FORM 10-K/A
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, 1998
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 con-tained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
At February 26, 1999, the aggregate market value of voting stock held by
non-affiliates was $143,517,069,605.
At February 26, 1999, 1,746,368,779 common shares were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's annual report to shareholders for the year
ended December 31, 1998 (Part II) (2) Portions of the registrant's definitive
proxy statement dated March 25, 1999 issued in connection with the annual
meeting of shareholders (Part III)
<PAGE>
The undersigned registrant hereby amends its Form 10-K filed with the
Securities Exchange Commission for the year ended December 31, 1998 to replace
in its entirety the Report of Independent Accountants filed therewith with the
Report of Independent Accountants set forth below, and to replace the Consent of
Pricewaterhouse Coopers, LLP filed as Exhibit 23 to the Form 10-K with the
exhibit filed herewith.
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K.
(a) Documents filed as a part of the report:
(1) Financial Statements:
Pages
-----
Report of Management ............................... *
Report of Independent Accountants .................. *
Statements:
Consolidated Statements of Income .................. *
Consolidated Balance Sheets ........................ *
Consolidated Statements of Changes in
Shareowners' Equity .......................... *
Consolidated Statements of Cash Flows .............. *
Notes to Consolidated Financial Statements ......... *
(2) Financial Statement Schedule:
Report of Independent Accountants .................. 48
Schedule:
II -- Valuation and Qualifying Accounts ............ 49
Separate financial statements of subsidiaries not consolidated and
50 percent or less owned persons are omitted since no such
entity constitutes a "significant subsidiary" pursuant to the
provisions of Regulation S-X, Article 3-9.
- ------------
* Incorporated herein by reference to the appropriate portions of the Company's
annual report to shareholders for the year ended December 31, 1998.
(See Part II.)
<PAGE>
(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, Certificate of Amendment of the
registrant filed April 20, 1994, Certificate of Amendment
filed June 8, 1998 and Certificate of Amendment filed March 9,
1999 (Exhibit (3)a to Form 10-K for 1998, File No. 1-1105).
(3)b By-Laws of the registrant, as amended March 17, 1999 (Exhibit
(3)b to Form 10-K for 1998, File No. 1-1105).
(4) No instrument which defines the rights of holders of long term
debt, of the registrant and all of its consolidated
subsidiaries, is filed herewith pursuant to Regulation S-K,
Item 601(b)(4)(iii)(A). Pursuant to this regulation, the
registrant hereby agrees to furnish a copy of any such
instrument to the SEC upon request.
(10)(i)1 Form of Separation and Distribution Agreement by and among
AT&T Corp., Lucent Technologies Inc. and NCR Corporation,
dated as of February 1, 1996 and amended and restated as of
March 29, 1996 (Exhibit (10)(i)1 to Form 10-K for 1996, File
No. 1-1105).
(10)(i)2 Form of Distribution Agreement, dated as of November 20, 1996,
by and between AT&T Corp. and NCR Corporation (Exhibit (10)(i)
2 to Form 10-K for 1996, File No. 1-1105).
(10)(i)3 Tax Sharing Agreement by and among AT&T Corp., Lucent
Technologies Inc. and NCR Corporation, dated as of February 1,
1996 and amended and restated as of March 29, 1996 (Exhibit
(10)(i)3 to Form 10-K for 1996, File No. 1-1105).
(10)(i)4 Employee Benefits Agreement by and between AT&T Corp. and
Lucent Technologies Inc., dated as of February 1, 1996 and
amended and restated as of March 29, 1996 (Exhibit (10)(i)4 to
Form 10-K for 1996, File No. 1-1105).
(10)(i)5 Form of Employee Benefits Agreement, dated as of November 20,
1996, between AT&T Corp. and NCR Corporation (Exhibit (10)(i)5
to Form 10-K for 1996, File No. 1-1105).
(10)(ii)(B)1 General Purchase Agreement between AT&T Corp. and Lucent
Technologies Inc., dated February 1, 1996 and amended and
restated as of March 29, 1996 (Exhibit (10)(ii)(B)1 to Form
10-K for 1996, File No. 1-1105).
(10)(ii)(B)2 Form of Volume Purchase Agreement, dated as of November 20,
1996, by and between AT&T Corp. and NCR Corporation (Exhibit
(10)(ii)(B)2 to Form 10-K for 1996, File No. 1-1105).
(10)(iii)(A)1 AT&T Short Term Incentive Plan as amended March, 1994 (Exhibit
(10)(iii)(A)1 to Form 10-K for 1994, File No. 1-1105).
(10)(iii)(A)2 AT&T 1987 Long Term Incentive Program as amended December 17,
1997 (Exhibit (10)(iii)(A)2 to Form 10-K for 1997, File No.
1-1105).
(10)(iii)(A)3 AT&T Senior Management Individual Life Insurance Program as
amended March 3, 1998 (Exhibit (10)(iii)(A)3 to Form 10-K for
1997, File No. 1-1105).
(10)(iii)(A)4 AT&T Senior Management Long Term Disability and Survivor
Protection Plan, as amended and restated effective January 1,
1995 (Exhibit (10)(iii)(A)4 to Form 10-K for 1996, File No.
1-1105).
.
(10)(iii)(A)5 AT&T Senior Management Financial Counseling Program dated
December 29, 1994 (Exhibit (10)(iii)(A)5 to Form 10-K for
1994, File No. 1-1105).
(10)(iii)(A)6 AT&T Deferred Compensation Plan for Non-Employee Directors, as
amended December 15, 1993 (Exhibit (10) (iii)(A)6 to Form 10-K
for 1993, File No. 1-1105).
(10)(iii)(A)7 The AT&T Directors Individual Life Insurance Program as
amended March 2, 1998 (Exhibit (10)(iii)(A)7 to Form 10-K for
1997, 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 AT&T Excess Benefit and Compensation Plan, as amended and
restated effective October 1, 1996 (Exhibit (10)(iii)(A)9 to
Form 10-K for 1996, File No. 1-1105).
(10)(iii)(A)10 AT&T Non-Qualified Pension Plan, as amended and restated
January 1, 1995 (Exhibit (10)(iii)(A)10 to Form 10-K for 1996,
File No. 1-1105).
(10)(iii)(A)11 AT&T Senior Management Incentive Award Deferral Plan, as
amended January 21, 1998 (Exhibit (10)(iii)(A)11 to Form 10-K
for 1998, File No. 1-1105).
(10)(iii)(A)12 AT&T Mid-Career Hire Program revised effective January 1, 1988
(Exhibit (10)(iii)(A)4 to Form SE, dated March 25, 1988, File
No. 1-1105) including AT&T Mid-Career Pension Plan, as
amended and restated October 1, 1996, (Exhibit (10)(iii)(A)12
to Form 10-K for 1996, File No. 1-1105).
(10)(iii)(A)13 AT&T 1997 Long Term Incentive Program as amended December 17,
1997 (Exhibit (10)(iii)(A)13 to Form 10-K for 1997, File
No. 1-1105).
(10)(iii)(A)14 Form of Indemnification Contract for Officers and Directors
(Exhibit (10)(iii)(A)6 to Form SE, dated March 25, 1987, File
No. 1-1105).
(10)(iii)(A)15 Pension Plan for AT&T Non-Employee Directors revised February
20, 1989 (Exhibit 10)(iii)(A)15 to Form 10-K for 1993, File
No. 1-1105).
(10)(iii)(A)16 AT&T Corp. Senior Management Basic Life Insurance Program, as
amended February 27, 1998 (Exhibit (10)(iii)(A)16 to Form 10-K
for 1997, File No. 1-1105).
(10)(iii)(A)17 Form of AT&T Benefits Protection Trust Agreement as amended
and restated as of November 1993, including the first
amendment thereto dated December 23, 1997 (Exhibit
(10)(iii)(A)17 to Form 10-K for 1998, File No. 1-1105).
(10)(iii)(A)18 AT&T Senior Officer Severance Plan effective October 9, 1997,
as amended October 30, 1997 (Exhibit (10)(iii)(A)18 to Form
10-K for 1997, File No. 1-1105).
(10)(iii)(A)19 Form of Pension Agreement between AT&T Corp. and Frank Ianna
dated October 30, 1997 (Exhibit (10)(iii)(A)19 to Form 10-K
for 1997, File No. 1-1105).
(10)(iii)(A)20 Form of Pension Agreement between AT&T Corp. and John C.
Petrillo dated October 30, 1997 (Exhibit (10)(iii)(A)21 to
Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)21 Form of Pension Agreement between AT&T Corp. and John Zeglis
dated May 7, 1997 (Exhibit (10)(iii)(A)22 to Form 10-K for
1997, File No. 1-1105).
(10)(iii)(A)22 Form of Employment Agreement between AT&T Corp. and C. Michael
Armstrong dated October 17, 1997 (Exhibit (10)(iii)(A)23 to
Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)23 Form of Employment Agreement between AT&T Corp. and Daniel E.
Somers dated April, 1997 (Exhibit (10)(iii)(A)23 to Form 10-K
for 1998, File No. 1-1105).
(10)(iii)(A)24 Amended and Restated Tele-Communications, Inc. 1994 Stock
Incentive Plan.(Incorporated herein by reference to Tele-
Communications, Inc.'s Registration Statement on Form S-8
(Commission File No. 333-40141)).
(10)(iii)(A)25 Amended and Restated Tele-Communications, Inc. 1995 Employee
Stock Incentive Plan. (Incorporated herein by reference to
Tele-Communications, Inc.'s Registration Statement on Form S-8
(Commission File No. 333-40141)).
(10)(iii)(A)26 Amended and Restated Tele-Communications, Inc. 1996 Incentive
Plan. (Incorporated herein by reference to Tele-
Communications, Inc.'s Registration Statement on Form S-8
(Commission File No. 333-40141)).
(10)(iii)(A)27 TCI 401(k) Stock Plan, restated effective January 1, 1998.
(Incorporated herein by reference to Tele-Communications,
Inc.'s Annual Report on Form 10-K for the year ended December
31, 1997, as amended by Form 10-K/A (Commission File No.
0-20421)).
(10)(iii)(A)28 Form of 1998 Incentive Plan of Tele-Communications, Inc.,
effective December 16, 1997. (Incorporated herein by
reference to Tele-Communications, Inc.'s Definitive Proxy
Statement on Schedule 14A, dated April 30, 1998 (Commission
File No. 0-20421)).
(10)(iii)(A)29 The Tele-Communications International, Inc. 1995 Stock
Incentive Plan. (Incorporated herein by reference to Tele-
Communications International, Inc. Registration Statement on
Form S-1 (Commission File No. 33-91876)).
(10)(iii)(A)30 Tele-Communications, Inc. 1994 Non-employee Director Stock
Option Plan (Incorporated herein by reference to Exhibit 4.5
to the Registration Statement on Form S-8 of Tele-
Communications, Inc. (Commission File No. 333-06179) filed on
June 18, 1996).
(10)(iii)(A)31 Tele-Communications International, Inc. 1996 Non-employee
Director Stock Option Plan (Incorporated herein by reference
to Appendix II to the Definitive Proxy Statement on Schedule
14A of Tele-Communications International, Inc. (Commission
File No. 0-26264) filed on August 13, 1996).
(10)(iii)(A)32 Liberty Media 401(K) Savings Plan (Incorporated herein by
reference to Exhibit 99.1 to Post-Effective Amendment No. 2 on
Form S-8 to the Registration Statement on Form S-4 of AT&T
Corp. (Commission File No. 333-70279-02) filed March 10,
1999).
(12) Computation of Ratio of Earnings to Fixed Charges (Exhibit
(12) to Form 10-K for 1998, File No. 1-1105).
(13) Specified portions (pages 28 through 72 and the inside back
cover) of the Company's Annual Report to Shareholders for the
year ended December 31, 1998 (Exhibit (13) to Form 10-K for
1998, File No. 1-1105).
(21) List of subsidiaries of AT&T (Exhibit (21) to Form 10-K for
1998, File No. 1-1105).
(23) Consent of PricewaterhouseCoopers, LLP
(24) Powers of Attorney executed by officers and directors who
signed this report (Exhibit (24) to Form 10-K for 1998, File
No. 1-1105).
(27) Financial Data Schedules (Exhibit (27) to Form 10-K for 1998,
File No. 1-1105).
AT&T will furnish, without charge, to a shareholder upon request a copy
of the annual report to shareholders and the proxy statement, portions of which
are incorporated herein by reference thereto. AT&T will furnish any other
exhibit at cost.
(b) Reports on Form 8-K:
During the fourth quarter 1998, Form 8-K dated October 16, 1998 was
filed pursuant to Item 5 (Other Events) and Item 7 (Financial Statements and
Exhibits) on October 16, 1998, Form 8-K dated October 21, 1998 was filed
pursuant to Item 5 (Other Events) on October 21, 1998 and Form 8-K dated
December 8, 1998 was filed pursuant to Item 5 (Other Events) on December 8,
1998.
<PAGE>
Report of Independent Accountants
To the Board of Directors 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 51
of the 1998 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 of this Form
10-K/A.
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.
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, New York
January 25, 1999
<PAGE>
<TABLE>
<CAPTION>
Schedule II--Sheet 1
AT&T CORP.
AND ITS CONSOLIDATED SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(Millions of Dollars)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------------------------------------------------------------------------
Balance at Charged to Balance
Beginning Costs and at End
Description of Period Expenses Deductions(a) of Period
- ------------------------------------------------------------------------------------------------------------------
Year 1998
Allowances for doubtful accounts (b) $1,037 $1,389 $1,320 $1,106
Reserves related to business
restructuring, including force
and facility consolidation (c) $ 907 $ 275 $ 665 $ 517
Deferred tax asset valuation
allowance (d) $ 361 $ 23 $ 106 $ 278
Year 1997
Allowances for doubtful accounts (b) $1,000 $1,522 $1,485 $1,037
Reserves related to business
restructuring, including force
and facility consolidation (c) $1,388 $ -- $ 481 $ 907
Deferred tax asset valuation
allowance (d) $ 220 $ 142 $ 1 $ 361
The Notes on Sheet 2 are an integral part of this Schedule.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Schedule II--Sheet 2
AT&T CORP.
AND ITS CONSOLIDATED SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(Millions of Dollars)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------------------------------------------------------------------------
Balance at Charged to Balance
Beginning Costs and at End
Description of Period Expenses Deductions(a) of Period
- ------------------------------------------------------------------------------------------------------------------
Year 1996
Allowances for doubtful accounts (b) $ 833 $1,518 $1,351 $1,000
Reserves related to business
restructuring, including force
and facility consolidation (c) $2,092 $ -- $ 704 $1,388
Deferred tax asset valuation
allowance (d) $ 151 $ 71 $ 2 $ 220
<FN>
(a) Amounts written off as uncollectible, net of recoveries.
(b) Includes allowances for doubtful accounts on long-term receivables of $46, $49 and $52 at
December 31, 1998, 1997 and 1996, respectively (included in long-term receivables in the Consolidated
Balance Sheets).
(c) Included primarily in other current liabilities and in other long-term liabilities and deferred credits
in the Consolidated Balance Sheets.
(d) End of period balances include $18, $14 and $9 which represent the current portion of the deferred tax valuation
allowance at December 31, 1998, 1997 and 1996, respectively.
</FN>
</TABLE>
<PAGE>
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.
/s/ M. J. Wasser
------------------------------
By: M. J. Wasser
Vice President - Law and Secretary
March 23, 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
--------------
We consent to the incorporation by reference in the registration statements of
AT&T Corp. ("AT&T" or the "Company") on Form S-3 for the Shareowner Dividend
Reinvestment and Stock Purchase Plan (Registration No. 333-00573), Form S-8 for
the AT&T Long Term Savings and Security Plan (Registration Nos. 333-47257 and
33-34265), Form S-8 for the AT&T Long Term Savings Plan for Management Employees
(Registration Nos. 33-34264, 33-29256 and 33-21937), Form S-8 for the AT&T
Retirement Savings and Profit Sharing Plan (Registration No. 33-39708), Form S-8
for Shares Issuable Under the Stock Option Plan of the AT&T 1987 Long Term
Incentive Program (Registration Nos. 333-47251 and 33-56643), Form S-8 for the
AT&T of Puerto Rico, Inc. Long Term Savings Plan for Management Employees
(Registration No. 33-50819), Form S-8 for the AT&T of Puerto Rico, Inc. Long
Term Savings and Security Plan (Registration No. 33-50817), and Post-Effective
Amendment No. 1 on Form S-8 to Form S-8 Registration Statement (Registration No.
33-54797) for the AT&T 1996 Employee Stock Purchase Plan, Form S-8 for the AT&T
Shares for Growth Program (Registration No. 333-47255), Form S-8 for the AT&T
1997 Long Term Incentive Program (Registration No. 33-28665), Form S-3 for the
AT&T $2,600,000,000 Notes and Warrants to Purchase Notes (Registration No.
33-49589), Form S-3 for the AT&T $3,000,000,000 Notes and Warrants to Purchase
Notes (Registration No. 33-59495), Form S-4 for the AT&T 5,000,000 Common Shares
(Registration No. 33-57745), and in Post-Effective Amendment Nos. 1, 2 and 3 on
Form S-8 to Form S-4 Registration Statement (Registration No. 33-42150) for the
NCR Corporation 1989 Stock Compensation Plan (Registration No. 33-42150-01), the
NCR Corporation 1984 Stock Option Plan (Registration No. 33-42150-02) and the
NCR Corporation 1976 Stock Option Plan (Registration No. 33-42150-03),
respectively, and the Post-Effective Amendment Nos. 1, 2, 3 and 5 on Form S-8 to
Form S-4 Registration Statement (Registration No. 33-52119) for the McCaw
Cellular Communications, Inc. 1983 Non-Qualified Stock Option Plan (Registration
No. 33-52119-01), the McCaw Cellular Communications, Inc. 1987 Stock Option Plan
(Registration No. 33-52119-02), the McCaw Cellular Communications, Inc. Equity
Purchase Plan (Registration No. 33-52119-03) and the McCaw Cellular
Communications, Inc. Employee Stock Purchase Plan (Registration No.
33-52119-05), respectively, and Post-Effective Amendment No. 1 on Form S-8 to
Form S-4 Registration Statement (Registration No. 33-45302) for the Teradata
Corporation 1987 Incentive and Other Stock Option Plan (Registration No.
33-45302-01), Form S-8 for the AT&T Amended and Restated 1969 Stock Option Plan
for LIN Broadcasting Corp. (Registration No. 33-63195), and in Post Effective
Amendment Nos. 1, 2, 3, 4 and 5 on Form S-8 to Amendment No. 1 to Form S-4
Registration Statement (Registration No. 333-49419) for the Teleport
Communications Group Inc. 1993 Stock Option Plan (Registration No.
333-49419-01), Teleport Communications Group Inc. 1996 Equity Incentive Plan
(Registration No. 333-49419-02), ACC Corp. Employee Long Term Incentive Plan
(Registration No. 333-49419-03), ACC Corp. Non-Employee Directors' Stock Option
Plan (Registration No. 333-49419-04) and ACC Corp. 1996 UK Sharesave Scheme
(Registration No. 333-49419-05), and Form S-8 for AT&T Wireless Services, Inc.
Employee Stock Purchase Plan (Registration No. 333-52757), and in Post-Effective
Amendment Nos. 1 and 2 on Form S-8 to Form S-4 Registration Statement
(Registration No. 333-70279) for the Tele-Communications Inc. 1998 Incentive
Plan, the Tele-Communications, Inc. 1996 Incentive Plan (Amended and Restated),
the Tele-Communications, Inc. 1995 Employee Stock Incentive Plan (Amended and
Restated), the Tele-Communications, Inc. 1994 Stock Incentive Plan (Amended and
Restated), the Tele-Communications, Inc. 1994 Nonemployee Director Stock Option
Plan, the Tele-Communications International, Inc., the 1996 Nonemployee Director
Stock Option Plan, the Tele-Communications International, Inc. 1995 Stock
Incentive Plan (Registration No. 333-70279-01), the Liberty Media 401(K) Savings
Plan, the TCI 401(K) Stock Plan (Registration No. 333-70279-02), and Amendment
No. 2 to Form S-3 for the $10,000,000,000 Debt Securities and Warrants to
Purchase Debt Securities (Registration No. 333-71167) of our report dated
January 25, 1999, on our audits of the consolidated financial statements and
consolidated financial statement schedule of the Company and its subsidiaries at
December 31, 1998 and 1997, and for the years ended December 31, 1998, 1997 and
1996, which report is incorporated by reference in the Annual Report on Form
10-K and which report is included in this Annual Report on Form 10-K/A.
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, New York
March 19, 1999
