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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: January 24, 1995
AT&T Corp.
A New York Commission File I.R.S. Employer
Corporation No. 1-1105 No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
Telephone Number (212) 387-5400
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Form 8-K
January 24, 1995 AT&T Corp.
Item 5. Other Events
Results for the Year Ended December 31, 1994
On January 24, 1995, AT&T Corp. ("AT&T" or the "Company") announced the
earnings results for the year ended December 31, 1994. The following information
is set forth below:
1. Consolidated Statements of Income for the Three Months and Twelve
Months Ended December 31, 1994 and December 31, 1993.
2. Consolidated Balance Sheets at December 31, 1994 and December 31, 1993.
3. Notes to Consolidated Financial Statements.
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Form 8-K
January 24, 1995
<TABLE>
<CAPTION>
AT&T CONSOLIDATED STATEMENTS OF INCOME
Dollars in millions except per share amounts
Three Months Ended Twelve Months Ended
December 31 December 31
<S> <C> <C> <C> <C>
1994 1993(a) 1994(a) 1993(a)
------- ------- ------- -------
SALES AND REVENUES
Telecommunications services $10,959 $10,394 $43,425 $41,623
Products and systems 7,086 5,927 21,161 17,925
Rentals and other services 2,170 2,037 7,391 7,299
Financial services and leasing 895 712 3,117 2,504
------- ------- ------- -----
TOTAL REVENUES 21,110 19,070 75,094 69,351
COSTS (c)
Telecommunications services:
Access and other interconnection costs 4,377 4,417 17,797 17,772
Other costs 1,823 1,938 7,466 7,623
------- ------- ------ ------
Total telecommunications services 6,200 6,355 25,263 25,395
Products and systems 4,518 3,665 13,273 10,966
Rentals and other services 1,125 1,055 3,629 3,563
Financial services and leasing 628 496 2,152 1,711
------- ------- ------- ------
TOTAL COSTS 12,471 11,571 44,317 41,635
GROSS MARGIN 8,639 7,499 30,777 27,716
OPERATING EXPENSES (c)
Selling, general & administrative
expenses (b) 5,591 4,988 19,637 18,037
Research & development expenses 832 833 3,110 3,111
------- ------- ------- -------
TOTAL OPERATING EXPENSES 6,423 5,821 22,747 21,148
OPERATING INCOME 2,216 1,678 8,030 6,568
Other income - net (d) 67 (39) 236 476
Loss on sale of stock by a subsidiary (e) - - - 9
Interest expense 168 326 748 1,032
------- ------- ------- -------
Income before income taxes and
cumulative effects of accounting changes 2,115 1,313 7,518 6,003
Provision for income taxes 777 537 2,808 2,301
------- ------- ------- -------
Income before cumulative effects of
accounting changes 1,338 776 4,710 3,702
------- ------- ------- -------
Cumulative effects on prior years of
changes in accounting for:
Postretirement benefits (net of
income tax benefit of $4,294) (f) - - - (7,023)
Postemployment benefits (net of
income tax benefit of $681) (g) - - - (1,128)
Income taxes (h) - - - (1,457)
-------- -------- -------- --------
Cumulative effects of accounting changes - - - (9,608)
-------- -------- -------- --------
NET INCOME (LOSS) $ 1,338 $ 776 $ 4,710 $ (5,906)
======= ======= ======= =========
Weighted average common shares
outstanding (millions) 1,571 1,554 1,564 1,547
PER COMMON SHARE:
Income before cumulative effects of
accounting changes $ 0.85 $ 0.50 $ 3.01 $ 2.39
Cumulative effects of accounting changes - - - (6.21)
--------- --------- -------- ---------
NET INCOME (LOSS) $ 0.85 $ 0.50 $ 3.01 $ (3.82)
======== ======== ======== =========
Dividends declared per common share $ 0.33 $ 0.33 $ 1.32 $ 1.32
</TABLE>
The accompanying footnotes are an integral part of the financial statements.
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Form 8-K
January 24, 1995
<TABLE>
<CAPTION>
AT&T CONSOLIDATED BALANCE SHEETS
Dollars in millions except per share amount
DECEMBER 31 DECEMBER 31
1994 1993
-------------- ----------
<S> <C> <C>
ASSETS
Cash and temporary cash investments $ 1,208 $ 671
Receivables less allowances of $1,251 and $1,040
Accounts receivable 13,671 12,294
Finance receivables 14,952 11,370
Inventories 3,633 3,222
Deferred income taxes 3,030 2,079
Other current assets 1,117 732
--------- ---------
Total current assets 37,611 30,368
Property, plant and equipment net of accumulated
depreciation of $23,947 and $22,281 22,035 21,015
Licensing cost, net of accumulated amortization
of $613 and $505 4,251 3,995
Investments 2,708 3,060
Finance receivables 4,513 3,815
Prepaid pension costs 4,151 3,575
Other assets 3,993 3,565
--------- ---------
TOTAL ASSETS $ 79,262 $ 69,393
========= =========
LIABILITIES AND DEFERRED CREDITS
Accounts payable $ 6,011 $ 4,853
Payroll and benefit-related liabilities 4,105 3,802
Postretirement and postemployment benefit liabilities 1,029 1,301
Debt maturing within one year 13,666 11,063
Dividends payable 518 448
Other current liabilities 5,601 4,587
-------- --------
Total current liabilities 30,930 26,054
Long-term debt including capital leases 11,358 11,802
Postretirement and postemployment benefit liabilities 8,754 9,083
Other liabilities 4,285 4,363
Deferred income taxes 3,913 2,231
Unamortized investment tax credits 232 270
Other deferred credits 776 263
-------- ---------
Total liabilities and deferred credits 60,248 54,066
MINORITY INTERESTS (i) 1,093 1,953
SHAREOWNERS' EQUITY
Common stock - par value $1 per share 1,569 1,547
Authorized shares: 2,000,000,000
Outstanding shares: 1,568,951,000 at December 31, 1994
1,546,518,000 at December 31, 1993
Additional paid-in capital (i) 15,825 14,324
Guaranteed ESOP obligation (305) (355)
Foreign currency translation adjustments 145 (32)
Retained earnings 687 ( 2,110)
------- --------
Total shareowners' equity 17,921 13,374
-------- -------
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $ 79,262 $ 69,393
========= ========
</TABLE>
The accompanying footnotes are an integral part of the financial statements.
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Form 8-K
January 24, 1995 AT&T Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Dollars in millions except per share amounts
(a) Previously reported quarterly results were restated to reflect the
merger of AT&T Corp. and McCaw Cellular Communications, Inc. ("McCaw")
which was accounted for as a pooling of interests. See also note (b).
Previously reported quarterly results for 1993 were restated to reflect
the adoption of Statement of Financial Accounting Standards (SFAS) No.
112 "Employers' Accounting for Postemployment Benefits." See also
note (g).
These restatements include certain other reclassifications to conform
with the current presentation: (1) The reclassification, for prior
quarters of 1994, of certain benefits customers earned through our
targeted marketing programs for telecommunications services. For
example, benefits redeemed as long distance minutes are reported as a
direct reduction to telecommunications services revenues rather than
selling, general and administrative expense. (2) The reclassification
of certain revenues and related costs in the Global Information
Solutions unit from products and systems to the rental and other
services category for all prior quarters. (3) The reclassification of
provisions for business restructuring to costs and operating expenses
for previously reported quarters in 1993. These reclassifications did
not affect operating income or net income for the periods.
(b) On September 19, 1994, AT&T merged with McCaw. As a result,197.5
million shares of McCaw common stock were converted into AT&T
common stock at an exchange ratio of one share of AT&T common stock
for each McCaw share. In addition, AT&T assumed 11.3 million McCaw
options which were converted into AT&T stock options at the same
exchange ratio resulting in 11.3 million additional AT&T stock
options at an average exercise price of $27.01. The merger was
accounted for as a pooling of interests and the consolidated
financial statements of AT&T have been restated for all periods prior
to the merger to include the accounts and operations of McCaw.
Intercompany transactions prior to 1994 have not been eliminated due
to the immateriality of the amounts involved. There were
merger-related expenses of $227 million in the third quarter ($169
million net of taxes) which are reported as selling, general and
administrative expenses. Certain reclassifications have been made
to McCaw's accounts to conform to AT&T's presentation. Operating
results of the companies for the current presentation are:
Three Months Ended Nine Months Ended
September 30 September 30
1994 1993 1994 1993
SALES AND REVENUES
AT&T $17,993 $16,662 $52,178 $48,697
McCaw 735 563 2,062 1,584
Eliminations (79) - (256) -
TOTAL $18,649 $17,225 $53,984 $50,281
NET INCOME (LOSS)
AT&T $ 1,191 $ 1,051 $ 3,431 $(4,777)
McCaw (95) (29) 34 (1,905)
Eliminations (46) - (93) -
TOTAL $ 1,050 $ 1,002 $ 3,372 $(6,682)
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Form 8-K
January 24, 1995 AT&T Corp.
(c) Provisions for business restructuring in the nine months ended
September 30, 1993 totaled $308. These provisions included $215 for
re-engineering customer support functions for telecommunications
services (including $55 for employee relocation, $25 for outplacement
costs, $30 for legal contingencies and $105 for closing facilities,
lease terminations and asset abandonments associated with centralizing
support services). There were also $93 in provisions to provide for
lease terminations, closing facilities and other related expenses for
restructuring activities in other areas.
These provisions were reclassified as follows: $234 to selling, general
and administrative expenses; $59 to the costs of products and systems;
and $15 to other line items.
(d) In June 1993, AT&T sold its remaining 77% interest in UNIX System
Laboratories, Inc. to Novell, Inc. in exchange for approximately 3% of
Novell common stock. The gain on the sale was $217.
(e) AT&T Capital Corporation ("AT&T Capital") sold 14% of its common stock
in an Initial Public Offering, thereby reducing AT&T's ownership to
86%. Due to the required recording of $18 of recourse loans by AT&T
Capital to its senior management associated with the stock offering, a
$9 loss was realized for the three and nine months ended September 30,
1993. The expected net gain on the sale after collecting these loans
over seven years will be $6.
(f) Effective January 1, 1993, AT&T adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." This
standard requires companies to accrue for estimated future
postretirement benefit expenses during the years employees are working
and earning benefits for retirement. Previously, AT&T expensed these
benefits as claims were incurred. AT&T recorded an after-tax charge of
$7,023 ($4.55 per share) to record the unprovided portion of these
liabilities as the cumulative effect of an accounting change in the
first quarter of 1993. This accounting change does not affect cash
flows.
(g) Effective January 1, 1993, AT&T adopted SFAS No. 112. This standard
requires companies to accrue for estimated future postemployment
benefits during the years employees are working and accumulating these
benefits. Before this change in accounting method, AT&T recognized the
separation costs as they were identified and disability benefits when
paid. AT&T recorded an after-tax charge of $1,128 ($0.73 per share) to
record the unprovided portion of these liabilities as the cumulative
effect of an accounting change in the first quarter of 1993. This
accounting change does not affect cash flows.
(h) Also effective January 1, 1993, AT&T adopted SFAS No. 109, "Accounting
for Income Taxes." Among other provisions, this standard requires tax
assets and liabilities to be determined using the enacted income tax
rates for the years in which taxes will be paid or refunds received.
Prior to 1993, AT&T's deferred tax accounts reflected the statutory
rates that were in effect when the deferrals were initiated. The
adoption of SFAS No. 109 reduced net income by $1,457 million, or $0.94
per share, as a result of deferred liabilities that were created by
McCaw's acquisitions prior to the merger. This reduction was recorded
as the cumulative effect of an accounting change in the first quarter
of 1993. This accounting change does not affect cash flows.
(i) On June 24, 1994, LCH Communications ("LCH"), a subsidiary of LIN
Broadcasting ("LIN"), redeemed all of their outstanding redeemable
preferred stock in exchange for all of the capital stock of one of its
subsidiaries. As a result of the redemption, the net assets were
eliminated and a gain on the sale of assets of $12 million and a tax
benefit of $74 million were recorded. There was also an increase in
additional paid-in capital and minority interests of $408 million and
$376 million, respectively.
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Form 8-K
January 24, 1995 AT&T Corp.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AT&T Corp.
By: S.L. Prendergast
Vice President and Treasurer
January 24, 1995
