<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
X Annual report pursuant to Section 15(d) of the
- --- Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1993
OR
Transition report pursuant to Section 15(d) of the
- --- Securities Exchange Act of 1934 (No Fee Required)
For the transition period from to
----- -----
Commission file number 1-1105
_________
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
AT&T Corp.
32 Avenue of the Americas, New York, NY 10013-2412
<PAGE>
AT&T RETIREMENT SAVINGS and
PROFIT SHARING PLAN
Financial Statements and
Supplemental Schedules
at December 31, 1993 and 1992
<PAGE>
<PAGE>
AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
INDEX to FINANCIAL STATEMENTS and SUPPLEMENTAL SCHEDULES
_______
Page(s)
-------
Report of Independent Auditors 2-3
Financial Statements:
Statements of Net Assets Available for Plan Benefits
at December 31, 1993 and 1992 4-5
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended December 31, 1993 6
Notes to Financial Statements 7-11
Supplemental Schedules:
Schedule of Investments at December 31, 1993 12-22
Item 27a - Schedule of Assets Held for
Investment Purposes at December 31, 1993 23
<PAGE>
<PAGE>
REPORT of INDEPENDENT AUDITORS
_______
To the AT&T Savings Plan Committee:
We have audited the financial statements of the AT&T RETIREMENT
SAVINGS and PROFIT SHARING PLAN as listed in the accompanying
index on page 1. These financial statements are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of the AT&T Retirement Savings and Profit Sharing Plan at
December 31, 1993 and 1992, and the changes in its net assets
available for plan benefits for the year ended December 31, 1993,
in conformity with generally accepted accounting principles.
-2-
<PAGE>
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule of investments is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental schedule under item 27a
is presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974 and is not a
required part of the basic financial statements. The
supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated, in all material
respects, in relation to the basic financial statements taken as
a whole.
COOPERS & LYBRAND
New York, New York
April 29, 1994
-3-
<PAGE>
<TABLE>
<CAPTION>
AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
STATEMENT of NET ASSETS AVAILABLE for PLAN BENEFITS
December 31, 1993
(Thousands of Dollars)
_______
AT&T Diversified Guaranteed South Africa
Shares Equity Interest Restricted Loan
ASSETS: Fund Portfolio Fund Fund Account Total
------ ---------- ---------- ---------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value (cost $8,759; see accompanying
schedule of investments):
Share of investments in Group Trust:
American Telephone and Telegraph Company
common shares $4,482 $ 15 $ 4,497
Other marketable securities and obligations 3,061 $543 3,604
Contracts with insurance companies $2,536 2,536
Contracts with financial institutions 156 156
Temporary cash investments 201 455 192 848
------ ------ ------ ---- -------
4,683 3,531 2,884 543 11,641
Non-Group Trust investments:
Participant loans receivable $278 278
------ ------ ------ ---- ---- -------
Total investments 4,683 3,531 2,884 543 278 11,919
Employee allotments receivable 91 56 48 12 207
Employing Company contributions receivable (Note 5) 45 29 24 6 104
Dividends and interest receivable 29 3 32
Rollovers receivable and other 10 6 28 44
Interfund receivable 21 12 33
------ ------ ------ ---- ---- -------
Total assets 4,879 3,625 2,984 573 278 12,339
------ ------ ------ ---- -------
LIABILITIES:
Interfund payable 25 8 33
------ ------ ------ ---- -------
Total liabilities 25 8 33
------ ------ ------ ---- ---- -------
Net assets available for plan benefits $4,879 $3,600 $2,976 $573 $278 $12,306
====== ====== ====== ==== ==== =======
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
-4-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
STATEMENT of NET ASSETS AVAILABLE for PLAN BENEFITS
December 31, 1992
(Thousands of Dollars)
_______
AT&T Diversified Guaranteed South Africa
Shares Equity Interest Restricted Loan
ASSETS: Fund Portfolio Fund Fund Account Total
------ --------- ------- ---------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value (cost $5,702):
Share of investments in Group Trust:
American Telephone and Telegraph Company
common shares $2,099 $ 8 $2,107
Other marketable securities and obligations 2,063 $283 2,346
Contracts with insurance companies $1,626 1,626
Contracts with financial institutions 166 166
Temporary cash investments 7 17 19 43
------ ------ ------ ---- -------
2,106 2,088 1,811 283 6,288
Non-Group Trust investments:
Participant loans receivable $117 117
------ ------ ------ ---- ---- -------
Total investments 2,106 2,088 1,811 283 117 6,405
Allotments and contributions receivable (Note 5) 54 59 37 12 162
Dividends and interest receivable 14 3 17
Rollovers receivable and other 25 3 28
Interfund receivable 17 17
------ ------ ------ ---- ---- -------
Total assets 2,216 2,153 1,848 295 117 6,629
------ ------ ------ ---- -------
LIABILITIES:
Payables for investments purchased 4 1 5
Distributions payable (Note 2) 12 16 13 4 45
Interfund payable 17 17
------ ------ ------ ---- -------
Total liabilities 12 37 14 4 67
------ ------ ------ ---- ---- -------
Net assets available for plan benefits $2,204 $2,116 $1,834 $291 $117 $6,562
====== ====== ====== ==== ==== ======
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
-5-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
STATEMENT of CHANGES in NET ASSETS AVAILABLE for PLAN BENEFITS
for the year ended December 31, 1993
(Thousands of Dollars)
_______
AT&T Diversified Guaranteed South Africa
Shares Equity Interest Restricted Loan
Fund Portfolio Fund Fund Account Total
------ --------- ------- ---------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits,
January 1, 1993 $2,204 $2,116 $1,834 $291 $117 $ 6,562
------ ------ ------ ---- ---- -------
Allotments, contributions and transfers:
Employee allotments 1,318 859 734 147 3,058
Employing Company contributions (Note 5) 1,207 839 607 139 2,792
Transfers of participants' balances, net 345 (346) (163) (10) 161 (13)
------ ------ ------ ---- ---- -------
2,870 1,352 1,178 276 161 5,837
------ ------ ------ ---- ---- -------
Investment income:
Share of investment income in Group Trust:
Dividends on American Telephone and Telegraph
Company common shares 95 95
Other dividends 32 38 70
Interest 3 3 180 4 190
Net appreciation (depreciation) of
investments (Note 2) (156) 308 (9) 143
------ ------ ------ ---- -------
(58) 343 180 33 498
------ ------ ------ ---- -------
Distributions to participants (135) (205) (213) (27) (580)
Administrative expenses (2) (6) (3) (11)
------ ------ ------ ---- ---- -------
Net increase 2,675 1,484 1,142 282 161 5,744
------ ------ ------ ---- ---- -------
Net assets available for plan benefits,
December 31, 1993 $4,879 $3,600 $2,976 $573 $278 $12,306
====== ====== ====== ==== ==== ======
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
-6-
<PAGE>
AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
NOTES to FINANCIAL STATEMENTS
_______
1. Plan Description:
The AT&T Retirement Savings and Profit Sharing Plan (the
"Plan" or "RSPS"), was established on July 1, 1991 by
American Telephone and Telegraph Company ("AT&T") to provide
a convenient way for employees of certain newly acquired
companies of AT&T to save on a regular and long-term basis.
An eligible employee enters the Plan by authorizing a
payroll allotment and making a direction of investment
entirely in the AT&T Shares Fund, Diversified Equity
Portfolio, Guaranteed Interest Fund, or South Africa
Restricted Fund, or equally in any combination of the funds.
Employee allotments of 2% to 12% of salary may be
authorized. An employee may designate allotments as pre-tax
allotments or after-tax allotments. The Employing Company
(AT&T or any subsidiary of AT&T participating in the Plan)
will contribute an amount equal to 66-2/3% of the first 6%
of the employee's salary allotment.
Loans are available to all active participating employees in
an amount not less than $1,000, up to a maximum of the
lesser of $50,000 or 50% of the employee's vested account
balance. Upon default, employees are considered to have
received a distribution and are subject to income taxes on
the distributed amount.
For a complete description of the Plan and its profit
sharing component, participants should refer to the Plan
Prospectus.
Bankers Trust Company is the trustee (the "Trustee") for the
Plan. Effective September 1, 1994, Fidelity Management
Trust Company will become the trustee for the Plan.
2. Summary of Significant Accounting Policies:
VALUATION OF INVESTMENTS
------------------------
Investments in AT&T common shares and other securities
listed on a national stock exchange are carried at fair
value determined on the basis of the last published sales
price per share on December 31, as reported on the Composite
Tape or, if no sales were made on that date, at the last
published sales price on the next preceding day on which
sales were made. Securities traded in over-the-counter
markets are carried at fair value based on the last bid
prices or closing prices on December 31, as listed in
published sources if available or, if not available, from
other sources considered reliable. All other investments
are carried at the fair value at the close of business on
December 31. The Trustee determines fair value, taking into
account values supplied by a generally accepted pricing or
-7-
<PAGE>
AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
NOTES to FINANCIAL STATEMENTS
_______
quotation service or quotations furnished by one or more
reputable sources, such as securities brokers, dealers or
investment bankers, mutual fund administrators, values of
comparable property, appraisals or other relevant
information. Contracts with insurance companies and
financial institutions, which are fully benefit responsive,
are carried at contract value (representing contributions
made under the contracts plus accumulated interest at the
contract rates).
WITHDRAWALS AND DISTRIBUTIONS
-----------------------------
In accordance with guidance issued by the American Institute
of Certified Public Accountants in 1993, the Plan has
changed its method of accounting for withdrawals and
distributions such that all amounts elected to be withdrawn
and distributed from the Plan by participants, but not yet
distributed at year-end, are no longer recorded as a
liability in the statement of net assets available for plan
benefits. Prior to 1993, withdrawals and distributions were
recorded as a liability in the period such amounts were
authorized to be paid to participants. The effect of this
change is immaterial to net assets available for plan
benefits.
PURCHASES AND SALES OF INVESTMENTS
----------------------------------
Purchases and sales of securities are recorded as of the
trade dates.
INVESTMENT INCOME
------------------
Dividend income is recorded on securities held as of the ex-
dividend dates. Interest income is recorded on the accrual
basis.
NET APPRECIATION (DEPRECIATION) IN THE VALUE OF INVESTMENTS
-----------------------------------------------------------
The Plan presents in the statement of changes in net assets
available for plan benefits the net appreciation
(depreciation) in the value of investments, which consists
of the net realized gains or losses and unrealized
appreciation (depreciation) on those investments.
Continued
-8-
<PAGE>
AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
NOTES to FINANCIAL STATEMENTS
_______
3. Participants by Investment Direction:
At December 31, 1993, the number of AT&T employees
participating by investment direction described in the Plan
Prospectus was:
Entirely in AT&T Shares Fund 199
Entirely in Diversified Equity Portfolio 68
Entirely in Guaranteed Interest Fund 143
Entirely in South Africa Restricted Fund 8
Equally in AT&T Shares Fund and Diversified Equity Portfolio 174
Equally in AT&T Shares Fund and Guaranteed Interest Fund 121
Equally in AT&T Shares Fund and South Africa Restricted Fund 16
Equally in Diversified Equity Portfolio and Guaranteed
Interest Fund 100
Equally in Diversified Equity Portfolio and South Africa
Restricted Fund 20
Equally in Guaranteed Interest Fund and South Africa
Restricted Fund 5
Equally in AT&T Shares Fund, Diversified Equity Portfolio
and Guaranteed Interest Fund 129
Equally in AT&T Shares Fund, Diversified Equity Portfolio
and South Africa Restricted Fund 33
Equally in AT&T Shares Fund, Guaranteed Interest Fund and
South Africa Restricted Fund 3
Equally in Diversified Equity Portfolio, Guaranteed Interest
Fund and South Africa Restricted Fund 13
Equally in AT&T Shares Fund, Diversified Equity Portfolio,
Guaranteed Interest Fund and South Africa Restricted Fund 47
----
Total 1,079
======
4. Tax Status:
Since its inception, the Plan has been designed and operated to be in
compliance with the applicable requirements of Section 401(a) of the
Internal Revenue Code, as amended (the "Code"), and AT&T intends to
make any amendments required by the Internal Revenue Service to ensure
continued compliance. Therefore, Plan management believes that the
Plan was qualified under Code Section 401(a) and the related Trust was
tax exempt under Code Section 501(a) at the date of the financial
statements.
5. Employing Company Contributions:
The Employing Company contributes on behalf of each of its
participating employees an amount equal to 66-2/3% of the first 6% of
the allotment of each such employee.
Employing Company contributions are reduced by forfeited
contributions.
In addition, the Employing Company may, at its discretion, elect to
make an annual profit sharing contribution to the Plan of up to 6% of
the compensation of eligible employees. In 1993, this contribution
amounted to approximately $1.3 million.
For information regarding Employing Company contributions and profit
sharing contributions, participants should refer to the Plan
Prospectus.
Continued
-9-
<PAGE>
AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
NOTES to FINANCIAL STATEMENTS
_______
6. Group Trust Agreement:
On January 1, 1990, AT&T established a group trust (the "Group
Trust"), which contains the pooled assets of the various funds of the
AT&T Long Term Savings and Security Plan ("LTSSP"), the AT&T Long Term
Savings Plan for Management Employees, and the Plan. Income and
assets of the Group Trust are allocated monthly among the three plans
on the basis of prior-month balances and current activity. Plan
participation in the Group Trust was initiated on July 1, 1991.
Effective January 1, 1994, the assets of the LTSSP were transferred to
a newly formed group trust.
7. Transfer of Participant Balances to Other Plans:
Effective January 1, 1994, AT&T Capital Corporation established their
own savings plan. Their respective net assets will be transferred out
of the Plan during 1994.
8. Concentrations of Credit Risk:
Financial instruments which potentially subject the Plan to
concentrations of credit risk consist principally of investment
contracts with insurance companies and other financial institutions.
The Plan places its investment contracts with high-credit quality
insurance companies and financial institutions and, by policy, limits
the amount of credit exposure to any one company or institution.
9. Termination Priorities:
In the event that the Plan is terminated, subject to conditions set
forth in the Employee Retirement Income Security Act of 1974, the Plan
provides that the net assets be distributed to participating employees
in amounts equal to their respective interests in such assets.
10. Plan Expenses:
Brokerage, investment manager and Trustee fees are paid by the Plan.
11. Reconciliation to Form 5500:
A liability in the amount of approximately $168 thousand, relating to
participants who have elected to withdraw from the Plan but have not
yet been paid (see Note 2), has been reflected on Form 5500 in the
statement of net assets available for plan benefits, as well as in the
statement of changes in net assets available for plan benefits in
accordance with Department of Labor Requirements.
Continued
-10-
<PAGE>
<TABLE>
<CAPTION> AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
SCHEDULE of INVESTMENTS
December 31, 1993
(Thousands of Dollars)
_______
GROUP TRUST INVESTMENTS:
- -----------------------
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ----- -----
AT&T SHARES FUND
-----------------
<S> <C> <C> <C> <C>
American Telephone and Telegraph Company
common shares - (91.8%) 100,774,277 shs $2,871,938 $5,290,647
Temporary cash investments - (4.1%):
BT Pyramid Directed Acct. Cash Fund $237,937 237,937 237,937
---------- ---------
Total AT&T Shares Fund $3,109,875 $5,528,584
========== =========
Allocated to:
AT&T Long Term Savings Plan
for Management Employees
("LTSPME") 66.2839% $2,061,346 $3,664,561
AT&T Long Term Savings and
Security Plan ("LTSSP") 33.6314% 1,045,895 1,859,340
AT&T Retirement Savings and
Profit Sharing Plan ("RSPS") .0847% 2,634 4,683
--------- ---------
$3,109,875 $5,528,584
========= =========
GOVERNMENT OBLIGATIONS FUND
---------------------------
U.S. Treasury Notes:
U.S. Treasury Notes, 8.625%
August 15, 1994 $ 3,200 $ 3,375 $ 3,299
U.S. Treasury Notes, 8.50%
August 15, 1995 101,280 109,248 108,227
U.S. Treasury Notes, 7.625%
April 30, 1996 44,210 47,351 47,353
U.S. Treasury Notes, 7.25%
August 31, 1996 24,600 26,651 26,284
U.S. Treasury Notes, 6.75%
February 28, 1997 82,890 88,006 87,915
U.S. Treasury Notes, 5.75%
October 31, 1997 3,300 3,393 3,396
U.S. Treasury Notes, 4.75%
October 31, 1998 17,985 17,901 17,665
U.S. Treasury Notes, 4.375%
November 15, 1996 46,000 45,863 45,813
U.S. Treasury Notes, 4.25%
July 31, 1995 16,165 16,187 16,208
U.S. Treasury Notes, 4.25%
November 30, 1995 43,745 43,787 43,772
U.S. Treasury Notes, 4.125%
June 30, 1995 18,100 18,134 18,131
------- -------
419,896 418,063
------- -------
</TABLE>
Continued
-11-
<PAGE>
<TABLE>
<CAPTION> AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
SCHEDULE of INVESTMENTS
December 31, 1993
(Thousands of Dollars)
_______
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---- -----
GOVERNMENT OBLIGATIONS FUND, Continued
--------------------------------------
<S> <C> <C> <C>
Federal Mortgage Agency Obligations:
Federal National Mortgage Association,
7.75%, May 1, 2004 $ 5,419 $ 5,412 $ 5,653
Federal Home Loan Mortgage Corp.,
8.40%, January 15, 2005 11,039 11,504 11,418
Federal Home Loan Mortgage Corp.,
Var. rate, April 15, 2022 3,219 3,232 3,289
Federal Home Loan Mortgage Corp.,
7.00%, September 1, 2009 970 942 991
Federal Home Loan Mortgage Corp.,
7.00%, November 1, 2006 4,157 3,942 4,247
Federal Home Loan Mortgage Corp.,
7.00%, May 1, 2006 2,489 2,361 2,543
Federal Home Loan Mortgage Corp.,
7.00%, April 1, 2005 2,413 2,307 2,465
------ ------
29,700 30,606
------ ------
Other Federal Agency Mortgage-Backed:
CMO Trust 64-F, 9.00%, May 20, 1997 3,021 3,157 3,161
CMO Trust 64-A1, 9.00%, October 20, 2014 5,591 5,836 5,617
Bear Stearns Investment Trust 88-6 6B,
Zero Coupon, December 1, 2018 8,769 6,743 8,355
Government Trust G, 8.00%, May 15, 1998 13,895 14,355 14,920
Guaranteed Trade Trust 1993-A, 4.86%,
April 1, 1998 16,200 16,200 16,200
------ ------
46,291 48,253
------ ------
Temporary Investments:
BT Pyramid Directed Acct. Cash Fund 123,347 123,347 123,347
------- -------
Total Government Obligations Fund $619,234 $620,269
======= =======
Allocated to:
LTSPME 100.0% $619,234 $620,269
======= =======
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION> AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
SCHEDULE of INVESTMENTS
December 31, 1993
(Thousands of Dollars)
_______
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---- -----
DIVERSIFIED EQUITY PORTFOLIO
----------------------------
<S> <C> <C> <C>
American Telephone and Telegraph Company
common shares - (.4%) 125,000 shs $ 6,562 $ 6,562
Other Marketable Securities:
Domestic Common Stocks:
Automobiles:
Ford Motor Co. 104,100 4,715 6,714
General Motors Corp. 156,000 6,428 8,561
------ ------
11,143 15,275
------ ------
Banks:
Bank of Boston 257,000 4,693 5,911
BankAmerica Corp. 123,000 5,371 5,704
Central Fidelity Banks Inc. 17,600 488 488
Citicorp 254,000 5,538 9,366
First Interstate Bancorp 51,000 2,358 3,270
First Virginia Banks, Inc. 16,200 531 531
Mercantile Bank Shares Corp. 18,900 362 362
J.P. Morgan & Co. Incorporated 73,000 2,708 5,064
NBD Bancorp, Inc. 46,000 807 1,369
Norwest Corporation 230,000 2,079 5,606
------ ------
24,935 37,671
------ ------
Building - Forest Products:
Boise Cascade Corp. 95,000 3,900 2,233
Weyerhaeuser Co. 130,000 3,237 5,801
----- -----
7,137 8,034
----- -----
Building - Other:
Fluor Corporation 63,000 1,457 2,552
Masco Corporation 174,900 3,980 6,471
----- -----
5,437 9,023
----- -----
Chemicals:
American Cyanamid Co. 43,500 2,186 2,186
Dow Chemical Co. 80,000 3,432 4,540
Raychem Corp. 129,000 4,395 4,837
WR Grace & Co. 91,000 3,437 3,697
------ ------
13,450 15,260
------ ------
Drugs:
American Home Products Corp. 30,000 1,943 1,943
Pfizer Inc. 33,000 1,163 2,277
Upjohn Co. 211,700 6,533 6,139
------ ------
9,639 10,359
------ ------
</TABLE>
Continued
-13-
<PAGE>
<TABLE>
<CAPTION> AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
SCHEDULE of INVESTMENTS
December 31, 1993
(Thousands of Dollars)
_______
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---- -----
DIVERSIFIED EQUITY PORTFOLIO, Continued
---------------------------------------
<S> <C> <C> <C>
Other Marketable Securities, Continued:
Domestic Common Stocks, Continued:
Electrical Equipment:
General Electric Co. 60,100 shs $ 3,504 $ 6,303
ITT Corp. 69,000 3,811 6,296
------ ------
7,315 12,599
------ ------
Electrical Household Appliances:
Whirlpool Corp. 73,000 1,872 4,855
------ ------
Electronics:
Hewlett-Packard Co. 71,000 3,251 5,609
Motorola Inc. 49,900 1,145 4,603
Texas Instruments Inc. 118,000 3,864 7,493
------ ------
8,260 17,705
------ ------
Finance:
American Express Co. 302,000 7,438 9,324
Federal National Mortgage Assn. 64,400 5,056 5,056
Integra Financial Corp. 7,590 326 326
------ ------
12,820 14,706
------ ------
Food Products:
CPC Intl Inc. 35,000 1,667 1,667
------ ------
Insurance:
CIGNA Corp. 74,800 3,821 4,694
Chubb Corp. 80,000 6,001 6,230
General Reinsurance Corp. 52,000 1,589 5,564
St. Paul Cos. Inc. 51,000 2,438 4,583
------ ------
13,849 21,071
------ ------
Investment Companies:
Morgan Stanley Group Inc. 4,400 311 311
------ ------
Machinery - Agriculture:
Deere & Company 134,300 6,267 9,938
------ ------
Machinery - Other:
Caterpillar Inc. 104,500 6,081 9,301
Sundstrand Corp. 25,000 845 1,050
------ ------
6,926 10,351
------ ------
Metals - Aluminum:
Aluminum Co. of America 96,000 6,019 6,660
------ ------
</TABLE>
Continued
-14-
<PAGE>
<TABLE>
<CAPTION> AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
SCHEDULE of INVESTMENTS
December 31, 1993
(Thousands of Dollars)
_______
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---- -----
DIVERSIFIED EQUITY PORTFOLIO, Continued
---------------------------------------
<S> <C> <C> <C>
Other Marketable Securities, Continued:
Domestic Common Stocks, Continued:
Office and Business Equipment:
Digital Equipment Corp. 229,000 shs $14,388 $ 7,843
International Business Machines
Corp. 189,000 14,684 10,679
Minnesota Mining and Mfg. Co. 50,000 4,614 5,438
Seagate Technology Co. 34,000 807 807
Tandem Computers Incorporated 400,000 5,990 4,350
Xerox Corp. 84,000 4,919 7,507
------- -------
45,402 36,624
------- -------
Oil - Domestic:
Amerada Hess Corp. 140,000 5,939 6,317
Chevron Corporation 77,000 3,908 6,709
Phillips Petroleum Co. 140,000 3,866 4,060
------- -------
13,713 17,086
------- -------
Oil - International:
Mobil Corporation 117,000 6,551 9,258
------- -------
Oil - Service:
Halliburton Co. 180,700 5,499 5,760
------- -------
Paper:
International Paper Co. 91,000 5,188 6,165
James River Corp. of VA. 327,400 6,235 6,302
------- -------
11,423 12,467
------- -------
Photographic Equipment:
Eastman Kodak Company 121,400 6,829 6,829
------- -------
Publishing:
R.R. Donnelley & Sons Co. 192,000 3,088 5,976
The Times Mirror Company 180,300 5,468 6,018
------- -------
8,556 11,994
------- -------
Retail Trade:
American Stores Company 41,900 1,802 1,802
Dayton-Hudson Corp. 136,000 7,420 9,061
Fleming Companies, Inc. 110,900 3,213 2,745
Fred Meyer Inc. 13,825 497 497
Nordstrom, Inc. 251,600 7,227 8,303
JC Penney Inc. 25,800 1,358 1,358
------- -------
21,517 23,766
------- -------
Savings & Loan:
Golden West Financial Corp. 161,000 6,543 6,279
------- -------
</TABLE>
Continued
-15-
<PAGE>
<TABLE>
<CAPTION> AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
SCHEDULE of INVESTMENTS
December 31, 1993
(Thousands of Dollars)
_______
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---- -----
DIVERSIFIED EQUITY PORTFOLIO, Continued
---------------------------------------
<S> <C> <C> <C>
Other Marketable Securities, Continued:
Domestic Common Stocks, Continued:
Soaps:
Procter & Gamble Co. 144,000 shs $ 3,419 $ 8,208
-------- --------
Textile and Apparel:
Melville Corp. 188,000 8,072 7,638
-------- --------
Tire & Rubber:
Goodyear Tire & Rubber Co. 69,200 3,166 3,166
-------- --------
Transportation:
CSX Corp. 24,000 1,965 1,965
Federal Express Corp. 119,200 5,366 8,448
Union Pacific Corp. 79,000 900 4,947
-------- --------
8,231 15,360
-------- --------
Utilities - Electric:
Central & South West Corp. 85,000 1,190 2,571
Commonwealth Edison Co. 183,000 5,226 5,147
Pacific Gas & Electric Co. 30,000 540 1,054
Texas Utilities Company 45,000 1,300 1,946
-------- --------
8,256 10,718
-------- --------
Utilities - Natural Gas:
Consolidated Nat. Gas Co. 52,000 1,773 2,444
-------- --------
Utilities - Telephone:
NYNEX Corporation 70,000 2,392 2,809
-------- --------
Total Domestic Common Stocks - (24.1%) 304,951 382,453
-------- --------
Foreign Common Stocks:
Drug:
Smithkline Beecham 260,000 7,209 7,117
-------- --------
Oil - International:
Royal Dutch Petroleum Co. 50,000 2,936 5,219
-------- --------
Transportation:
Canadian PAC Ltd. 345,000 4,030 5,606
-------- --------
Utility - Telephone:
LM Erisson Tel Co. 63,300 1,312 2,556
-------- --------
Total Foreign Common Stocks - (1.3%) 15,487 20,498
-------- --------
</TABLE>
Continued
-16-
<PAGE>
<TABLE>
<CAPTION> AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
SCHEDULE of INVESTMENTS
December 31, 1993
(Thousands of Dollars)
_______
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---- -----
DIVERSIFIED EQUITY PORTFOLIO, Continued
---------------------------------------
<S> <C> <C> <C> <C>
Other Marketable Securities, Continued:
Pooled Common Stocks:
Bankers Trust Pyramid S&P 500
Equity Index Fund 963,175 units $ 682,452 $ 952,243
---------- ----------
Total Pooled Common Stocks - (60.0%) 682,452 952,243
---------- ----------
Temporary Cash Investments - (12.6%):
BT Pyramid Directed Acct. Cash Fund $200,210 200,210 200,210
---------- ----------
Total Diversified Equity Portfolio $1,203,100 $1,555,404
========== ==========
Allocated to:
LTSPME 95.5552% 1,149,625 1,486,269
LTSSP 4.2178% 50,744 65,604
RSPS .2270% 2,731 3,531
---------- ----------
$1,203,100 $1,555,404
========== ==========
GUARANTEED INTEREST FUND
------------------------
Contracts with Insurance Companies - (85.2%):
Aetna Life Insurance Company $ 111,277$ 111,277
Allstate Life Insurance Company 51,418 51,418
CIGNA Life Insurance Company 195,082 195,082
CNA Insurance Company 35,368 35,368
Commonwealth Life Insurance Company 209,070 209,070
Confederation Life Insurance Company 101,805 101,805
Crown Life Insurance Company 34,111 34,111
The Hartford Life Insurance Company 219,164 219,164
John Hancock Mutual Life Insurance
Company 371,755 371,755
Lincoln National Life Insurance Company 88,172 88,172
Massachusetts Mutual Life Insurance
Company 294,280 294,280
Metropolitan Life Insurance Company 332,504 332,504
New York Life Insurance Company 362,583 362,583
Pacific Mutual Life Insurance Company 126,972 126,972
Principal Financial Insurance Company 179,019 179,019
Provident National Life Assurance Company 120,135 120,135
The Prudential Insurance Company of
America 414,123 414,123
Sun Life of Canada 81,068 81,068
--------- ---------
3,327,906 3,327,906
--------- ---------
</TABLE>
Continued
-17-
<PAGE>
<TABLE>
<CAPTION> AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
SCHEDULE of INVESTMENTS
December 31, 1993
(Thousands of Dollars)
_______
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---- -----
GUARANTEED INTEREST FUND, Continued
-----------------------------------
<S> <C> <C> <C> <C>
Contracts with Financial Institutions - (5.3%):
Bankers Trust Company $ 128,518$ 128,518
JP Morgan 65,263 65,263
Long Term Credit Bank of Japan Ltd. 11,754 11,754
--------------------
205,535 205,535
--------------------
Temporary Cash Investments - (6.4%):
BT Pyramid Discretionary Cash Fund $158,002 158,002 158,002
BT Pyramid Directed Acct. Cash Fund 93,423 93,423 93,423
--------------------
251,425 251,425
--------------------
Total Guaranteed Interest Fund $3,784,866 $3,784,866
====================
Allocated to:
LTSPME 79.2062% $2,997,849$2,997,849
LTSSP 20.7176% 784,133 784,133
RSPS .0762% 2,884 2,884
--------------------
$3,784,866$3,784,866
====================
SOUTH AFRICA RESTRICTED FUND
----------------------------
Investment Companies - (94.7%):
Miller, Anderson and Sherrard
Select Equity Portfolio $ 12,789 $ 213,386 $ 226,870
---------- -----------
Total South Africa Restricted Fund $ 213,386 $ 226,870
========== ===========
Allocated to:
LTSPME 91.4626% $ 195,168 $ 207,501
LTSSP 8.2983% 17,708 18,826
RSPS .2391% 510 543
--------------------
$ 213,386 $ 226,870
========== ===========
TOTAL GROUP TRUST INVESTMENTS $8,930,461 $11,715,993
========== ===========
TOTAL ALLOCATION OF GROUP TRUST INVESTMENTS:
LTSPME $7,023,222 $ 8,976,449
LTSSP 1,898,480 2,727,903
RSPS 8,759 11,641
---------- -----------
$8,930,461 $11,715,993
========== ===========
</TABLE>
Continued
-18-
<PAGE>
<TABLE>
<CAPTION> AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
SCHEDULE of INVESTMENTS
December 31, 1993
(Thousands of Dollars)
_______
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
--------------------------------- --------- ---- -----
NON-GROUP TRUST INVESTMENTS:
- ---------------------------
LOAN ACCOUNT
------------
<S> <C> <C>
Participant Loans Receivable - (100%), $ - $278
6% ------ -----
Total Loan Account $ - $278
====== =====
TOTAL NON-GROUP TRUST INVESTMENTS SPECIFIC to RSPS $ - $278
====== =====
</TABLE>
Continued
-19-
<PAGE>
<TABLE>
<CAPTION>
AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
SCHEDULE of INVESTMENTS
December 31, 1993
(Thousands of Dollars)
_______
SUMMARY of RSPS INVESTMENTS
Group Non-Group
Trust Trust Total
----- --------- ------
<S> <C> <C> <C>
AT&T Shares Fund $ 4,683 $ 4,683
Diversified Equity Portfolio 3,531 3,531
Guaranteed Interest Fund 2,884 2,884
South Africa Restricted Fund 543 543
Loan Account $278 278
------- ----- -------
Grand total RSPS $11,641 $278 $11,919
======= ===== =======
</TABLE>
Continued
-20-
<PAGE>
AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
SCHEDULE of INVESTMENTS, Continued
December 31, 1993
_______
NOTES to SCHEDULE of INVESTMENTS
--------------------------------
1. The Plan's share of the investments in AT&T common shares, the Bankers
Trust Pyramid Directed Account Cash Fund and the Bankers Trust Pyramid
S&P 500 Equity Index Fund each represent 5% or more of the Plan's net
assets available for plan benefits.
2. At December 31, 1993, contracts with insurance companies and financial
institutions held by the Group Trust were crediting interest at a
composite effective annual interest rate of 7.69%.
3. Percentages in parentheses represent the percentage of the Plan's
share of the market value of each investment category to the
respective fund's net assets available for plan benefits.
-21-
<PAGE>
<TABLE>
<CAPTION>
AT&T RETIREMENT SAVINGS and PROFIT SHARING PLAN
Item 27a - SCHEDULE of ASSETS HELD for INVESTMENT PURPOSES
December 31, 1993
(Thousands of Dollars)
_______
Number of
Shares or
Principal
Name of Issuer and Title of Issue Amount Cost Value
- --------------------------------- --------- ---- ------
LOAN ACCOUNT
------------
<S> <C> <C>
Participant Loans Receivable, 6% $ - $278
----- ----
Total Loan Account $ - $278
===== =====
TOTAL NON-GROUP TRUST INVESTMENTS SPECIFIC to RSPS $ - $278
===== ====
</TABLE>
-22-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Savings Plan Committee has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
Retirement Savings and
Profit Sharing Plan
By: Savings Plan Committee
S. L. Fordham
Savings Plan Administrator
Date: May 3, 1994
<PAGE>
EXHIBIT INDEX
Exhibit Number
- --------------
23 Consent of Coopers & Lybrand
<PAGE> EXHIBIT (23)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement of AT&T Corp. on Form S-8 of the AT&T RETIREMENT SAVINGS
AND PROFIT SHARING PLAN (Registration No. 33-39708) of our report
dated April 29, 1994, on our audits of the financial statements of
the AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN at December 31,
1993 and 1992 and for the year ended December 31, 1993, and the
supplemental schedules at December 31, 1993.
Coopers & Lybrand
New York, New York
May 5, 1994
