT&T's results after
June 1997 reflects lower revenue per minute of usage and lower access and other
interconnection costs per minute of usage.
The Price Cap Order requires LECs to reduce their price cap
indices by 6.5 percent annually, less an adjustment for inflation, which is
likely to result in a reduction in the interstate access charges that long
distance carriers, such as AT&T, pay to LECs. The Access Charge Reform Order
restructured access charges so that certain costs that do not vary with usage
will be recovered on a flat-rate basis and permitted increased flat-rate
assessments on multiline business customers and on residential lines beyond the
primary telephone line. This restructuring allows a reduction in access charges
assessed on long distance carriers on a usage basis. Finally, the Universal
Service Order (which represents an FCC mandated contribution to support schools
and libraries and rural health care programs, high cost support and low income
support mechanisms which are paid to the Universal Service Administrative
Company) adopts a new mechanism for funding universal service which expands the
set of carriers that must contribute to support universal service from only
long-distance carriers to all carriers, including LECs, that provide interstate
telecommunications services. Similarly, the set of carriers eligible for the
universal service support has been expanded from only LECs to any eligible
carrier providing local service to a customer, including AT&T as a new entrant
in local markets. The Universal Service Order also adopted measures to provide
discounts on telecommunications services, Internet access and inside wire to
eligible schools and libraries and rural health carrier providers.
AT&T remains subject to the statutory requirements of Title II
of the Communications Act. AT&T must offer service under rates, terms and
conditions that are just, reasonable and not unreasonably discriminatory; it is
subject to the FCC's complaint process, and it must give notice to the FCC and
affected customers prior to discontinuance, reduction, or impairment of service.
AT&T has also made certain commitments that address concerns that had been
raised with regard to the potential impact of declaring AT&T to be non-dominant,
including a three-year rate assurance for low income and low usage residential
users and a three-year limit on, and 5 days advance notice for, rate increases
on 800 directory assistance and analog private line services.
AT&T's international private line services have been
classified as non-dominant for several years. AT&T's switched international
services have become subject to increased competition, similar to its domestic
services and on May 9, 1996, the FCC adopted an order reclassifying AT&T as a
non-dominant carrier for such services. AT&T has made certain voluntary
commitments that address issues raised in that proceeding, including
commitments: (i) to maintain its annual average revenue per minute for
international residential calls at or below the 1995 level through May 9, 1999,
and in the event of a significant change that substantially raises AT&T's costs,
to provide the FCC five business days notice prior to implementing rate
increases that would raise the annual average revenue per minute for such calls
above the 1995 level; and (ii) to maintain certain discount calling plans
providing at least a 15% discount off basic pricing schedules until May 9, 1999.
AT&T also made voluntary commitments relating to its operation of international
cable facilities, its negotiation of settlement agreements with foreign carriers
and its relationship with foreign partners.
In addition to the matters described above with respect to the
Telecommunications Act, state public service commissions or similar authorities
having regulatory power over intrastate rates, lines and services and other
matters regulate AT&T's local and intrastate communications services. The system
of regulation used in many states is rate-of-return regulation. In recent years,
many states have adopted different systems of regulation, such as: complete
removal of rate-of-return regulation, pricing flexibility rules, price caps and
incentive regulation.
COMPETITION
AT&T currently faces significant competition in the
communication and information services industry and expects that the level of
competition will continue to increase. As competitive, regulatory and
technological changes occur, including those occasioned by the
Telecommunications Act, AT&T anticipates that new and different competitors will
enter and expand their position in the communications services markets. These
may include entrants from other segments of the communication and information
services industry or global competitors seeking to expand their market
opportunities. Many such new competitors are likely to enter with a strong
market presence, well recognized names and pre-existing direct customer
relationships.
The Telecommunications Act has already impacted the
competitive environment. Anticipating changes in the industry, non-RBOC LECs,
which are not required to implement the Telecommunications Act's competitive
checklist prior to offering long distance in their home markets, have begun
integrating their local service offerings with long distance offerings in
advance of AT&T being able to offer combined local and long distance service in
these areas, adversely affecting AT&T's revenues and earnings in these service
regions.
In addition, the Telecommunications Act will permit RBOCs to
provide interLATA interexchange services after demonstrating to the FCC that
such provision is in the public interest and satisfying the conditions for
developing local competition established by the Telecommunications Act. Three
RBOCs have petitioned the FCC for permission to provide interLATA interexchange
services in one or more states within their home market; to date the FCC has not
granted any petition. To the extent that the RBOCs obtain in-region interLATA
authority before the Telecommunications Act's checklist of conditions have been
fully or satisfactorily implemented and adequate facilities-based local exchange
competition exists, there is a substantial risk that AT&T and other
interexchange service providers would be at a disadvantage to the RBOCs in
providing both local service and combined service packages. Because it is widely
anticipated that substantial numbers of long distance customers will seek to
purchase local, interexchange and other services from a single carrier as part
of a combined or full service package, any competitive disadvantage, inability
to profitably provide local service at competitive rates or delays or
limitations in providing local service or combined service packages could
adversely affect AT&T's future revenues and earnings. In any event, the
simultaneous entrance of numerous new competitors for interexchange and combined
service packages is likely to adversely affect AT&T's future long distance
revenues and could adversely affect future earnings.
Furthermore, in February 1997, a General Agreement on Trade in
Services (the "GATS") was reached under the World Trade Organization. The GATS,
which became effective January 1, 1998, is designed to open each country's
domestic telecommunications markets to foreign competitors. The GATS, and future
trade agreements, may accelerate the entrance into the U.S. market of foreign
telecommunications providers, certain of whom are likely to possess dominant
home market positions in which there is not effective competition. The GATS may
also permit AT&T's entrance into other markets as only a small number of
countries refused to eliminate their foreign ownership restrictions.
In addition to the matters referred to above, various other
factors, including market acceptance, start-up and ongoing costs associated with
the provision of new services and local conditions and obstacles, could
adversely affect the timing and success of AT&T's entrance into the local
exchange services market and AT&T's ability to offer combined service packages
that include local service.
FORWARD LOOKING STATEMENTS
Except for the historical statements and discussions contained
herein, statements contained in this Report on Form 10-K constitute "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. Any Form 10-K,
Annual Report to Shareholders, Form 10-Q or Form 8-K of AT&T may include forward
looking statements. In addition, other written or oral statements which
constitute forward looking statements have been made and may in the future be
made by or on behalf of AT&T, including statements concerning future operating
performance, AT&T's share of new and existing markets, AT&T's short- and
long-term revenue and earnings growth rates, and general industry growth rates
and AT&T's performance relative thereto. These forward looking statements rely
on a number of assumptions concerning future events, including the outcome of
litigation, the adoption and implementation of balanced and effective rules and
regulations by the FCC and the state public regulatory agencies, and AT&T's
ability to achieve a significant market penetration in new markets. These
forward looking statements are subject to a number of uncertainties and other
factors, many of which are outside AT&T's control, that could cause actual
results to differ materially from such statements. These factors include, but
are not limited to:
- - the efficacy of the rules and regulations to be adopted by the FCC and state
public regulatory agencies to implement the provisions of the Telecommunications
Act; the outcome of litigation relative thereto; and the impact of regulatory
changes relating to access reform and international settlement reform;
- - the outcome of negotiations with LECs and state regulatory arbitrations and
approvals with respect to interconnection agreements; and the ability to
purchase unbundled network elements or wholesale services from LECs at a price
sufficient to permit the profitable offering of local exchange service at
competitive rates;
- - success and market acceptance for new initiatives, many of which are untested;
the level and timing of the growth and profitability of new initiatives,
particularly local (consumer and business) service and business data service;
start-up costs associated with entering new markets, including advertising and
promotional efforts; successful deployment of new systems and applications to
support new initiatives; and local conditions and obstacles;
- - competitive pressures, including pricing pressures, technological
developments, alternative routing developments, and the ability to offer
combined service packages that include local service; the extent and pace at
which different competitive environments develop for each segment of the
telecommunications industry; the extent at and duration for which competitors
from each segment of the telecommunications industry are able to offer combined
or full service packages prior to AT&T being able to; and the degree to which
AT&T experiences material competitive impacts to its traditional service
offerings prior to achieving adequate local service entry;
- - the availability, terms and deployment of capital; the impact of regulatory
and competitive developments on capital outlays; the ability to achieve cost
savings and realize productivity improvements; the ability to effectively
integrate TCG's operations with AT&T; the ability to realize cost-saving and
revenue synergies from the merger; and
- - general economic conditions, government and regulatory policies, and business
conditions in the communications industry.
Readers are cautioned not to put undue reliance on such
forward looking statements. For a more detailed description of these and
additional uncertainties and other factors that could cause actual results to
differ materially from such forward looking statements, see "Results of
Operations", "Financial Condition", "Regulatory and Legislative Developments",
and "Competition" included in or incorporated by reference into this Form 10-K.
As described elsewhere in this Form 10-K, these uncertainties and factors could
adversely affect the timing and success of AT&T's entrance into the local
exchange services market and AT&T's ability to offer combined service packages
that include local service, thereby adversely affecting AT&T's future revenues
and earnings. AT&T disclaims any intention or obligation to update or revise any
forward looking statements, whether as a result of new information, future
events or otherwise.
SEGMENT, OPERATING REVENUE AND RESEARCH AND DEVELOPMENT EXPENSE INFORMATION
For information about the Company's research and development
expense, see Note 5 to the Consolidated Financial Statements. For information
about the consolidated operating revenues contributed by the Company's major
classes of products and services, see the revenue tables and descriptions on
pages 28 through 30 and Consolidated Statements of Income on page 40 of the
Company's annual report to shareholders for the year ended December 31, 1997.
All such information is incorporated herein by reference pursuant to General
Instruction G(2).
EMPLOYEE RELATIONS
At December 31, 1997 AT&T employed approximately 128,000
persons in its operations, approximately 122,000 of whom are located
domestically. About 48% of the domestically located employees of AT&T are
represented by unions. Of those so represented, about 96% are represented by the
Communications Workers of America ("CWA"), which is affiliated with the AFL-CIO;
about 4% by the International Brotherhood of Electrical Workers ("IBEW"), which
is also affiliated with the AFL-CIO. In addition, there is a very small
remainder of domestic employees represented by other unions. Labor agreements
with most of these unions extend through May 1998.
ITEM 2. PROPERTIES.
The properties of AT&T consist primarily of plant and
equipment used to provide long distance and wireless telecommunications services
and administrative office buildings.
Telecommunications plant and equipment consists of: central
office equipment, including switching and transmission equipment; connecting
lines (cables, wires, poles, conduits, etc.); land and buildings; and
miscellaneous properties (work equipment, furniture, plant under construction,
etc.). The majority of the connecting lines are on or under public roads,
highways and streets and international and territorial waters. The remainder are
on or under private property. AT&T also operates a number of sales offices,
customer care centers, and other facilities, such as research and development
laboratories.
AT&T continues to manage the deployment and utilization of its
assets in order to meet its global growth objectives while at the same time
ensuring that these assets are generating economic value added for the
shareholder. AT&T will continue to manage its asset base consistent with
globalization initiatives, marketplace forces, productivity growth and
technology change.
A substantial number of the administrative offices of AT&T are
in leased buildings. Substantially all of the important long distance
communications facilities are in buildings wholly owned by AT&T or in buildings
owned partially by AT&T and partially by the regional holding companies created
at divestiture. Many of the smaller facilities are in rented quarters. Most of
the important buildings used in connection with long distance services are on
land held in fee, but a few are on land held under long-term leases.
ITEM 3. LEGAL PROCEEDINGS.
In the normal course of business, AT&T is subject to
proceedings, lawsuits and other claims, including proceedings under government
laws and regulations related to environmental and other matters. Such matters
are subject to many uncertainties and outcomes are not predictable with
assurance. Consequently, AT&T is unable to ascertain the ultimate aggregate
amount of monetary liability or financial impact with respect to these matters
at December 31, 1997. While these matters could affect operating results of any
one quarter when resolved in future periods, it is management's opinion that
after final disposition, any monetary liability or financial impact to AT&T
beyond that provided for at year-end would not be material to AT&T's annual
consolidated financial position or results of operations.
On July 6, 1997, MCI Telecommunications Corp. and Ronald A.
Katz Technology Licensing, L.P. filed suit in United States District Court in
Philadelphia, Pennsylvania against AT&T. The suit alleges that a number of AT&T
services infringe patents owned by Katz but licensed to MCI for enforcement
against AT&T. AT&T is reviewing the allegations of the Complaint. Based on
review to date, it is management's opinion that the claims do not present any
material monetary liability or financial impact to AT&T that is not subject to
patent indemnity agreements with third-party equipment vendors.
AT&T is also a named party in a number of environmental
actions, none of which is material to the consolidated financial statements or
business of the Company. In addition, pursuant to the Separation and
Distribution Agreement by and among AT&T, Lucent, and NCR, dated as of February
1, 1996, and amended and restated as of March 29, 1996, Lucent has assumed
liability, subject to the liability sharing provisions of that agreement, for a
number of actions in which AT&T remains a named party. AT&T is working to be
released as a party to these actions, although there can be no assurance that it
will be successful in this regard.
There are four environmental proceedings which are required to
be reported pursuant to Instruction 5.C. of Item 103 of Regulation S-K. In
September 1997, the government of the U.S. Virgin Islands filed suit in the
federal district court of the Virgin Islands against the Company, AT&T Submarine
Systems International ("SSI International"), A&L Underground, Inc., a contractor
for SSI International at that time, and other entities. In connection with the
purported 1996 release of non-toxic bentonite drilling mud within the coastal
region of St. Croix by the contractor, the suit seeks penalties for violations
of various federal and Virgin Island statutes; damages under several statutory
and common law theories; removal of the mud (which has since been completed to
the satisfaction of the federal agency that ordered the cleanup); and
restitution of response costs allegedly incurred by the Virgin Islands. SSI
International was a wholly owned subsidiary of AT&T at the time of the alleged
violation. The foregoing environmental proceeding is not material to the
consolidated financial statements or business of the Company and would not be
reported but for Instruction 5 C. of Item 103 of Regulation S-K, which requires
disclosure of such matters.
In addition, three proceedings involve matters for which
Lucent has assumed liability, as described above. On July 31, 1991, the United
States Environmental Protection Agency Region III issued a complaint pursuant to
Section 3008a of the Resource Conservation and Recovery Act alleging violations
of various waste management regulations at the Company's Richmond Works,
Richmond, Virginia. The complaint seeks a total of $4.2 million in penalties. In
addition, on July 31, 1991, the United States Environmental Protection Agency
filed a civil complaint in the U.S. District Court for the Southern District of
Illinois against the Company and nine other parties seeking enforcement of its
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA")
Section 106 cleanup order, issued in November 1990 for the NL Granite City
Superfund site, Granite, Illinois, past costs, civil penalties of $25,000 per
day and treble damages related to certain United States' costs. Finally, during
1994, AT&T Nassau Metals Corporation ("Nassau"), a wholly owned subsidiary of
AT&T, and the New York State Department of Environmental Conservation ("NYSDEC")
were engaged in negotiations over a study and cleanup of the Nassau plant
located on Richmond Valley Road in Staten Island, New York. During these
negotiations, in June 1994, NYSDEC presented Nassau with a draft consent order
which included not only provisions relating to site investigation and
remediation but also a provision for payment of a $3.5 million penalty for
alleged violations of hazardous waste management regulations. No formal
proceeding has been commenced by NYSDEC.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
No matter was submitted to a vote of security holders in the
fourth quarter of the fiscal year covered by this report.
Executive Officers of the Registrant
(as of March 25, 1998)
Became AT&T
Executive
Name Age Officer On
- ---- --- -----------
C. Michael Armstrong* . 59 Chairman of the Board and Chief
Executive Officer . . . . . . . . . . . . . 10-97
R.C.M. Baker . . . . . 51 Executive Vice President, International . . 9-97
Harry S. Bennett . . . 53 Executive Vice President, Local Services
Division . . . . . . . . . . . . . . . . . . 3-97
Harold W. Burlingame . 57 Executive Vice President, Human Resources . . 9-86
Dan R. Hesse. . . . . 44 Executive Vice President & President,
AT&T Wireless Services . . . . . . . . . . . 3-97
Frank Ianna . . . . . 48 Executive Vice President, Network &
Computing Services . . . . . . . . . . . . . 3-97
Jim G. Kilpatric***. . 59 Executive Vice President, Law & Government
Affairs . . . . . . . . . . . . . . . . . . 11-97
Marilyn Laurie***. . . 58 Executive Vice President, Brand Strategy &
Marketing Communications . . . . . . . . . 2-87
Richard J. Martin . . . 51 Executive Vice President, Public Relations . 11-97
Gail J. McGovern . . . 45 Executive Vice President, Consumer Markets
Division . . . . . . . . . . . . . . . . . 1-96
David C. Nagel . . . . 53 President, AT&T Labs & Chief Technology
Officer . . . . . . . . . . . . . . . . . 3-97
John C. Petrillo . . . 48 Executive Vice President, Corporate Strategy
& Business Development . . . . . . . . . 1-96
Richard Roscitt . . . . 46 Executive Vice President & President,
AT&T Solutions . . . . . . . . . . . . . . 9-97
Daniel E. Somers . . . 50 Senior Executive Vice President and Chief
Financial Officer . . . . . . . . . . . . . 5-97
John D. Zeglis**. . . . 50 President . . . . . . . . . . . . . . . . . . 9-86
- -----------
*Chairman of the Board of Directors and Chairman of the Executive
and Proxy Committees.
**Member of the Board of Directors.
***Mr. Kilpatric and Ms. Laurie will retire from the Company in April 1998.
All of the above executive officers have held high level
managerial positions with AT&T or its affiliates for more than the past five
years, except Messrs. Armstrong, Nagel and Somers. Prior to joining AT&T in
October 1997, Mr. Armstrong was Chairman and Chief Executive Officer of Hughes
Electronics from 1991 and prior to that time, Mr. Armstrong held various other
positions with IBM, including Senior Vice President and Chairman of the board of
IBM World Trade Corporation. Prior to joining AT&T in April 1996, Mr. Nagel was
with Apple Computer, a computer company, serving as Senior Vice President from
1995 and General Manager from 1988 through 1995. Prior to joining AT&T in May
1997, Mr. Somers was Chairman and Chief Executive Officer for Bell Cablemedia,
plc, of London for two years and from 1992 to 1995, Mr. Somers was Executive
Vice President and Chief Financial Officer for Bell Canada International.
PART II
Items 5. through 8.
The information required by these items is included in pages
25 through 56 of the Company's annual report to shareholders for the year ended
December 31, 1997. Such information is incorporated herein by reference,
pursuant to General Instruction G(2). The referenced information from the
Company's annual report to share holders has been filed as Exhibit 13 to this
document.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There have been no changes in independent accountants and no
disagreements with independent accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure during the last two years.
PART III
Items 10. through 13.
Information regarding executive officers required by Item 401
of Regulation S-K is furnished in a separate disclosure in Part I of this report
because the Company did not furnish such information in its definitive proxy
statement prepared in accordance with Schedule 14A.
The other information required by Items 10 through 13 is
included in the Company's definitive proxy statement dated March 26, 1998, the
third and fourth paragraphs on page 6, the carryover paragraph on page 7, the
first, second and third full paragraphs on page 7, the second full paragraph on
page 8 through the final footnote on page 13 and the last paragraph on page 23
through page 48. Such information is incorporated herein by reference, pursuant
to General Instruction G(3).
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K.
(a) Documents filed as a part of the report:
(1) Financial Statements:
Pages
-----
Report of Management ...................................... *
Report of Independent Accountants ......................... *
Statements:
Consolidated Statements of Income ..................... *
Consolidated Balance Sheets ........................... *
Consolidated Statements of Changes in
Shareowners' Equity ................................ *
Consolidated Statements of Cash Flows ................. *
Notes to Consolidated Financial Statements ........... *
(2) Financial Statement Schedule:
Report of Independent Accountants ..................... 18
Schedule:
II -- Valuation and Qualifying Accounts ............... 19
Separate financial statements of subsidiaries not consolidated and
50 percent or less owned persons are omitted since no such entity
constitutes a "significant subsidiary" pursuant to the provisions of
Regulation S-X, Article 3-9.
(3) Exhibits:
Exhibits identified in parentheses below, on file with the
Securities and Exchange Commission ("SEC"), are incorporated herein
by reference as exhibits hereto.
Exhibit
Number:
(3)a Restated Certificate of Incorporation of the registrant
filed January 10, 1989, Certificate of Correction of the
registrant filed June 8, 1989, Certificate of Change of
the registrant filed March 18, 1992, Certificate of
Amendment of the registrant filed June 1, 1992, and
Certificate of Amendment of the registrant filed
April 20, 1994. (Exhibit 4 to Registration Statement
No. 333-00573).
- ------------
*Incorporated herein by reference to the appropriate portions of the Company's
annual report to shareholders for the year ended December 31, 1997. (See
Part II.)
(3)b By-Laws of the registrant, as amended January 15, 1997
(Exhibit (3)b to Form 10-K for 1996, File
No. 1-1105).
(4) No instrument which defines the rights of holders of
long term debt, of the registrant and all of its
consolidated subsidiaries, is filed herewith pursuant to
Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this
regulation, the registrant hereby agrees to furnish a
copy of any such instrument to the SEC upon request.
(10)(i)1 Form of Separation and Distribution Agreement by and
among AT&T Corp., Lucent Technologies Inc. and NCR
Corporation, dated as of February 1, 1996 and amended
and restated as of March 29, 1996 (Exhibit
(10)(i)1 to Form 10-K for 1996, File No. 1-1105).
(10)(i)2 Form of Distribution Agreement, dated as of November 20,
1996, by and between AT&T Corp. and NCR Corporation
(Exhibit (10)(i)2 to Form 10-K for 1996, File No.
1-1105).
(10)(i)3 Tax Sharing Agreement by and among AT&T Corp., Lucent
Technologies Inc. and NCR Corporation, dated as of
February 1, 1996 and amended and restated as of
March 29, 1996 (Exhibit (10)(i)3 to Form 10-K for
1996, File No. 1-1105).
(10)(i)4 Employee Benefits Agreement by and between AT&T Corp.
and Lucent Technologies Inc., dated as of February 1,
1996 and amended and restated as of March 29, 1996
(Exhibit (10)(i)4 to Form 10-K for 1996, File No.
1-1105).
(10)(i)5 Form of Employee Benefits Agreement, dated as of
November 20, 1996, between AT&T Corp. and NCR
Corporation (Exhibit (10)(i)5 to Form 10-K for
1996, File No. 1-1105).
(10)(ii)(B)1 General Purchase Agreement between AT&T Corp. and
Lucent Technologies Inc., dated February 1, 1996 and
amended and restated as of March 29, 1996 (Exhibit (10)
ii)(B)1 to Form 10-K for 1996, File No. 1-1105).
(10)(ii)(B)2 Form of Volume Purchase Agreement, dated as of
November 20, 1996, by and between AT&T Corp. and NCR
Corporation (Exhibit (10)(ii)(B)2 to Form 10-K for
1996, File No. 1-1105).
(10)(iii)(A)1 AT&T Short Term Incentive Plan as amended March, 1994
(Exhibit (10)(iii)(A)1 to Form 10-K for 1994, File No.
1-1105).
(10)(iii)(A)2 AT&T 1987 Long Term Incentive Program as amended
December 17, 1997.
(10)(iii)(A)3 AT&T Senior Management Individual Life Insurance Program
as amended March 3, 1998.
(10)(iii)(A)4 AT&T Senior Management Long Term Disability and Survivor
Protection Plan, as amended and restated effective
January 1, 1995 (Exhibit (10)(iii)(A)4 to Form 10-K for
1996, File No. 1-1105).
.
(10)(iii)(A)5 AT&T Senior Management Financial Counseling Program
dated December 29, 1994 (Exhibit (10)(iii)(A)5 to Form
10-K for 1994, File No. 1-1105).
(10)(iii)(A)6 AT&T Deferred Compensation Plan for Non-Employee
Directors, as amended December 15, 1993 (Exhibit (10)
(iii)(A)6 to Form 10-K for 1993, File No. 1-1105).
(10)(iii)(A)7 The AT&T Directors Individual Life Insurance Program as
amended March 2, 1998.
(10)(iii)(A)8 AT&T Plan for Non-Employee Directors' Travel Accident
Insurance (Exhibit (10)(iii)(A)8 to Form 10-K for 1990,
File No. 1-1105).
(10)(iii)(A)9 AT&T Excess Benefit and Compensation Plan, as amended
and restated effective October 1, 1996 (Exhibit (10)
(iii)(A)9 to Form 10-K for 1996, File No. 1-1105).
(10)(iii)(A)10 AT&T Non-Qualified Pension Plan, as amended and restated
January 1, 1995 (Exhibit (10)(iii)(A)10 to Form 10-K for
1996, File No. 1-1105).
(10)(iii)(A)11 AT&T Senior Management Incentive Award Deferral Plan, as
amended December 17, 1997.
(10)(iii)(A)12 AT&T Mid-Career Hire Program revised effective January
1, 1988 (Exhibit (10)(iii)(A)4 to Form SE, dated March
25, 1988, File No. 1-1105) including AT&T Mid-Career
Pension Plan, as amended and restated October 1, 1996
(Exhibit (10)(iii)(A)(12) to Form 10-K for 1996, File
No. 1-1105).
(10)(iii)(A)13 AT&T 1997 Long Term Incentive Program as amended
December 17, 1997.
(10)(iii)(A)14 Form of Indemnification Contract for Officers and
Directors (Exhibit (10)(iii)(A)6 to Form SE, dated
March 25, 1987, File No. 1-1105).
(10)(iii)(A)15 Pension Plan for AT&T Non-Employee Directors revised
February 20, 1989 (Exhibit (10)(iii)(A)15 to Form 10-K
for 1993, File No. 1-1105).
(10)(iii)(A)16 AT&T Corp. Senior Management Basic Life Insurance
Program, as amended February 27, 1998.
(10)(iii)(A)17 Form of AT&T Benefits Protection Trust Agreement
(Exhibit (10)(iii)(A)17 to Form SE, dated March 25,
1992, File No. 1-1105).
(10)(iii)(A)18 AT&T Senior Officer Severance Plan effective October 9,
1997, as amended October 30, 1997.
(10)(iii)(A)19 Form of Pension Agreement between AT&T Corp. and Frank
Ianna dated October 30, 1997.
(10)(iii)(A)20 Form of Pension Agreement between AT&T Corp. and Gail J.
McGovern dated October 30, 1997.
(10)(iii)(A)21 Form of Pension Agreement between AT&T Corp. and John C.
Petrillo dated October 30, 1997.
(10)(iii)(A)22 Form of Pension Agreement between AT&T Corp. and John
Zeglis dated May 7, 1997.
(10)(iii)(A)23 Form of Employment Agreement between AT&T Corp. and
C. Michael Armstrong dated October 17, 1997.
(12) Computation of Ratio of Earnings to Fixed Charges.
(13) Specified portions (pages 25 through 56) of the
Company's Annual Report to Shareholders for the year
ended December 31, 1997.
(21) List of subsidiaries of AT&T.
(23) Consent of Coopers & Lybrand L.L.P.
(24) Powers of Attorney executed by officers and directors
who signed this report.
(27) Financial Data Schedules.
AT&T will furnish, without charge, to a shareholder upon
request a copy of the annual report to shareholders and the proxy statement,
portions of which are incorporated herein by reference thereto. AT&T will
furnish any other exhibit at cost.
(b) Reports on Form 8-K:
During the fourth quarter 1997, Form 8-K dated October 20,
1997 was filed pursuant to Item 5 (Other Events) and Item 7 (Financial
Statements and Exhibits) on October 24, 1997, Form 8-K dated October 20, 1997
was filed pursuant to Item 5 (Other Events) on November 4, 1997 and Form 8-K
dated December 18, 1997 was filed pursuant to Item 2 (Acquisition or Disposition
of Assets) and Item 7 (Financial Statements and Exhibits) on December 23, 1997.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareowners of AT&T Corp.:
Our report on the consolidated financial statements of AT&T
Corp. and subsidiaries has been incorporated by reference in this Form 10-K from
page 39 of the 1997 Annual Report to the Shareowners of AT&T Corp. In connection
with our audits of such financial statements, we have also audited the related
consolidated financial statement schedule listed in the index on page 14 of this
Form 10-K.
In our opinion, the consolidated financial statement schedule
referred to above, when considered in relation to the basic financial statements
taken as a whole, presents fairly, in all material respects, the information
required to be included therein.
COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York
January 26, 1998
Schedule II--Sheet 1
AT&T CORP.
AND ITS CONSOLIDATED SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(Millions of Dollars)
- -------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------------------------------------------------------------------
Balance at Charged to Balance
Beginning Costs and at End
Description of Period Expenses Deductions(a) of Period
- -------------------------------------------------------------------------------------------------------
Year 1997
Allowances for doubtful accounts (b) ..... $ 994 $1,957 $1,925 $1,026
Reserves related to business
restructuring, including force
and facility consolidation (c) ..........$1,388 $ -- $ 481 $ 907
Deferred tax asset valuation allowance ... $ 166 $ 48 $ 2 $ 212
Year 1996
Allowances for doubtful accounts (b) ..... $ 832 $1,938 $1,776 $ 994
Reserves related to business
restructuring, including force
and facility consolidation (c) ......... $2,092 $ -- $ 704 $1,388
Deferred tax asset valuation allowance ... $ 129 $ 39 $ 2 $ 166
The Notes on Sheet 2 are an integral part of this Schedule.
Schedule II--Sheet 2
AT&T CORP.
AND ITS CONSOLIDATED SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(Millions of Dollars)
- -------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------------------------------------------------------------------
Balance at Charged to Balance
Beginning Costs and at End
Description of Period Expenses Deductions(a) of Period
- -------------------------------------------------------------------------------------------------------
Year 1995
Allowances for doubtful accounts (b) ..... $ 611 $1,613 $1,392 $ 832
Reserves related to business
restructuring, including force
and facility consolidation (c) ......... $ 699 $1,712 $ 319 $2,092
Deferred tax asset valuation allowance ... $ 36 $ 109 $ 16 $ 129
- ------------
<FN>
(a) Amounts written off as uncollectible, net of recoveries.
(b) Includes allowances for doubtful accounts on long-term receivables of $49
$52 and $35 in 1997, 1996 and 1995, respectively (included in long-term
receivables in the Consolidated Balance Sheets).
(c) Included primarily in other current liabilities and in other long-term
liabilities and deferred credits in the Consolidated Balance Sheets.
</FN>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
AT&T Corp.
By: M. J. Wasser
Vice President - Law and Secretary
March 26, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Principal Executive Officers: #
#
C. Michael Armstrong Chairman #
of the Board and #
Chief Executive #
Officer #
#
John Zeglis President and #
Director #
#
Principal Financial Officer: #
#
Daniel E. Somers Senior Executive #
Vice President and#
Chief Financial #
Officer #
#
Principal Accounting Officer: #
#
Maureen B. Tart Vice President ## By M. J. Wasser
and Controller # (attorney-in-fact)*
#
Directors: #
# March 26, 1998
Kenneth T. Derr #
M. Kathryn Eickhoff #
Walter Y. Elisha #
George M. C. Fisher #
Donald V. Fites #
Ralph S. Larsen #
Donald F. McHenry #
Michael I. Sovern #
Thomas H. Wyman #
Exhibit Index
Exhibit
Number:
(3)b By-Laws of the registrant, as amended January 15,
1997 (Exhibit (3)b to Form 10-K for 1996,
File No. 1-1105).
(4) No instrument which defines the rights of holders of
long term debt, of the registrant and all of its
consolidated subsidiaries, is filed herewith pursuant
to Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant
to this regulation, the registrant hereby agrees to
furnish a copy of any such instrument to the SEC upon
request.
(10)(i)1 Form of Separation and Distribution Agreement by and
among AT&T Corp., Lucent Technologies Inc. and NCR
Corporation, dated as of February 1, 1996 and amended
and restated as of March 29, 1996 (Exhibit (10)(i)1
to Form 10-K for 1996, File No. 1-1105).
(10)(i)2 Form of Distribution Agreement, dated as of November
20, 1996, by and between AT&T Corp. and NCR
Corporation (Exhibit (10)(i)2 to Form 10-K for
1996, File No. 1-1105).
(10)(i)3 Tax Sharing Agreement by and among AT&T Corp., Lucent
Technologies Inc. and NCR Corporation, dated as of
February 1, 1996 and amended and restated as of
March 29, 1996 (Exhibit (10)(i)3 to Form 10-K
for 1996, File No. 1-1105).
(10)(i)4 Employee Benefits Agreement by and between AT&T Corp.
and Lucent Technologies Inc., dated as of February 1,
1996 and amended and restated as of March 29, 1996
(Exhibit (10)(i)4 to Form 10-K for 1996, File
No. 1-1105).
(10)(i)5 Form of Employee Benefits Agreement, dated as of
November 20, 1996, between AT&T Corp. and NCR
Corporation (Exhibit (10)(i)5 to Form 10-K for
1996, File No. 1-1105).
(10)(ii)(B)1 General Purchase Agreement between AT&T Corp. and
Lucent Technologies Inc., dated February 1, 1996 and
amended and restated as of March 29, 1996
(Exhibit (10)(ii)(B)1 to Form 10-K for 1996, File
No. 1-1105).
(10)(ii)(B)2 Form of Volume Purchase Agreement, dated as of
November 20, 1996, by and between AT&T Corp. and
NCR Corporation (Exhibit (10)(ii)(B)2 to Form 10-K
for 1996, File No. 1-1105).
(10)(iii)(A)1 AT&T Short Term Incentive Plan as amended March, 1994
(Exhibit (10)(iii)(A)1 to Form 10-K for 1994, File
No. 1-1105).
(10)(iii)(A)2 AT&T 1987 Long Term Incentive Program as amended
December 17, 1997.
(10)(iii)(A)3 AT&T Senior Management Individual Life Insurance
Program as amended March 3, 1998.
(10)(iii)(A)4 AT&T Senior Management Long Term Disability and
Survivor Protection Plan, as amended and restated
effective January 1, 1995 (Exhibit (10)(iii)(A)4 to
Form 10-K for 1996, File No. 1-1105).
.
(10)(iii)(A)5 AT&T Senior Management Financial Counseling Program
dated December 29, 1994 (Exhibit (10)(iii)(A)5 to
Form 10-K for 1994, File No. 1-1105).
(10)(iii)(A)6 AT&T Deferred Compensation Plan for Non-Employee
Directors, as amended December 15, 1993 (Exhibit (10)
(iii)(A)6 to Form 10-K for 1993, File No. 1-1105).
(10)(iii)(A)7 The AT&T Directors Individual Life Insurance Program
as amended March 2, 1998.
(10)(iii)(A)8 AT&T Plan for Non-Employee Directors' Travel Accident
Insurance (Exhibit (10)(iii)(A)8 to Form 10-K for
1990, File No. 1-1105).
(10)(iii)(A)9 AT&T Excess Benefit and Compensation Plan, as amended
and restated effective October 1, 1996 (Exhibit (10)
(iii)(A)9 to Form 10-K for 1996, File No. 1-1105).
(10)(iii)(A)10 AT&T Non-Qualified Pension Plan, as amended and
restated January 1, 1995 (Exhibit (10)(iii)(A)10 to
Form 10-K for 1996, File No. 1-1105).
(10)(iii)(A)11 AT&T Senior Management Incentive Award Deferral Plan,
as amended December 17, 1997.
(10)(iii)(A)12 AT&T Mid-Career Hire Program revised effective
January 1, 1988 (Exhibit (10)(iii)(A)4 to Form SE,
dated March 25, 1988, File No. 1-1105) including
AT&T Mid-Career Pension Plan, as amended and restated
October 1, 1996 (Exhibit (10)(iii)(A)(12) to Form
10-K for 1996, File No. 1-1105).
(10)(iii)(A)13 AT&T 1997 Long Term Incentive Program as amended
December 17, 1997.
(10)(iii)(A)14 Form of Indemnification Contract for Officers and
Directors (Exhibit (10)(iii)(A)6 to Form SE, dated
March 25, 1987, File No. 1-1105).
(10)(iii)(A)15 Pension Plan for AT&T Non-Employee Directors revised
February 20, 1989 (Exhibit (10)(iii)(A)15 to Form
10-K for 1993, File No. 1-1105).
(10)(iii)(A)16 AT&T Corp. Senior Management Basic Life Insurance
Program, as amended February 27, 1998.
(10)(iii)(A)17 Form of AT&T Benefits Protection Trust Agreement
(Exhibit (10)(iii)(A)17 to Form SE, dated March 25,
1992, File No. 1-1105).
(10)(iii)(A)18 AT&T Senior Officer Severance Plan effective October
9, 1997, as amended October 30, 1997.
(10)(iii)(A)19 Form of Pension Agreement between AT&T Corp. and
Frank Ianna dated October 30, 1997.
(10)(iii)(A)20 Form of Pension Agreement between AT&T Corp. and Gail
J. McGovern dated October 30, 1997.
(10)(iii)(A)21 Form of Pension Agreement between AT&T Corp. and John
C. Petrillo dated October 30, 1997.
(10)(iii)(A)22 Form of Pension Agreement between AT&T Corp. and John
Zeglis dated May 7, 1997.
(10)(iii)(A)23 Form of Employment Agreement between AT&T Corp. and
C. Michael Armstrong dated October 17, 1997.
(12) Computation of Ratio of Earnings to Fixed Charges.
(13) Specified portions (pages 25 through 56) of the
Company's Annual Report to Shareholders for the year
ended December 31, 1997.
(21) List of subsidiaries of AT&T.
(23) Consent of Coopers & Lybrand L.L.P.
(24) Powers of Attorney executed by officers and directors
who signed this report.
(27) Financial Data Schedules.