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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, 1995
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 January 31, 1996, the aggregate market value of the voting stock held by
non-affiliates was $ 106,686,856,743.
At January 31, 1996, 1,598,725,455 common shares were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's annual report to security holders for
the year ended December 31, 1995 (Part II)
(2) Portions of the registrant's definitive proxy statement dated
February 27, 1996, 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
#
Three Year 4-1/2% Notes, #
due February 15, 1996 #
#
Thirty-Four Year 4-3/8% Debentures, #
due October 1, 1996 #
#
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 ............................................... 9
4. Submission of Matters to a Vote of Security-Holders ............. 10
PART II
Description
5. Market for Registrant's Common Equity and Related Stockholder
Matters ....................................................... 12
6. Selected Financial Data ......................................... 12
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations ......................................... 12
8. Financial Statements and Supplementary Data ..................... 12
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ...................................... 12
PART III
Description
10. Directors and Executive Officers of the Registrant .............. 12
11. Executive Compensation .......................................... 12
12. Security Ownership of Certain Beneficial Owners and Management .. 12
13. Certain Relationships and Related Transactions .................. 12
PART IV
Description
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. 13
See page 11 for "Executive Officers of the Registrant."
PART I
ITEM 1. BUSINESS.
GENERAL
AT&T Corp. ("AT&T" or "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).
As used herein, "AT&T" and the "Company" refer to AT&T Corp., unless the
context otherwise requires.
AT&T is currently a major participant in two industries: the global
information movement and management industry and the financial services and
leasing industry.
On September 20, 1995, AT&T announced a plan to separate (the "Separation")
into three publicly-held stand-alone global companies that will each be
focused on serving certain core businesses: communication services (to be
carried on by the new AT&T, which will also include AT&T Universal Card
Services Corp. ("AT&T Universal Card Services")), communications systems and
technology (to be carried on by the newly formed Lucent Technologies Inc.
("Lucent")), and transaction-intensive computing (to be carried on by NCR
Corporation ("NCR", formerly AT&T Global Information Solutions Company)). The
new AT&T (other than AT&T Universal Card Services), Lucent and NCR are
participants in the global information movement and management industry. The
Separation is to be accomplished via spin-offs of Lucent and NCR to AT&T's
shareholders, which in the case of Lucent will be preceded by a public
offering of less than 20% of its shares. The decision to pursue the
Separation was based on a comprehensive evaluation of business, economic,
financial, public policy and technological factors with the goal to remove
complexity from the businesses, minimize internal conflicts, and, otherwise,
to improve the strategic position of each of the new companies. On September
20, 1995, AT&T also announced plans to pursue the public or private sale of
its remaining interest in AT&T Capital Corporation ("AT&T Capital"), although
AT&T cannot predict the timing or terms of any such transaction.
The Separation is targeted to be completed by the end of 1996, but remains
subject to a number of conditions. These conditions include the receipt of a
favorable tax ruling, other required approvals and the absence of events or
developments that would have a material adverse impact on AT&T or its
shareholders. On February 5, 1996, Lucent filed a registration statement with
the Securities and Exchange Commission with respect to the proposed public
offering of less than 20% of its shares.
For a discussion of the stand-alone results of each of the new AT&T, Lucent
and NCR, see "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations."
NEW AT&T CORP.
COMMUNICATIONS SERVICES GROUP
The Communications Services Group ("CSG") addresses the needs of large and
small businesses, the Federal government, state and local governments and
consumers for voice, data and video telecommunications services. Business
units within this group provide regular and custom long distance
communications services, including message telecommunications services
("MTS"), wide area telecommunications services ("WATS"), satellite transponder
services, data transmission services, AT&T True Connections 500 services,
toll-free or 800 services, 900 services, private line services, Software
Defined Network services ("SDN"), integrated services digital network ("ISDN")
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technology based services, and electronic mail, electronic data interchanges
and enhanced facsimile services. CSG introduced a variety of services this
year, including AT&T WorldNet* Service, a service providing dedicated and
dial-up access to the Internet; AT&T Network Notes, a network based workgroup
service; AT&T NetWare Connect Services, a wide area network solution; and AT&T
Business Network, an online service providing business news and information.
CSG also provides special long distance services, including AT&T Calling Card
services and special calling plans and the Company's domestic and
international operators. 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) and sells and maintains submarine cable systems.
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.
AT&T Solutions, established in 1995, assists corporations in global network
and computer management. AT&T Solutions designs, builds and operates
corporate clients computer networks, designs software and manages data centers
for its clients.
AT&T WIRELESS SERVICES
AT&T Wireless Services Inc. is the nation's largest cellular communications
company and operates the fifth largest U.S. messaging service, serving more
than 5 million customers in over 100 cities. The operations of AT&T Wireless
Services Inc. were primarily previously conducted by McCaw Cellular
Communications, Inc. ("McCaw"), which was merged with a special-purpose
subsidiary of AT&T in September 1994. At that time, McCaw owned 52% of LIN
Broadcasting Corporation ("LIN"). In September 1995, AT&T acquired the
remaining 48% publicly-held interest in LIN at an aggregate price of
approximately $3.3 billion.
In connection with the McCaw merger, AT&T, McCaw and the United States
Department of Justice ("DOJ") agreed to enter into a proposed antitrust
consent decree (the "Proposed Consent Decree") on July 15, 1994, which, when
entered, would have settled a suit challenging the merger filed the same day
by the DOJ in the United States District Court for the District of Columbia
(the "court"). In February 1996, the Telecommunications Act of 1996 (the
"Telecommunications Act") became law and effectively superseded the future
operation of the Proposed Consent Decree. As a result, the conditions imposed
by the Proposed Consent Decree on the operations of AT&T and McCaw will no
longer apply.
__________________
* Service Mark
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On March 13, 1995, the Federal Communications Commission ("FCC") announced
the conclusion of the broadband Personal Communications Services ("PCS")
auction commenced on December 5, 1994. The auction involved a total of 99 PCS
licenses in 51 Major Trading Areas ("MTAs") authorizing service on 30 MHZ of
spectrum in the 1.8 GHz band. AT&T bid a total of $1.685 billion to win
broadband PCS licenses covering 21 MTAs. AT&T is required to provide adequate
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 UNIVERSAL CARD SERVICES
AT&T Universal Card Services began operations in early 1990. The AT&T
Universal Card is a combined general-purpose consumer credit card and AT&T
Calling Card that at year-end had receivables in excess of $14 billion in
1995, $12.3 billion in 1994, $9.2 billion in 1993, $6.6 billion in 1992, and
$3.8 billion in 1991. The AT&T Universal Card is offered directly through
AT&T Universal Financial Corp., a Utah industrial loan company, and Universal
Bank, N.A., in Columbus, Georgia, which are both wholly owned by AT&T, and
under an affinity relationship with Columbus Bank and Trust Company in
Columbus, Georgia, a subsidiary of Synovus Financial Corp. AT&T Universal Card
Services provides marketing and customer support for the AT&T Universal Card
program and it purchases cardholder receivables generated by the AT&T
Universal Card program.
Some seasonality exists in the consumer credit card industry, with a higher
number of purchases occurring during the year-end holiday season. The Company
believes that the AT&T Universal Card program is one of the top three or four
bankcard/credit card programs, based on generally available industry
information, and on the number of cardholder accounts in the United States.
REGULATION AND LEGISLATIVE DEVELOPMENTS
Telecommunications Act of 1996
The Telecommunications Act preempts state and local requirements which
prohibit or have the effect of prohibiting an entity from providing
telecommunications services. In addition, the Telecommunications Act requires
incumbent local exchange carriers ("LECs"), including the Regional Bell
Operating Companies ("RBOCs"), to implement a checklist of conditions that are
designed to foster local exchange competition. These conditions include
requiring incumbent LECs to provide to competing service providers (i) local
exchange services for resale at wholesale rates, (ii) interconnection and
access to unbundled network elements at any technically feasible point and at
cost-based rates, (iii) number portability, (iv) dialing parity and (v) access
to rights of way. Although the Telecommunications Act permits interexchange
carriers and others to begin providing local exchange service at any time,
negotiations with LECs over access and interconnection agreements and the
adoption of implementing rules and regulations will be necessary before
effective local exchange competition commences.
The Telecommunications Act also permits an RBOC to petition the FCC at any
time for permission to provide interexchange services originating in any state
in its region. The FCC cannot approve such a request unless (i) approval is
consistent with the public interest, convenience and necessity; (ii) the FCC
has consulted with the DOJ and given the DOJ's views substantial weight; (iii)
the RBOC has implemented the Telecommunications Act checklist of conditions
throughout such state; and (iv) either (A) the RBOC has entered into a binding
interconnection agreement, approved by the relevant state, with one or more
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unaffiliated competing providers of telephone exchange service to residential
and business subscribers which are offered either exclusively or predominantly
over such competitors' own facilities, or (B) the RBOC has received no such
requests for interconnection within the statutory prescribed time period.
Once approved to provide interexchange services in a single in-region state,
an RBOC is also permitted to begin manufacturing telecommunications equipment.
Furthermore, the Telecommunications Act permits immediate RBOC provision
of interexchange services outside of their home service areas and certain
incidental interexchange services in their home service areas, such as those
provided in conjunction with commercial mobile and cellular services,
information services, alarm monitoring and video and audio programming
services within their home service area.
AT&T believes that the Telecommunications Act's provisions for the opening
of local exchange markets to competitive entry are significant and that the
restrictions placed on RBOC entry into in-region interexchange services should
promote service competition in the RBOC's monopoly markets before RBOC
provision of in-region interexchange services. Nonetheless, there is no
assurance that, in the administration of the Telecommunications Act, the rules
and regulations to be adopted will result in meaningful facilities-based
competition prior to RBOC provision of in-region interexchange service.
To the extent that such implementing rules and regulations do not contain
adequate provision for facilities-based local exchange competition, there is a
substantial risk that AT&T and other interexchange service providers would be
at a disadvantage to the RBOCs in the provision of local exchange services.
In addition, regardless of provisions for facilities-based local exchange
competition, the simultaneous entrance of seven RBOC competitors for
interexchange services is likely to adversely affect AT&T's long-distance
revenues and could adversely affect earnings. There is still a significant
amount of uncertainty as to the extent, timing and impact on AT&T of the RBOCs
entrance into interexchange services.
Similarly, the impact of AT&T's entrance into local services cannot
reasonably be predicted. Notwithstanding the strong local entry provisions
contained in the Telecommunications Act, various factors, including start-up
costs associated with entering new markets, local conditions and obstacles,
and the final form of implementing rules and regulations could adversely
affect future revenues and earnings. Nevertheless, the Telecommunications
Act, plus other public policy and technological changes, will likely open new
markets for AT&T in different areas of communications services. AT&T's
competitive strategy includes using its networking capabilities, respected
brand name and other resources to take advantage of these new opportunities as
they arise.
Proceedings are also pending before a number of state regulatory
commissions, including New York, California and Illinois, concerning changes
in the nature of the state regulation of telecommunication services and the
removal of constraints on local service providers. The Telecommunications Act
should require substantial changes to certain of these proceedings and provide
more uniform opportunities for local entry throughout the nation.
At the time the Telecommunications Act was enacted, numerous significant
matters were pending before the DOJ and the court concerning the Modification
of Final Judgement of 1982 (the"MFJ"). Those pending matters included a
motion to vacate the MFJ, a motion to allow Ameritech Corporation, subject to
certain conditions and DOJ supervision, to provide interexchange services
within certain LATA in its home service area after local competition is found
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to exist, and a motion to allow U S West, Inc. to provide interexchange
services outside its home service area in conjunction with its planned
out-of-region competitive local telephone services. Because the
Telecommunications Act regulates the provisions of interexchange services by
the RBOCs and thereby effectively superseded future operation of the MFJ, it
is anticipated that continuing MFJ restrictions and pending waiver requests
will be discontinued.
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. For many
years prior to July 1, 1989, the system of regulation used by the FCC for AT&T
was rate-of-return regulation. Effective July 1, 1989, the FCC adopted a new
system of regulating AT&T known as "price caps" under which 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
lacks 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 is now subject to the same regulations as its
long distance competitors for such services. Thus, AT&T is no longer subject
to price cap regulation for these services, is able to file tariffs that are
presumed lawful on one day's notice, and is free of other regulations and
reporting requirements that apply only to dominant carriers.
Like its long distance competitors, AT&T remains subject to the statutory
requirements of Title II of the Communications Act. It 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. These include: (i) a three-year rate
assurance for low income and low usage residential users; (ii) a three year
commitment to provide 5 days advance notice of any geographically specific
tariff filing that departs from AT&T's traditional approach to geographic rate
averaging for interstate residential direct dial services; (iii) a three-year
limit on, and 5 days advance notice for, rate increases on 800 directory
assistance and analog private line services; and (iv) commitments regarding
the treatment of carriers that resell AT&T's services.
AT&T's international private line services have been classified as non-
dominant for several years. AT&T's switched international services are
subject to similar competitive challenges as its domestic services though AT&T
has not received non-dominant treatment for those services. The FCC is
considering a request by AT&T for non-dominant treatment of those services.
AT&T's intrastate telecommunications services are subject to regulation in
many states by public service commissions or similar state authorities having
regulatory power over intrastate rates, lines and services and other matters.
The system of regulation used in many states, at least for some of AT&T's
services, is rate-of-return regulation. In recent years, recognizing the
competitive nature of AT&T's services, many states have adopted different
systems of regulation, such as: complete removal of rate-of-return regulation,
pricing flexibility rules for some or all of AT&T's services, price caps, and
incentive regulation.
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LUCENT TECHNOLOGIES INC.
Lucent is one of the world's leading designers, developers and
manufacturers of telecommunications systems, software and products. Lucent is
a global market leader in the sale of public telecommunications network
systems, business communications systems and microelectronic components for
communications applications. Further, Lucent is the largest supplier in the
United States of telecommunications products for consumers. In addition,
Lucent supports network operators and businesses with engineering,
installation, maintenance and operations support services. Lucent's research
and development activities are conducted through Bell Laboratories.
Lucent's systems enable network operators to provide wireline and wireless
local, long-distance and international voice, data and video services.
Lucent's networks include switching, transmission and cable systems packaged
and customized with application software, operations support systems and
associated professional services. Lucent's business systems are primarily
customer premises-based telecommunications systems that enable businesses to
communicate within and between locations. Lucent designs, develops and sells
high-performance integrated circuits, electronic power systems and
optoelectronic components for communications applications both for third
parties and for incorporation into these microelectronic products as important
components of its own systems and products. Lucent offers a wide range of
communications products in the United States for consumers and small
businesses, including corded, cordless and cellular telephones, telephone
answering systems and related accessories.
NCR CORPORATION
NCR offers computing and communications solutions together to provide
customers easy access to information and to each other. These solutions are
comprised of computer products and systems, as well as software and
professional services and support.
During the third quarter of 1995, NCR engaged in a strategic restructuring
pursuant to which it would consolidate its lines of business operations,
discontinue the manufacturing of personal computers, reduce the number of its
employees and consolidate facilities throughout the U.S. and internationally.
The plan is expected to be completed before the end of 1996.
NCR's primary focus after its restructuring is on three industries:
financial, retail and communications. Key product lines include: Financial
Systems, such as automated teller machines, image capture systems and
financial processing systems; Decision Enabling Systems, such as commercial
massively parallel processing and database systems; Platforms and Systems,
including scalable multiprocessing systems, systems software and processing
systems; Software Products, including groupware, messaging, and distributed
computing middleware; Network Products, including networking tools and
management systems such as OneVision* Network Management Solutions. The unit
also has a fully integrated business, Systemedia, that provides business forms
and media products. In addition, Worldwide Services provides comprehensive
multi-vendor support and professional services.
______________
* Service Mark
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AT&T CAPITAL CORPORATION
AT&T Capital is a full-service, diversified equipment leasing and finance
company that operates in the United States, Canada, Europe, the Asia-Pacific
region and Mexico. In August 1993, an initial public offering combined with a
management stock offering took place, which totaled approximately 14 percent
of AT&T Capital's common stock. As a result of the stock offerings,
approximately 86 percent of the outstanding common stock of AT&T Capital
(approximately 82% on a fully-diluted basis) is owned by AT&T indirectly
through its wholly owned subsidiaries. On September 20, 1995, AT&T announced
plans to pursue the public or private sale of its remaining 86% interest in
AT&T Capital, although AT&T cannot predict the timing or terms of any such
transaction.
AT&T Capital provides customized financing for AT&T's customers acquiring
AT&T and associated equipment. AT&T Capital also provides financing in
connection with general equipment used by AT&T entities and the AT&T employee
vehicle leasing program. AT&T Capital's captive programs are dependent upon
sales of products by AT&T and its affiliates and the continued acceptance of
these products in the marketplace.
AT&T Capital also leases and finances non-AT&T equipment including office,
manufacturing, data center and data processing and transportation equipment.
Additionally, AT&T Capital provides inventory financing for equipment dealers
and distributors, Small Business Administration lending, and asset management
and remarketing services.
AT&T Capital's business is diversified by customer, customer type,
equipment segments, geographic location of its customers and maturity of
receivables. In 1994 and 1995, AT&T Capital expanded its international
equipment leasing and financial services operations to customers in Europe,
Hong Kong, Australia and Mexico.
COMPETITION
AT&T currently faces significant competition in the global information
movement and management industry and expects that the level of competition
will continue to increase. As public policy and technological changes occur,
including those occasioned by the enactment of the Telecommunications Act,
AT&T anticipates that new and different competitors will enter and expand
their position in the communications services and equipment markets. These
may include entrants from other segments of the telecommunications and
information services industries and/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 financial services industry is also highly competitive. Participants
in the industry compete through price (including the ability to control
costs), risk management, innovation and customer service. Principal cost
factors include the cost of funds, the cost of selling to or acquiring new
end-user customers and vendors, and the cost of managing portfolios
(including, for example, billing, collection, credit risk management and
residual management).
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SEGMENT, OPERATING REVENUE AND RESEARCH
AND DEVELOPMENT EXPENSE INFORMATION
For information about the Company's industry and geographic segments, see
Note 15 to the Consolidated Financial Statements. Such information is
incorporated herein by reference pursuant to General Instruction G(2). For
information about the consolidated operating revenues contributed by the
Company's major classes of products and services and about consolidated
research and development expenses, see revenue tables and descriptions on
pages 24 through 27 and Consolidated Statements of Income on page 34 of the
Company's annual report to security holders for the year ended December 31,
1995. Such information is incorporated herein by reference pursuant to
General Instruction G(2).
EMPLOYEE RELATIONS
At December 31, 1995 AT&T employed approximately 300,000 persons in its
operations, approximately 250,000 of whom are located domestically . On
January 2, 1995, AT&T announced its intention to eliminate approximately
40,000 positions. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations." About 38% of the domestically
located employees of AT&T are represented by unions. Of those so represented,
about 79% are represented by the Communications Workers of America ("CWA"),
which is affiliated with the AFL-CIO; about 20% by the International
Brotherhood of Electrical Workers ("IBEW"), which is also affiliated with the
AFL-CIO; and the remainder by other unions. Labor agreements with most of
these unions extend through May, 1998.
ENVIRONMENTAL MATTERS
The operations of the Company involve the release of materials to the
environment that are subject to regulation under environmental protection
laws. The Company is involved in a number of remedial actions to clean up
hazardous wastes in accordance with the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA", or "Superfund"), the Resource
Conservation and Recovery Act ("RCRA") and state environmental laws. Such
statutes require that certain parties fund remedial actions regardless of
fault. During 1995, as in prior years, the Company has been making capital
expenditures for environmental control facilities. See "Item 3. Legal
Proceedings."
An estimate of the costs of remedial actions or the amounts of capital
expenditures for future periods is subject to a number of uncertainties
including the following: the developing nature of administrative regulations
being promulgated under CERCLA, RCRA and other environmental protection laws;
the availability of other responsible parties at a site; the availability of
information regarding conditions at potential sites; uncertainty as to how the
laws and regulations may be applied to such sites; multiple choices and costs
associated with diverse technologies that may be used in corrective actions at
such sites; and the time periods (which may be quite lengthy) over which
eventual remediation may occur. In the opinion of the Company's management,
capital expenditures and expenses in connection with remedial actions to
comply with the present environmental protection laws will not have a material
effect upon the Company's future expenditures, annual consolidated financial
statement or competitive position beyond that provided for at year-end.
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ITEM 2. PROPERTIES.
The properties of AT&T consist primarily of plant and equipment used to
provide long distance telecommunications services, manufacturing plants at
which the Company's products and systems are produced 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 operates 96 manufacturing facilities located throughout the United
States and abroad which at December 31, 1995, had a total of about 27 million
square feet. Approximately 24 million square feet are in owned facilities and
the remaining 3 million square feet are in leased premises. Some of the
non-U.S. operations are operated through joint ventures with other parties.
AT&T also operates a number of sales offices, service, repair and distribution
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 communications facilities are
in buildings owned by AT&T or leased from the regional holding companies
created at divestiture. Substantially all of the major manufacturing plants
and major centers are in owned buildings. Many of the smaller facilities are
in rented quarters. Most of the important buildings are on land held in fee,
but a few are on land held under long-term leases.
On January 2, 1996, AT&T announced that it would take charges relating to
the Separation, portions of which relate to asset impairment and facility
closings. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations."
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,
1995. 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 statements.
-10-
On February 14, 1996, Bell Atlantic Corporation and DSC Communications
Corporation filed a complaint against AT&T and Lucent in the United States
District Court for the Eastern District of Texas. The complaint alleges,
among other things, that AT&T has monopolized or attempted to monopolize
alleged markets for communications transmission equipment, related software
and caller identification services. The complaint seeks injunctive relief and
damages, after trebling, of approximately $3.5 billion. AT&T does not believe
that the complaint has merit and intends to defend the lawsuit vigorously.
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 $4,184,304 in penalties. The Company is contesting both liability
and the 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 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. The Company is contesting liability.
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. Nassau has
denied most of the allegations and is also contesting the penalty.
Negotiations and discussions are still continuing.
The foregoing environmental proceedings are 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.
See also the discussion herein in Item 1. Business, for additional
information about environmental matters.
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.
-11-
Executive Officers of the Registrant
(as of February 1, 1996)
Became AT&T
Executive
Officer On
Name Age
Robert E. Allen* ....... 61 Chairman of the Board and Chief
Executive Officer ............ 9-86
Harold W. Burlingame ... 55 Executive Vice President, Human
Resources .................... 9-86
Pier Carlo Falotti...... 53 President, AT&T International ..... 1-96
Marilyn Laurie ......... 56 Executive Vice President, Public
Relations & Employee
Information.................. 2-87
Alex J. Mandl**......... 52 President and Chief Operating
Officer....................... 8-91
Gail J. McGovern........ 44 Executive Vice President,
Business Markets Division..... 1-96
Richard W. Miller ...... 55 Senior Executive Vice President
and Chief Financial Officer... 8-93
Joseph P. Nacchio....... 46 Executive Vice President,
Consumer & Small Business
Division...................... 1-96
Lars Nyberg............. 44 Chief Executive Officer of NCR
Corporation................... 6-95
John Petrillo........... 46 Executive Vice President,
Strategy & New Service
Innovation.................... 1-96
Ron J. Ponder........... 52 Executive Vice President,
Operations & Service Management
and Chief Information
Officer....................... 1-96
Henry B. Schacht**...... 61 Chairman-designate and Chief
Executive Officer of Lucent
Technologies Inc. ............ 2-96
John D. Zeglis ......... 48 Senior Executive Vice President,
Policy Development & Operations
Support....................... 9-86
___________
*Member of the Board of Directors and Chairman of the Executive
and Proxy Committees.
**Member of the Board of Directors.
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. Mandl, Miller, Falotti, Ponder, Nyberg and Schacht who have
been officers or employees of AT&T since August 1, 1991, August 9, 1993,
February 10, 1994, June 11, 1993, June 1, 1995 and January 1, 1996,
respectively. Prior to joining AT&T, Mr. Mandl was Chairman and Chief
Executive Officer of Sea-Land Service, Inc., an ocean transportation and
distribution services company, for four years and prior thereto held executive
positions at CSX Corporation. Prior to joining AT&T, Mr. Miller was with Wang
Laboratories, Inc., a computer company, from 1989 through 1993, serving as
President and Chief Operating Officer and later as Chairman, President and
Chief Executive Officer. Mr. Falotti was President and Chief Executive
Officer of the ASK Group, a software company, from 1992 to 1994 prior to
joining AT&T. Prior to that, Mr. Falotti was President and Chief Executive
-12-
Officer of Digital Equipment Corporation Europe, a computer company. Prior to
joining AT&T, Mr. Ponder was Executive Vice President and Chief Information
Officer for Sprint Corporation, a telecommunications company, from 1991 to
1993 and prior to that Mr. Ponder was Chief Information Officer with the
Federal Express Company, an express delivery company. Prior to joining AT&T,
Mr. Nyberg was Chairman and Chief Executive Officer of Philips' Communications
Systems Division of Philips Electronics NV, a telecommunications equipment
company, from 1993 to 1995. From 1990 to 1993 he held other positions with
Philips Electronics NV. Prior to joining AT&T, Mr. Schacht was Chairman of
Cummins Engine Company, Inc., a manufacturer of diesel engines, from 1977 to
1995 and was Chief Executive Officer from 1973 to 1994.
Officers are not elected for a fixed term of office but hold office until
their successors have been elected.
PART II
Items 5. through 8.
The information required by these items is included in pages 22 through 52
and on the inside back cover of the Company's annual report to security
holders for the year ended December 31, 1995. The referenced pages of the
Company's annual report to security holders have been filed as Exhibit 13 to
this document. Such information is incorporated herein by reference, pursuant
to General Instruction G(2).
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There have been no changes in independent auditors and no disagreements
with independent auditors 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.
Based upon its review of the reports furnished to the Company during and
with respect to 1995 pursuant to Section 16(a) of the Securities Exchange Act
of 1934, the Company notes that no Form 5 for 1995 has been filed to date by
Richard A. McGinn, an Executive Vice President.
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 February 27, 1996, on page 6, the
penultimate paragraph on page 7 through page 12 and on page 25 through page
42. Such information is incorporated herein by reference, pursuant to General
Instruction G(3).
-13-
PART IV
Item 14. Exhibits, Financial Statement Schedules, 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 Auditors ...................... *
Statements:
Consolidated Statements of Income ................ *
Consolidated Balance Sheets ...................... *
Consolidated Statements of Changes in
Stockholder's Equity............................. *
Consolidated Statements of Cash Flows ............ *
Notes to Consolidated Financial Statements ....... *
(2) Financial Statement Schedules:
Report of Independent Auditors ...................... 17
Schedules:
II -- Valuation and Qualifying Accounts ............. 18
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 3-09.
(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).
(3)b By-Laws of the registrant, as amended May 18, 1994
Exhibit (3)b to Form 10-K for 1994, File No. 1-1105).
____________
*Incorporated herein by reference to the appropriate portions of the
Company's annual report to security holders for the year ended
December 31, 1995. (See Part II.)
-14-
Exhibit
Number
(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 Separation and Distribution Agreement by and among
Lucent Technologies Inc., AT&T Corp. and NCR
Corporation, dated as of February 1, 1996.
(10)(i)2 Tax Sharing Agreement by and among Lucent
Technologies Inc., AT&T Corp. and NCR Corporation,
dated as of February 1, 1996.
(10)(ii)(B)1 General Purchase Agreement by and between AT&T Corp.
and Lucent Technologies Inc., dated February 1, 1996.
(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
July 17, 1989 (Exhibit (10)(iii)(A)2 to Form SE dated
March 24, 1993, File No. 1-1105).
(10)(iii)(A)3 AT&T Senior Management Individual Life Insurance
Program dated January 1, 1987 (Exhibit (10)(iii)(A)1
to Form SE, dated March 25, 1987, File No. 1-1105)
and as revised December 1, 1994 (Exhibit
(10)(iii)(A)3 to Form 10-K for 1994, File No. 1-
1105).
(10)(iii)(A)4 AT&T Senior Management Long Term Disability and
Survivor Protection Plan dated February 23, 1984
(Exhibit (10)(iii)(A)1 to Form SE, dated February 21,
1986, 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 AT&T Directors Individual Life Insurance Program
dated January 1, 1987 (Exhibit (10)(iii)(A)3 to
Form SE, dated March 25, 1987, File No. 1-1105).
(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).
-15-
Exhibit
Number
(10)(iii)(A)9 Extract from AT&T (formerly Bell System) Management
Pension Plan regarding limitations on and payments of
pension amounts which exceed the limitations
contained in The Employee Retirement Income Security
Act, with amendments effective October 1, 1985
(Exhibit (10)(iii)(A)2 to Form SE, dated February 21,
1986, File No. 1-1105).
(10)(iii)(A)10 AT&T Non-Qualified Pension Plan, (with amendments
effective June 1, 1988) (Exhibit 10(iii)(A)10 to
Form SE, dated March 26, 1990, File No. 1-1105).
(10)(iii)(A)11 AT&T Senior Management Incentive Award Deferral Plan,
as amended January 20, 1994 and March 25, 1994
(Exhibit (10)(iii)(A)11 to Form 10-K for 1994, File
No. 1-1105).
(10)(iii)(A)12 AT&T Mid-Career Hire Program revised effective
January 1, 1988, including AT&T Mid-Career Pension
Plan, as amended May 15, 1985 (Exhibit (10)(iii)(A)4
to Form SE, dated March 25, 1988, File No. 1-1105).
(10)(iii)(A)13 AT&T 1984 Stock Option Plan, as modified December 19,
1984 (Exhibit 10(t) to Form SE, dated February
27,1985, File No. 0-13247).
(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 Senior Management Basic Life Insurance Program
(Exhibit (10)(iii)(A)16 to Form 10-K for 1990, File
No. 1-1105).
(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 Employment Agreement between American Telephone and
Telegraph Company and Alex J. Mandl dated August 1,
1991 (Exhibit (10)(iii)(A) 18 to Form 10-K for 1993,
File No. 1-1105).
(10)(iii)(A)19 Employment Agreement between American Telephone and
Telegraph Company and Richard W. Miller dated August
9, 1993.
(12) Computation of Ratio of Earnings to Fixed Charges.
(13) Specified portions (pages 22 through 52 and the
inside back cover) of the Company's Annual
Report to security holders for the year ended
December 31, 1995.
-16-
Exhibit
Number
(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 Schedule.
AT&T will furnish, without charge, to a security holder upon
request a copy of the annual report to security holders 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:
Form 8-K dated October 18, 1995 was filed pursuant to Item 5
(Other Events).
-17-
REPORT OF INDEPENDENT AUDITORS
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 33
of the 1995 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 13 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.
As discussed in our report referred to above and in Note 3 to the
consolidated financial statements, in 1993 the Company changed its methods of
accounting for postretirement benefits, postemployment benefits and income
taxes.
COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York
January 25, 1996
-18-
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
- -----------------------------------------------------------------------------------------------------------------------
Additions
------------------------
(1) (2)
Balance at Charged to Charged Balance
Beginning Costs and to Other at End
Description of Period Expenses Accounts Deductions(a) of Period
- -----------------------------------------------------------------------------------------------------------------------
Year 1995
Allowances for doubtful accounts (b) ..... $1,460 $2,378 $ 52(c) $2,049 $1,841
Reserves related to business
restructuring and facility
consolidation (d) ...................... $ 894 $4,444 $(83) $ 478 $4,777
Deferred tax asset valuation allowance ... $ 178 $ 293 $ -- $ 117 $ 354
Inventory valuation....................... $ 763 $ 773(f) $ -- $ 285 $1,251
Year 1994
Allowances for doubtful accounts (b) ..... $1,225 $1,929 $ 59(c) $1,753 $1,460
Reserves related to business
restructuring, including force
and facility consolidation (d) ......... $1,440 $ 34 $(115) $ 465 $ 894
Deferred tax asset valuation allowance ... $ 212 $ 41 $ -- $ 75 $ 178
Inventory valuation....................... $ 669 $ 198 $ -- $ 104 $ 763
The Notes on Sheet 2 are an integral part of this Schedule.
- -19-
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
- -----------------------------------------------------------------------------------------------------------------------
Additions
------------------------
(1) (2)
Balance at Charged to Charged Balance
Beginning Costs and to Other at End
Description of Period Expenses Accounts Deductions(a) of Period
- -----------------------------------------------------------------------------------------------------------------------
Year 1993
Allowances for doubtful accounts (b) ..... $1,013 $1,665 $66(c) $1,519 $1,225
Reserves related to business
restructuring, including force
and facility consolidation (d) ......... $2,006 $ 416 $ 5 $ 987(e) $1,440
Deferred tax asset valuation allowance ... $ 212 $ -- $-- $ -- $ 212
Inventory valuation....................... $ 633 $ 141 $-- $ 105 $ 669
____________
(a) Amounts written off as uncollectible, payments and reversals.
(b) Includes allowances for doubtful accounts on long-term receivables of $258, $209 and $185 in 1995, 1994 and 1993,
respectively (included in Finance receivables in the Consolidated Balance Sheets).
(c) Amounts previously written off which were credited directly to this account when recovered.
(d) Included primarily in Other current liabilities and in Other liabilities in the Consolidated Balance Sheets.
(e) Upon adoption in 1993 of Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits," $412 of business restructuring reserves established before 1993 were reclassified to postemployment benefit
liabilities.
(f) Includes $631 of inventory write-downs associated with the 1995 restructuring and other charges.
-20-
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 S. L. Prendergast
Vice President and Treasurer
February 27, 1996
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 Officer: #
#
Robert E. Allen Chairman #
of the Board #
#
#
Principal Financial Officer: #
#
Richard W. Miller Senior Executive #
Vice President and #
Chief Financial #
Officer #
#
Principal Accounting Officer: #
#
Maureen B. Tart Vice President ## By S. L. Prendergast
and Controller # (attorney-in-fact)*
#
Directors: #
# February 27, 1996
Robert E. Allen #
Kenneth T. Derr #
M. Kathryn Eickhoff #
Philip M. Hawley #
Carla A. Hills #
Belton K. Johnson #
Ralph S. Larsen #
Drew Lewis #
Alex J. Mandl #
Donald F. McHenry #
Victor A. Pelson #
Donald S. Perkins #
Michael I. Sovern #
Franklin A. Thomas #
Thomas H. Wyman #
EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the 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).
(3)b By-Laws of the registrant, as amended May 18, 1994 (Exhibit
(3)b to Form 10-K for 1994, Form 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 Separation and Distribution Agreement by and among Lucent
Technologies Inc., AT&T Corp. and NCR Corporation, dated as
of February 1, 1996.
(10)(i)2 Tax Sharing Agreement by and among Lucent Technologies Inc.,
AT&T Corp., and NCR Corporation, dated as of February 1,
1996.
(10)(ii)(B)1 General Purchase Agreement by and between AT&T Corp., and
Lucent Technologies Inc., dated February 1, 1996.
(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 July 17,
1989 (Exhibit (10)(iii)(A)2 to Form SE dated March 24, 1993,
File No. 1-1105).
(10)(iii)(A)3 AT&T Senior Management Individual Life Insurance Program
dated January 1, 1987 (Exhibit (10)(iii)(A)1 to Form SE,
dated March 25, 1987, File No. 1-1105) and as revised
December 1, 1994 (Exhibit (10)(iii)(A)3 to Form 10-K for
1994, Form No. 1-1105).
(10)(iii)(A)4 AT&T Senior Management Long Term Disability and Survivor
Protection Plan dated February 23, 1984 (Exhibit
(10)(iii)(A)1 to Form SE, dated February 21, 1986, 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 AT&T Directors Individual Life Insurance Program dated
January 1, 1987 (Exhibit (10)(iii)(A)3 to Form SE, dated
March 25, 1987, File No. 1-1105).
(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 Extract from AT&T (formerly Bell System) Management Pension
Plan regarding limitations on and payments of pension
amounts which exceed the limitations contained in The
Employee Retirement Income Security Act, with amendments
effective October 1, 1985 (Exhibit (10)(iii)(A)2 to Form SE,
dated February 21, 1986, File No. 1-1105).
(10)(iii)(A)10 AT&T Non-Qualified Pension Plan, (with amendments effective
June 1, 1988) (Exhibit 10(iii)(A)10 to Form SE, dated March
26, 1990, File No. 1-1105).
(10)(iii)(A)11 AT&T Senior Management Incentive Award Deferral Plan, as
amended January 20, 1994 and March 25, 1994 (Exhibit
(10)(iii)(A)11 to Form 10-K for 1994, File No. 1-1105).
(10)(iii)(A)12 AT&T Mid-Career Hire Program revised effective January 1,
1988, including AT&T Mid-Career Pension Plan, as amended May
15, 1985 (Exhibit (10)(iii)(A)4 to Form SE, dated March 25,
1988, File No. 1-1105).
(10)(iii)(A)13 AT&T 1984 Stock Option Plan, as modified December 19, 1984
(Exhibit 10(t) to Form SE, dated February 27, 1985, File No.
0-13247).
(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 Senior Management Basic Life Insurance Program (Exhibit
(10)(iii)(A)16 to Form 10-K for 1990, File No. 1-1105).
(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 Employment Agreement between American Telephone and
Telegraph Company and Alex J. Mandl dated August 1, 1991
(Exhibit (10)(iii)(A) 18 to Form 10-K for 1993, File No. 1-1105).
(10)(iii)(A)19 Employment Agreement between American Telephone and
Telegraph Company and Richard W. Miller dated August 9,
1993.
(12) Computation of Ratio of Earnings to Fixed Charges.
(13) Specified portions (pages 22 through 52 and the inside
back cover) of the Company's Annual Report to security
holders for the year ended December 31, 1995.
(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 Schedule.