<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1995
( ) 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 1-11237
AT&T CAPITAL CORPORATION
A DELAWARE I.R.S. EMPLOYER
CORPORATION NO. 22-3211453
44 Whippany Road, Morristown, New Jersey 07962-1983
Telephone Number 201-397-3000
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
_____ _____
At July 31, 1995, 46,968,810 shares of the registrant's common stock,
par value $.01 per share, were outstanding.<PAGE>
<PAGE>2 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands except per share amounts)
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1995 1994 1995 1994
________ ________ ________ ________
Revenue:
Finance revenue $ 42,247 $ 29,612 $ 81,032 $ 57,401
Capital lease revenue 142,237 114,638 277,669 221,270
Rental revenue on
operating leases (A) 136,408 117,237 269,369 228,696
Equipment sales 9,049 30,379 16,982 71,999
Other revenue, net 52,015 40,350 99,718 78,862
_______ _______ _______ _______
Total Revenue 381,956 332,216 744,770 658,228
_______ _______ _______ _______
Expenses:
Interest 100,806 65,654 194,804 125,761
Operating and
administrative 121,505 102,351 234,987 202,544
Depreciation on
operating leases 85,907 77,910 171,160 152,911
Cost of equipment
sales 8,247 28,744 15,299 67,288
Provision for credit
losses 18,624 23,224 39,678 49,300
_______ _______ _______ _______
Total Expenses 335,089 297,883 655,928 597,804
_______ _______ _______ _______
Income before income
taxes 46,867 34,333 88,842 60,424
Provision for income
taxes 18,955 15,432 35,848 25,718
________ ________ ________ ________
Net Income $ 27,912 $ 18,901 $ 52,994 $ 34,706
======== ======== ======== ========
(Continued)
<PAGE>3 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Continued)
(Dollars in Thousands except per share amounts)
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1995 1994 1995 1994
________ ________ ________ _______
Earnings per common
share and common share
equivalent (Note 2):
Earnings Per Share $ .59 $ .40 $ 1.13 $ .74
======== ======== ======== ========
Weighted average shares
outstanding (thousands): 47,027 46,874 47,014 46,898
======== ======== ======== ========
(A) Includes $19,544 and $19,488 for the three months ended
June 30, 1995 and 1994, respectively, and $40,224 and $39,126
for the six months ended June 30, 1995 and 1994, respectively,
from AT&T Corp.("AT&T") and its affiliates.
The accompanying notes are an integral part of these Consolidated
Financial Statements.
<PAGE>4 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
June 30, December 31,
1995 1994
___________ ___________
ASSETS:
Cash and cash equivalents $ 13,989 $ 54,464
Net investment in finance
receivables 1,628,869 1,452,947
Net investment in capital
leases 5,737,396 5,129,326
Investment in operating
leases, net of accumulated
depreciation of $574,652 in
1995 and $567,398 in 1994 946,869 902,525
Deferred charges and other assets 414,776 482,661
___________ __________
Total Assets $ 8,741,899 $ 8,021,923
=========== ==========
LIABILITIES AND SHAREOWNERS' EQUITY:
Liabilities:
Short-term notes, less
unamortized discount of
$7,022 in 1995 and $4,619 in
1994 $ 1,797,403 $ 2,176,877
Deferred income taxes 592,692 555,287
Income taxes and other payables 535,333 545,270
Payables to AT&T and affiliates 336,839 356,690
Medium- and long-term debt 4,428,839 3,379,581
Commitments and contingencies
____________ __________
Total Liabilities $ 7,691,106 $ 7,013,705
____________ __________
(Continued)
<PAGE>
<PAGE>5 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Continued)
(Dollars in Thousands)
(Unaudited)
June 30, December 31,
1995 1994
__________ ___________
Shareowners' Equity (Note 2):
Common stock, one cent par value:
Authorized 100,000,000 shares,
issued and outstanding, 46,968,810
shares in 1995 and 46,962,439 shares
in 1994 $ 470 $ 470
Additional paid-in capital 782,362 782,785
Recourse loans to senior executives (18,835) (19,651)
Foreign currency translation
adjustments (3,589) (2,158)
Retained earnings 290,385 246,772
__________ __________
Total Shareowners' Equity 1,050,793 1,008,218
__________ __________
Total Liabilities and
Shareowners' Equity $ 8,741,899 $ 8,021,923
========== ==========
The accompanying notes are an integral part of these Consolidated
Financial Statements.
<PAGE>
<PAGE>6 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
For The Six Months
Ended June 30,
1995 1994*
__________ __________
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 52,994 $ 34,706
Noncash items included in income:
Depreciation and amortization 198,217 170,425
Deferred taxes 36,398 55,715
Provision for credit losses 39,678 49,300
Gain on small business loan sales, net (4,577) (188)
Decrease (increase) in deferred charges and
other assets 36,141 (21,449)
Decrease in income taxes and
other payables (10,066) (5,400)
Decrease in payables to AT&T and
affiliates (2,539) (11,809)
___________ ___________
Net Cash Provided by Operating Activities 346,246 271,300
___________ ___________
CASH FLOW FROM INVESTING ACTIVITIES:
Acquisition of fixed assets, net (3,915) (2,334)
Purchase of businesses and finance asset
portfolios, net of cash acquired (307,527) (234,375)
Financings and lease equipment purchases (2,544,010) (2,321,791)
Principal collections from customers,
net of amounts included in income 2,110,425 1,830,229
Cash proceeds from small business loan sales 58,747 2,866
Cash proceeds from receivables securitizations 71,539 62,879
___________ ___________
Net Cash Used for Investing Activities $ (614,741) $ (662,526)
___________ ___________
(Continued)
<PAGE>7 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(Dollars in Thousands)
(Unaudited)
For The Six Months
Ended June 30,
1995 1994*
____________ ___________
CASH FLOW FROM FINANCING ACTIVITIES:
Decrease in short-term notes, net $ (621,993) $ (187,312)
Additions to medium- and long-term debt 1,252,605 1,004,130
Repayments of medium- and long-term debt (458,093) (436,469)
Increase in payables to AT&T
and affiliates 64,882 37,445
Dividends paid (9,381) (8,429)
_________ _________
Net Cash Provided by Financing
Activities 228,020 409,365
_________ _________
Net (Decrease) increase in Cash and Cash
Equivalents (40,475) 18,139
Cash and Cash Equivalents at Beginning of Period 54,464 -
_________ _________
Cash and Cash Equivalents at End of Period $ 13,989 $ 18,139
========= =========
Non-Cash Investing and Financing Activities:
In the first six months of 1995 and 1994, the Company entered into
capital lease obligations of $8,613 and $15,556, respectively, for
equipment that was subleased.
In the first six months of 1995 and 1994, the Company assumed debt of
$436,430 and $106,945, respectively, in conjunction with acquisitions.
* Certain 1994 amounts have been restated to conform to the 1995
presentation.
The accompanying notes are an integral part of these Consolidated
Financial Statements.
<PAGE>8 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared by AT&T Capital Corporation and its subsidiaries ("AT&T
Capital" or the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC") and, in the opinion of
management, include all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the results of
operations, financial position and cash flows for each period shown. The
results for interim periods are not necessarily indicative of financial
results for the full year. These unaudited consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1994 and the current
year's previously issued Form 10-Q.
2. Shareowners' Equity and Earnings Per Share
The computation of earnings per common share and common share
equivalent is based upon the weighted average number of common shares
outstanding plus common share equivalents arising from the effect of
dilutive stock options using the treasury stock method. Fully dilutive
earnings per common share and common share equivalents are not presented
since dilution is less than 3%.
On February 28, 1995 and May 31, 1995, the Company paid a dividend of
$.10 per share to shareowners of record as of February 10, 1995 and May
10, 1995, respectively. In addition, on July 17, 1995 the Company's board
of directors declared a second quarter dividend of $.10 per share. The
dividend is payable August 31, 1995 to shareowners of record as of the
close of business on August 10, 1995.
3. Acquisitions
On January 4, 1995, the Company acquired the vendor leasing and
finance companies of Banco Central Hispano and certain of its affiliates
("CFH Leasing International") located in the United Kingdom, Germany,
France, Italy, and Benelux (Belgium, the Netherlands and Luxembourg). CFH
Leasing International provides financial services to equipment
manufacturers and vendors. With offices throughout Western Europe, it
serves approximately 4,600 customers and had assets of approximately $540
million at the time of acquisition. The acquisition was accounted for by
the purchase method and the total cash paid (net of cash acquired) was
approximately $74 million. In addition, on June 30, 1995, the Company
acquired two relatively small businesses, a United States mid-range
computer asset business with approximately $180 million in assets and an
Australian equipment finance company with approximately $40 million in
assets. These acquisitions did not materially impact net income for the
three or six months ended June 30, 1995.
<PAGE>9 FORM 10-Q
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
OVERVIEW
In January 1995, the Company acquired CFH Leasing International
located in the United Kingdom, Germany, France, Italy and Benelux. CFH
Leasing International provides financial services to equipment
manufacturers and vendors. With offices throughout Western Europe, it
serves approximately 4,600 customers and had approximately $540 million in
assets at the time of acquisition. The Company also acquired two
relatively small businesses on June 30, 1995, a United States mid-range
computer asset business with approximately $180 million in assets and an
Australian equipment finance company with approximately $40 million in
assets. These acquisitions did not materially impact net income for the
three or six months ended June 30, 1995.
RESULTS OF OPERATIONS
Six months ended June 30, 1995
Net income for the six months ended June 30, 1995, was $53.0 million,
an increase of $18.3 million, or 52.7% compared with the first six months
of 1994. Earnings per share for the first half of 1995 were $1.13, a
52.7% increase over the $.74 reported for the same period in 1994. Net
income of the Company is highly dependent upon the level of portfolio
assets (investment in finance receivables, capital leases, and operating
leases), the related margins earned on portfolio assets, remarketing
activity, and the quality of portfolio assets. The growth in net income
and earnings per share for the six months ended June 30, 1995, compared
with the same period of 1994 was due primarily to an increase in average
portfolio assets, strong secondary market and renewal activity and a lower
provision for credit losses.
Finance revenue of $81.0 million increased $23.6 million, or 41.2%,
in the first six months of 1995 compared with the same period of 1994,
reflecting a 30.5% increase in the average finance receivable portfolio as
well as higher average yields for the first six months of 1995 compared
with the same period in 1994.
Capital lease revenue of $277.7 million increased $56.4 million, or
25.5%, in the six months ended June 30, 1995, compared with the same
period in 1994. This is reflective of a 24.6% increase in the average
capital lease portfolio during the first half of 1995 compared with the
first half of 1994.
Rental revenue on operating leases of $269.4 million for the six
months ended June 30, 1995 increased $40.7 million, or 17.8%, compared
with the six months ended June 30, 1994. Depreciation expense on
<PAGE>10 FORM 10-Q
operating leases of $171.2 million increased $18.2 million, or 11.9%, for
the six months ended June 30, 1995, compared with the six months
ended June 30, 1994. Rental revenue less associated depreciation
("operating lease margin") for the first half of 1995 was $98.2 million,
or 36.5% of rental revenue, compared with $75.8 million, or 33.1% of
rental revenue for the first half of 1994. The increased operating lease
margin in 1995 relates primarily to renewed leases in the Company's small-
ticket telecommunications equipment portfolio, as well as higher margins
in the automobile lease portfolio, testing and diagnostic equipment
portfolio and reduced levels of lower yielding mainframe business.
Net interest margin (finance revenue, capital lease revenue and
rental revenue, less depreciation on operating leases and interest
expense) of $262.1 million was 6.59% of average portfolio assets for the
first six months of 1995. This compares with net interest margin of
$228.7 million, which was 7.15% of average portfolio assets for the first
six months of 1994. The decrease in net interest margin for the first six
months of 1995 was due primarily to an increase in the Company's average
debt to equity ratio and a change in portfolio mix. Additionally, the
Company has experienced some margin compression in certain small-
ticket equipment leasing portfolios due to the frequency and steepness of
the Federal Reserve Board's rate increases in 1994 and 1995. As interest
rates change, product pricing is generally adjusted to reflect the
Company's higher or lower cost of borrowing. However, the pricing in
connection with some small-ticket portfolios tends to lag and may not be
commensurate with the change in the Company's borrowing costs. The
Company's net interest margin has remained flat when compared with the
period ended March 31, 1995.
Total non-AT&T (i.e., excludes the leasing of AT&T equipment to
customers of AT&T and leasing to AT&T, its affiliates and its employees)
revenue, assets and net income for the six months ended June 30, 1995 were
$422.1 million (or 56.7% of total revenue), $5,714.6 million (or 65.4% of
total assets) and $2.9 million (or 5.6% of total net income),
respectively. This compares with total non-AT&T revenue, assets and net
loss of $370.8 million (or 56.3% of total revenue), $3,935.8 million (or
56.6% of total assets), and $9.3 million, respectively, for the six months
ended June 30, 1994. Although profitability of the Company's non-AT&T
businesses has improved, the non-AT&T net income in 1995 and net loss in
1994 were impacted by start-ups in non-AT&T businesses, particularly as a
result of the Company's international expansion.
Revenue from equipment sales of $17.0 million decreased $55.0
million, or 76.4%, for the six months ended June 30, 1995, compared with
the same period in 1994. Cost of equipment sales of $15.3 million
decreased $52.0 million, or 77.3%, for the six months ended June 30, 1995,
compared with the same period of 1994. Equipment sales revenue less
associated cost of equipment sold ("equipment sales margin") was $1.7
million, or 9.9% of equipment sales revenue for the first six months of
1995. Equipment sales margin for the first six months of 1994 was $4.7
million, or 6.5%, of equipment sales revenue. In 1995, the opportunities
for this type of activity internationally as well as in the United States
continued to decrease due to increased competitive pressures in the
computer mainframe market as more companies move to client/server
technology.
<PAGE>11 FORM 10-Q
Other revenue of $99.7 million grew $20.9 million, or 26.4%, in the
six months ended June 30, 1995, compared with the six months ended June
30, 1994. The increase is primarily due to higher remarketing gains on
end-of-lease equipment of $10.2 million, increased revenue of $4.5 million
related to higher levels of Small Business Administration ("SBA") loans
sold in the secondary market with servicing retained and increased fee
income of $3.2 million.
The Company's mainframe portfolio and related residual amounts
continue to trend downward in 1995. The Company regularly monitors its
estimates of residual values for all leased equipment, including mainframe
computers, and believes that its residual values are conservatively
stated.
Growth in the Company's portfolio assets, including the acquisition
of CFH Leasing International, caused the average borrowings outstanding to
increase by 30.4%, or $1.4 billion, to $6.0 billion. The Company's
interest expense increased $69.0 million, or 54.9%, to $194.8 million for
the six months ended June 30, 1995, compared with the same period in 1994.
The increase in average borrowings caused interest expense to increase by
approximately $38.2 million, of which approximately $7.6 million is
related to additional borrowings brought about by an increase in the
Company's average debt to equity. Debt to equity increased to 5.95 times
at June 30, 1995 compared with 5.01 times at June 30, 1994 as the Company
continues to deploy the initial public offering proceeds and reach it's
target debt to equity ratio of 6.25 times. Higher average interest rates
for the six months ended June 30, 1995, compared with the six months ended
June 30, 1994, caused interest expense to increase by $30.8 million. The
Company's average interest rate on borrowings was 6.52% for the six months
ended June 30, 1995, compared with 5.49% for the six months ended June 30,
1994. The Company's increased cost of borrowing is reflective of the
Federal Reserve Board's interest rate increases during 1994 and 1995. The
impact of these rate increases is beginning to be more evident as the
Company replaces maturing debt with today's higher rate debt. As interest
rates change, product pricing is generally adjusted to reflect the
Company's higher or lower cost of borrowing. See previous discussion on
net interest margin.
Operating and administrative costs of $235.0 million for the six
months ended June 30, 1995, increased $32.4 million, or 16.0%, compared
with the six months ended June 30, 1994. International expansion,
including the acquisition of CFH Leasing International and the Company's
start-up businesses in Australia and Mexico, contributed $8.6 million to
the increase. Also contributing to the increase were higher costs
associated with managing a higher level of portfolio assets. For the
first six months of 1995, annualized operating and administrative costs to
total assets as of June 30, 1995 was 5.38% compared with 5.82% for the
first six months of 1994. For the year ended December 31, 1994, operating
and administrative costs to total year-end assets was 5.33%.
The Company's effective tax rate was 40.3% and 42.6% for the first
six months of 1995 and 1994, respectively. The decrease is due primarily
to lower levels of non-tax deductible goodwill in 1995.
<PAGE>12 FORM 10-Q
Three months ended June 30, 1995
Net income for the quarter ended June 30, 1995, was $27.9 million, an
increase of $9.0 million, or 47.7% compared with the second quarter of
1994. Earnings per share for the second quarter of 1995 were $.59, a
47.5% increase over the $.40 reported for the same period in 1994. Net
income of the Company is highly dependent upon the level of portfolio
assets, the related margins earned on portfolio assets, remarketing
activity, and the quality of portfolio assets. The increase in net income
and earnings per share for the three months ended June 30, 1995, compared
with the same period of 1994 principally resulted from an increase in
average portfolio assets, strong secondary market and renewal activity and
a lower provision for credit losses.
Finance revenue of $42.2 million increased $12.6 million, or 42.7%,
in the second quarter of 1995 compared with the same period of 1994,
reflecting a 32.3% increase in the average finance receivable portfolio as
well as higher average yields for the second quarter of 1995 compared with
the same period in 1994.
Capital lease revenue of $142.2 million increased $27.6 million, or
24.1%, in the three months ended June 30, 1995, compared with the same
period in 1994. This reflects a 24.0% increase in the average capital
lease portfolio during the second quarter of 1995 compared with the second
quarter of 1994.
Rental revenue on operating leases of $136.4 million for the three
months ended June 30, 1995 increased $19.2 million, or 16.4%, compared
with the three months ended June 30, 1994. Depreciation expense on
operating leases of $85.9 million increased $8.0 million, or 10.3%, for
the three months ended June 30, 1995, compared with the three months
ended June 30, 1994. Operating lease margin for the second quarter of
1995 was $50.5 million, or 37.0% of rental revenue, compared with $39.3
million, or 33.5% of rental revenue for the second quarter of 1994. The
increased operating lease margin in 1995 relates primarily to renewed
leases in the Company's small-ticket telecommunications equipment
portfolio, as well as higher margins in the automobile lease portfolio,
testing and diagnostic equipment portfolio and reduced levels of lower
yielding mainframe business.
Net interest margin of $134.2 million was 6.57% of average portfolio
assets for the second quarter of 1995. This compares with net interest
margin of $117.9 million, which was 7.22% of average portfolio assets for
the second quarter of 1994. The decrease in net interest margin for the
second quarter of 1995 is due primarily to an increase in the Company's
debt to equity ratio (debt to equity was 5.95 times and 5.01 times at June
30, 1995 and 1994, respectively) and a change in portfolio mix.
Additionally, the Company has experienced some margin compression in
certain small-ticket equipment leasing portfolios due to the frequency and
steepness of the Federal Reserve Board's rate increases in 1994 and 1995.
As interest rates change, product pricing is generally adjusted to reflect
the Company's higher or lower cost of borrowing. However, the pricing in
connection with some small-ticket portfolios tends to lag and may not be
commensurate with the change in the Company's borrowing costs. The
<PAGE>13 FORM 10-Q
Company's net interest margin remained flat when compared with March 31,
1995.
Total non-AT&T revenue, assets and net income for the three months
ended June 30, 1995 was $221.0 million (or 57.9% of total revenue),
$5,714.6 million (or 65.4% of total assets) and $3.3 million (or 12.0% of
total net income),respectively. This compares with total non-AT&T
revenue, assets and net loss of $187.4 million (or 56.4% of total
revenue), $3,935.8 million (or 56.6% of total assets), and $3.0 million,
respectively, for the three months ended June 30, 1994. Although
profitability of the Company's non-AT&T businesses has improved, the non-
AT&T net income in 1995 and net loss in 1994 were impacted by
start-ups in non-AT&T businesses, particularly as the Company expands
internationally.
Revenue from equipment sales of $9.0 million decreased $21.3 million,
or 70.2%, for the three months ended June 30, 1995, compared with the
quarter ended June 30, 1994. Cost of equipment sales of $8.2 million
decreased $20.5 million, or 71.3%, for the three months ended June 30,
1995, compared with the same period of 1994. Equipment sales margin was
$.8 million, or 8.9% of equipment sales revenue for the second quarter of
1995. Equipment sales margin for the second quarter of 1994 was $1.6
million, or 5.4%, of equipment sales revenue. In 1995, the opportunities
for this type of activity internationally as well as in the United States
continued to decrease due to increased competitive pressures in the
computer mainframe market as more companies move to client/server
technology.
Other revenue of $52.0 million grew $11.7 million, or 28.9%, in the
three months ended June 30, 1995, compared with the three months ended
June 30, 1994. The increase is primarily due to higher remarketing gains
on end-of-lease equipment of $5.8 million, increased revenue of $2.6
million related to higher levels of SBA loans sold in the secondary market
with servicing retained and increased fee income of $1.9 million.
Growth in the Company's portfolio assets, including the acquisition
of CFH Leasing International, caused the average borrowings outstanding to
increase by 29.2%, or $1.4 billion, to $6.1 billion. The Company's
interest expense increased $35.2 million, or 53.5%, to $100.8 million for
the three months ended June 30, 1995, compared with the same period in
1994. The increase in average borrowings caused interest expense to
increase by approximately $19.2 million, of which approximately $7.8
million is related to additional borrowings brought about by an increase
in average debt to equity. Higher average interest rates for the three
months ended June 30, 1995, compared with the three months ended June 30,
1994, caused interest expense to increase by $16.0 million. The Company's
average interest rate on borrowings was 6.66% for the three months ended
June 30, 1995, compared with 5.60% for the three months ended June 30,
1994. The Company's increased cost of borrowing is reflective of the
Federal Reserve Board's interest rate increases during 1994 and 1995. The
impact of these rate increases is beginning to be more evident as the
Company replaces maturing debt with today's higher rate debt. As interest
rates change, product pricing is generally adjusted to reflect the
Company's higher or lower cost of borrowing. See previous discussion on
net interest margin.
<PAGE>14 FORM 10-Q
Operating and administrative costs of $121.5 million for the three months
ended June 30, 1995, increased $19.2 million, 18.7%, compared with the
three months ended June 30, 1994. International expansion, including
the acquisition of CFH Leasing International and the Company's start-
up businesses in Australia and Mexico, contributed $5.3 million to the
increase. Also contributing to the increase were higher costs associated
with managing a higher level of portfolio assets.
The Company's effective tax rate was 40.4% and 44.9% for the second
quarter of 1995 and 1994, respectively. The decrease is due primarily to
lower levels of non-tax deductible goodwill in 1995.
CREDIT QUALITY
The active management of credit losses is an important element of
the Company's business. The Company seeks to minimize its credit risk
through diversification of its portfolio assets by customer, industry
segment, geographic location and maturity. The Company's financing
activities have been spread across a wide range of equipment segments
(e.g., telecommunications, general, data center, other data processing,
and transportation) and a large number of customers located throughout
the United States and, to a lesser extent, abroad.
At At
June 30, December 31,
1995 1994 1994
Allowance for credit losses $202,661 $179,878 $176,428
Nonaccrual assets $107,487 $131,267 $120,494
Net charge-offs/Portfolio
assets .60% .87% .73%
Allowance credit losses/
Portfolio assets 2.38% 2.65% 2.30%
Nonaccrual assets/Portfolio
assets 1.26% 1.93% 1.57%
Delinquency (two months or
greater) 1.16% 1.83% 1.49%
Portfolio credit performance indicators continued to be favorable in
1995 reflecting the strength of the economy. Delinquency and charge-
off levels during 1995 were lower than that of 1994. The lower level of
nonaccrual assets, charge-offs and delinquency for the first six months
as well as the second quarter of 1995, were reflected in the decrease in
the Company's provision for credit losses of $9.6 million, or 19.5%, and
$4.6 million, or 19.8% compared with the first six months and second
quarter of 1994, respectively.
The Company maintains an allowance for credit losses at an amount
based on a review of historical loss experience, a detailed analysis of
delinquencies and problem portfolio assets, and an assessment of probable
<PAGE>15 FORM 10-Q
losses in the portfolio as a whole given its diversification. Management
also takes into consideration the potential impact of existing and
anticipated economic conditions.
FINANCIAL CONDITION
Portfolio assets were $8.3 billion, an increase of $828.3 million,
or 11.1%, at June 30, 1995 compared with December 31, 1994. As a result
of the acquisition of CFH Leasing International, the Company's
international assets (excluding cross border transactions) at June 30,
1995 grew to 17.7% of total assets, up from 10.9% at December 31, 1994.
The net investment in finance receivables increased by $175.9
million, or 12.1% to $1.6 billion at June 30, 1995 compared with December
31, 1994 primarily due to the acquisition of CFH Leasing International and
to increased loans in the Company's manufacturing equipment portfolio and
small business lending portfolio.
The net investment in capital leases increased by $608.1 million, or
11.9%, at June 30, 1995 to $5.7 billion compared with December 31, 1994.
This increase was primarily due to the acquisition of CFH Leasing
International, and to growth in the Company's small-ticket equipment
portfolio.
The net investment in operating leases of $946.9 million at June 30,
1995 increased by $44.3 million, or 4.9%, compared with December 31, 1994.
The increase is primarily due to growth in the Company's automobile lease
portfolio.
At June 30, 1995, the total portfolio assets managed by the Company
on behalf of others was $2.5 billion compared with $2.7 billion at
December 31, 1994. The decrease in portfolio assets managed is
attributable to lower securitized assets managed due to normal run-
off of the receivable stream. Of the total assets managed by the Company
on behalf of others, 60.1% at June 30, 1995 and 55.9% at December 31,
1994, were assets managed on behalf of AT&T and its affiliates.
LIQUIDITY AND CAPITAL RESOURCES
The Company generates a substantial portion of its funds to support
the Company's operations from lease and rental receipts, but is also
highly dependent upon external financing, including the issuance of
commercial paper and medium-and long-term notes in public markets and, to
a lesser extent, privately placed asset-backed financings (or
securitizations). Standard & Poor's Corporation, Moody's Investors
Service, Inc., and Duff & Phelps Credit Rating Co. have rated the
Company's senior medium- and long-term debt A, A3 and A, respectively, and
have rated the Company's commercial paper A-1, P-1 and D-1, respectively.
In the first half of 1995, the Company issued commercial paper of
$11.7 billion and made commercial paper repayments of $12.3 billion, and
issued medium- and long-term debt of $1.3 billion and repaid medium-
and long-term debt of $394.6 million. In the first half of 1994, the
Company
<PAGE>16 FORM 10-Q
issued commercial paper of $10.7 billion, and made commercial paper
repayments of $10.9 billion and issued medium- and long-term debt of $1.0
billion and made medium- and long-term debt repayments of $436.5 million.
During the six month periods ended June 30, 1995 and 1994, principal
collections from customers of $2.1 billion and $1.8 billion, respectively,
were received. These receipts were primarily used for financings and
lease equipment purchases, and purchases of businesses and finance asset
portfolios totalling $2.9 billion and $2.6 billion in the first half of
1995 and 1994, respectively.
In conjunction with acquisitions, the Company assumed approximately
$436 million and $107 million of debt, in the first half of 1995 and 1994,
respectively. Approximately $404 million of such assumed debt was
outstanding at June 30, 1995.
The Company has paid quarterly dividends every quarter since the
fourth quarter of 1993, its first full quarter of operations after its
initial public offering. On May 31, 1995 the Company paid a dividend
of ten cents per share to shareowners of record as of May 10, 1995. In
addition, on July 17, 1995, the Company's board of directors declared a
quarterly dividend of ten cents per share for the fourth consecutive
quarter. The dividend will be payable on August 31, 1995 to shareowners
of record as of the close of business on August 10, 1995.
In July 1995, the Company filed with the SEC an additional $3.0
billion of debt securities (including medium-term notes) and warrants to
purchase debt securities, currency warrants, index warrants and interest
rate warrants. At June 30, 1995 $4.1 billion of medium-term debt was
outstanding under all SEC debt registrations.
On June 30, 1995, the Company reestablished credit facilities of $2.0
billion. These facilities, negotiated with a consortium of 35 lending
institutions, support the commercial paper issued by the Company. At June
30, 1995, these facilities were unused. The Company also has available
local lines of credit to meet local funding requirements in Hong Kong,
Canada, the United Kingdom, Australia, and Mexico of approximately $759
million, of which approximately $445 million was unused at June 30, 1995.
The Company has, from time to time, borrowed funds directly from
AT&T, including on an interest-free basis pursuant to tax agreements.
These interest-free loans amounted to $248.9 million at June 30, 1995.
These sources of funds would not be available if the Company were to cease
being a member of AT&T's consolidated group for federal income tax
purposes.
Future financing is contemplated to be arranged as necessary to meet
the Company's capital and other requirements with the timing of issue,
principal amount and form depending on the Company's needs and prevailing
market and general economic conditions.
The Company anticipates obtaining necessary external financing
through issuances of commercial paper and medium-term notes, available
<PAGE>17 FORM 10-Q
lines of credit for certain foreign operations and privately placed
asset-backed financings (or securitizations).
The Company considers its current financial resources, together with
the debt facilities referred to above and estimated future cash flows, to
be adequate to fund the Company's future growth and operating
requirements.
ASSET AND LIABILITY MANAGEMENT
AT&T Capital's asset and liability management ("ALM") process takes
a coordinated approach to the management of interest rate and foreign
currency risks. The Company's overall strategy is to match the average
cash maturities of its borrowings with the average cash flows of its
portfolio assets, as well as the currency denominations of its borrowings
with those of its portfolio assets, in a manner intended to reduce the
Company's interest rate and foreign currency exposure. The following
discussion describes certain key elements of this process, including AT&T
Capital's use of derivatives to manage risk.
Match Funding
AT&T Capital generally matches the duration and maturity structure
of its liabilities to that of its portfolio assets. The Company
routinely projects the expected future cash flows related to its current
portfolio assets. Based on these projections, the Company is generally
able to match the maturity and duration of its debt with that of its
assets. The cash flow projections incorporate assumptions about customer
behavior such as prepayments, refinancings and charge-offs. The
assumptions are based on historical experience with the Company's
individual markets and customers and are continually monitored and
updated as markets and customer behaviors change, to reflect current
customer preferences, competitive market conditions, portfolio growth
rates and portfolio mix.
Interest Rate Risk and Currency Exchange Risk
AT&T Capital actively manages interest rate risk to protect the
Company's margins on existing transactions. Interest rate risk is the
risk of earnings volatility attributable to changes in interest rates.
The Company routinely analyzes its portfolio assets and strives to match
floating rate assets with floating rate debt and fixed rate assets with
fixed rate debt. The Company generally achieves a matched position
through issuances of commercial paper and medium-term notes, as well as
through the use of interest rate swaps. The Company does not speculate
on interest rates, but rather seeks to mitigate the possible impact of
interest rate fluctuations. This is a continual process due to
prepayments, refinancings, non-performing loans, as well as other
portfolio dynamics, and therefore, interest rate risk can be
significantly limited but never fully eliminated. Additionally, the
Company enters into foreign exchange contracts and participates in the
currency swap market to mitigate its exposure to assets and liabilities
denominated in foreign currencies and to meet local funding requirements.
<PAGE>18 FORM 10-Q
The Company has and expects to enter into more foreign exchange contracts
and currency swaps in 1995 primarily as a result of the January 1995
acquisition of CFH Leasing International, previously discussed.
Using Derivatives to Manage Interest Rate and Currency Risk
AT&T Capital uses derivatives to match fund its portfolio and
thereby manage interest rate and currency risk. Derivatives can be
customized in terms of duration and interest rate basis (i.e., fixed or
floating). Derivatives used by the Company are operationally efficient
to arrange and maintain. Whether AT&T Capital issues medium-term notes,
on which it pays a fixed rate, or issues floating rate debt and utilizes
interest rate swaps, on which it generally pays a fixed rate and receives
a floating rate, the Company's interest rate risk position can be equally
well managed. However, it is the continuing interplay between liquidity,
capital, portfolio characteristics, and economic and market conditions
which determines the changing mix of medium-term notes, commercial paper
and swaps (or other derivatives) used to manage interest rate risk.
At June 30, 1995 and December 31, 1994 the total notional amount of
the Company's interest rate and currency swaps was $2.7 billion and $2.9
billion, respectively. The U.S. dollar equivalent of the Company's
foreign currency forward exchange contracts was $596.7 million at June
30, 1995, compared with $318.1 million at December 31, 1994. The
notional amount of derivative contracts does not represent direct credit
exposure. Rather, credit exposure may be defined as the market value of
the derivative contract and the ability of the counterparty to perform
its payment obligations under the agreement. The majority of the
Company's interest rate swaps require AT&T Capital to pay a fixed rate
and receive a floating rate. Therefore, this risk is reduced in a
declining interest rate environment as the Company is generally in a
payable position, and is increased in a rising interest rate environment
as the Company is generally in a receivable position. The Company seeks
to control the credit risk of its interest rate swap agreements through
credit approvals, exposure limits and monitoring procedures. All swap
agreements are with major money center banks and intermediaries with an
investment grade rating by nationally recognized statistical rating
organizations, with the majority of the Company's counterparties being
rated "AA" or better.
There were no past due amounts or reserves for credit losses at June
30, 1995 related to derivative transactions. The Company has not
experienced a credit related charge-off associated with derivative
transactions.
RECENT PRONOUNCEMENTS
The Company adopted Statements of Financial Accounting Standards
("SFAS") No. 114 ("Accounting by Creditors for Impairment of a Loan") and
No. 118 ("Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures") in the first quarter of 1995. These
standards require that impaired loans be measured based on the present
value of expected cash flows, discounted at the loan's effective interest
rate or, the loans observable market price or, the fair value of the
<PAGE>19 FORM 10-Q
collateral if the loan is collateral dependent, as well as certain related
disclosures. The adoption of these statements did not have a material
effect on the consolidated financial statements of the Company.
In March 1995, the Financial Accounting Standards Board issued SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-
Lived Assets to be Disposed Of". This statement establishes the
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets to be held
and used and for long-lived assets and certain identifiable intangibles to
be disposed of. This standard is effective for financial statements for
fiscal years beginning after December 15, 1995, which for the Company
would be 1996. Based upon management's review, the adoption of SFAS No.
121 is not expected to have a material impact on the Company's financial
position and results of operations.
<PAGE>
<PAGE> 20 FORM 10-Q
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit Number
10 AT&T Capital Corporation Executive Benefit Plan as
Amended and Restated Effective as of June 14, 1995.
11 Computation of Primary and Fully Diluted Earnings Per
Share
12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
(b) Reports on Form 8-K: None
<PAGE> 21 FORM 10-Q
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 CAPITAL CORPORATION
August 8, 1995
Ramon Oliu, Jr.
Controller
Chief Accounting Officer
<PAGE> 22 FORM 10-Q
EXHIBIT INDEX
EXHIBITS
Exhibit Description
Number
______
10 AT&T Capital Corporation Executive Benefit Plan as Amended and
Restated Effective as of June 14, 1995.
11 Computation of Primary and Fully Diluted Earnings Per Share
12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
<PAGE> 1
Exhibit 10
Form 10-Q for the Quarter
Ended June 30, 1995
File No. 1-11237
AT&T CAPITAL CORPORATION
EXECUTIVE BENEFIT PLAN
(As Amended and Restated
Effective as of June 14, 1995)
<PAGE>
<PAGE> 2 AT&T CAPITAL CORPORATION
EXECUTIVE BENEFIT PLAN
(As Amended and Restated Effective as of June 14, 1995)
TABLE OF CONTENTS
Article I. Establishment and Purposes
1.1 Establishment 1
1.2 Purpose 1
Article II. Definitions
2.1 Accrued Benefit 2
2.2 Actuarial Assumptions 2
2.3 Actuarial Equivalent 2
2.4 Affiliate 3
2.5 Annuity Starting Date 3
2.6 AT&T Pension Plans 3
2.7 Automatic Joint and Surviving Spouse Annuity3
2.8 AT&T Capital 3
2.9 Beneficiary 3
2.10 Board 4
2.11 Bonus 4
2.12 Cause 4
2.13 Change in Control 5
2.14 CLT 9
2.15 Code 9
2.16 Committee 9
2.17 Credited Service 9
2.18 Deferred Retirement Benefit 10
2.19 Deferred Vested Retirement Benefit 10
2.20 Early Retirement Age 10
2.21 Early Retirement Benefit 11
2.22 Early Retirement Date 11
2.23 Eligible Member 11
2.24 Excess Plans 11
2.25 Final Annual Pay 11
2.26 Good Reason 11
2.27 Hours of Service 14
2.28 Joint and Surviving Spouse Annuity 14
2.29 Nonqualified AT&T Pension Plan 14
2.30 Nonqualifying Termination 15
2.31 Normal Retirement Age 15
2.32 Normal Retirement Benefits 15
2.33 Normal Retirement Date 15
2.34 Participant 15
2.35 Pay 15
2.36 Plan Administrator 15
2.37 Plan Year 15
2.38 Retirement Benefits 15
<PAGE>
<PAGE> 3 AT&T CAPITAL CORPORATION
EXECUTIVE BENEFIT PLAN
(As Amended and Restated Effective as of June 14, 1995)
TABLE OF CONTENTS
(Continued)
Article II. Definitions (Continued)
2.39 RSP 16
2.40 Salary 16
2.41 SBL 16
2.42 SBU 16
2.43 SERP 16
2.44 Single Life Annuity 16
2.45 Termination of Employment 16
2.46 Vesting Service 17
2.47 Vested Retirement Age 17
Article III. Eligibility and
Participation
3.1 Eligibility 18
3.2 Date of Participation 18
Article IV. Amount and Commencement
Date of Benefits
4.1 Normal Retirement Benefits 19
4.2 Early Retirement Benefits 23
4.3 Deferred Retirement Benefits 24
4.4 Deferred Vested Retirement Benefits 25
Article V. Alternative Forms of
Payment
5.1 Automatic Joint and Surviving Spouse Annuity26
5.2 Other Optional Forms of Payment 28
Article VI. Death Benefits
6.1 Preretirement Surviving Spouse Benefits 29
6.2 Amount 29
6.3 Commencement and Duration 30
Article VII. Rights of Participants
7.1 Vesting 31
7.2 Change in Control and Involuntary Termination
Provisions 31
7.3 Contractual Obligation 32
7.4 Unsecured Interest 33
7.5 Employment 33
<PAGE>
<PAGE> 4 AT&T CAPITAL CORPORATION
EXECUTIVE BENEFIT PLAN
(As Amended and Restated Effective as of June 14, 1995)
TABLE OF CONTENTS
(Continued)
Article VIII. Nontransferability
8.1 Nontransferability 34
Article IX. Administration
9.1 Administration 35
9.2 Finality of Determination 35
9.3 Expenses 35
Article X. Applicable Law
10.1 Applicable Law 36
Article XI. Withholding of Taxes
11.1 Tax Withholding 37
Article XII. Indemnification
12.1 Indemnification 38
Article XIII. Claims Procedure
13.1 Claims Procedure 39
Article XIV. Amendment and Termination
14.1 Amendment and Termination 41
<PAGE>
<PAGE> 5 AT&T CAPITAL CORPORATION
EXECUTIVE BENEFIT PLAN
(As Amended and Restated Effective as of June 14, 1995)
Article I. Establishment and Purposes
1.1 Establishment. AT&T Capital Corporation (hereinafter
"AT&T Capital") heretofore established and presently maintains an
unfunded supplemental executive retirement plan, known as the
"AT&T CAPITAL CORPORATION EXECUTIVE BENEFIT PLAN" (hereinafter
referred to as the "Plan"). The Plan which was initially
effective as of January 1, 1994, is hereby amended and restated,
effective as of June 14, 1995, to reflect recent design changes,
including the addition of change-in-control provisions.
1.2 Purpose. AT&T Capital desires to provide supplemental
retirement benefits for certain individuals who have been in the
employ of AT&T Capital and who are now serving as executive
officers of AT&T Capital. AT&T Capital believes it is in its best
interest that such individuals' services be retained. In order to
induce such individuals to continue in the employ of AT&T Capital
and in recognition of such individuals' service, and in order to
attract qualified executives to AT&T Capital, AT&T Capital hereby
amends and restates the Plan as set forth herein.
The Plan is an unfunded Pension Plan for a "select group of
management and highly-compensated Participants" within the
meaning of sections 201(2), 301(3), and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended.
-1-
<PAGE>
<PAGE> 6 Article II. Definitions
Except where otherwise indicated by the context, any masculine
terminology used herein shall also include the feminine gender,
and the definition of any term herein in the singular shall also
include the plural. Capitalized terms used in the Plan and not
defined herein shall have the same meaning as set forth in the
AT&T Capital Corporation Retirement and Savings Plan (the "RSP").
Whenever used herein, the following terms shall have the meaning
set forth below:
2.1 "Accrued Benefit" shall mean, as of any given date, the
monthly amount of retirement income which would be payable under
section 4.1, in the form of a Single Life Annuity commencing on
the individual's Normal Retirement Date (or date of Termination
of Employment, if later), based on a Participant's Credited
Service and Final Annual Pay as of the given date.
2.2 "Actuarial Assumptions" means, with respect to the RSP,
a hypothetical uniform points allocation account, determined as
of a Participant's Annuity Starting Date, based on the uniform
points allocation contributions actually made on behalf of each
Participant who is also a participant in the RSP; an assumed rate
of investment earnings for such uniform points allocations,
predicated on the annual yield on a ten-year U.S. Treasury Bond,
recalculated as of the first day of each Plan Year (regardless of
how a Participant's uniform points allocations are actually
invested in the RSP); and Actuarial Equivalent annuity conversion
factors based on an eight percent interest rate and the AT&T
Unisex Table.
2.3 "Actuarial Equivalent" as used with respect to a stated
benefit shall mean a benefit or amount which has the same present
value on the date payment commences as such stated benefit. Where
no specifically applicable factor or Actuarial Assumptions are
set forth elsewhere in the Plan for determining an Actuarial
-2-
<PAGE>
<PAGE> 7
Equivalent value, the determinations of actuarial equivalence
shall be based on the AT&T Unisex Table for determining retiree
mortality and the AT&T Active Table (with male rates and female
rates calculated separately), and a 7.5 percent interest rate.
2.4 "Affiliate" means any corporation, trade, or business
if it and AT&T Capital are members of a controlled group of
corporations, or under common control, or are members of an
affiliated service group (within the meaning of sections 414(b),
414(c), and 414(m) of the Code, respectively).
2.5 "Annuity Starting Date" means the earlier of--
(a) the first day of the first period for which an amount
is scheduled to commence under the Plan in a benefit
form requiring periodic payments, or
(b) the date on which a Participant becomes entitled to
receive nonperiodic benefits under the Plan.
2.6 "AT&T Pension Plans" mean the AT&T Management Pension
Plan (the "AT&T MPP"); the AT&T Pension Plan; and the NCR
Corporation Pension Plan; as in effect on December 31, 1993.
2.7 "Automatic Joint and Surviving Spouse Annuity" means a
contingent annuity that provides an unreduced level monthly
benefit to the Participant for his lifetime and, upon his death,
an annuity for the life of his surviving Beneficiary (to whom he
is then married) in a monthly amount equal to 45 percent of the
monthly amount payable to the Participant during his life.
2.8 "AT&T Capital" means AT&T Capital Corporation. The term
"AT&T Capital" as used herein shall also include any wholly-owned
subsidiary of AT&T Capital Corporation unless such subsidiary is
specifically excluded from participation under the Plan in a
resolution adopted by the Board.
2.9 "Beneficiary" means, in the case of a married
-3-
<PAGE>
<PAGE> 8
Participant, the Participant's spouse.
2.10 "Board" means the Board of Directors of AT&T Capital.
2.11 "Bonus" means any amount payable to a Participant by
AT&T Capital or any Affiliate which is denominated as, or is in
the nature of, a bonus, award, or payment under the AT&T Capital
Annual Incentive Plan, but shall not include any portion of such
bonus, award or payment which the Participant elects to have--
(a) deferred until some later date; or
(b) contributed as before-tax contributions under the RSP
or the Excess Plan.
The term "Bonus" shall not include awards or incentive payments
under the AT&T Capital Share Performance Incentive Plan or any
long-term incentive award program sponsored by AT&T Capital.
2.12 "Cause" means any of the following:
(a) A determination by the Board that a Participant has
committed a material breach of the duties and
responsibilities of the Participant which breach is (1)
demonstrably willful and deliberate, (2) committed in
bad faith or without reasonable belief that such breach
is in the best interests of AT&T Capital and (3) not
remedied within a reasonable period of time after
receipt of written notice from AT&T Capital specifying
such breach;
(b) The determination by the Board that the Participant has
defrauded AT&T Capital; or
(c) The Participant's conviction of, or plea of guilty or
nolo contendere to, a felony.
Cause may be determined by the Committee if such authority is
expressly given in writing to the Committee by the Board. Cause
shall not exist unless and until AT&T Capital has delivered to
the Participant a copy of a resolution duly adopted by three-
quarters (3/4) of the Board (or a majority of the Committee) at a
meeting of the Board (or the Committee) called and held for such
-4-
<PAGE>
<PAGE> 9
purpose (after reasonable notice to the Participant and an
opportunity for the Participant, together with counsel, to be
heard before the Board or the Committee, as the case may be),
finding that in good faith opinion of the Board (or the
Committee) the Participant was guilty of the conduct set forth in
this Section 2.12 and specifying the particulars thereof in
detail.
2.13 "Change in Control" means either:
(a) the acquisition by any individual, entity, or group (a
"Person"), including any "person" within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), of
beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act, of 15% or more of
either (I) the then outstanding shares of common stock
of AT&T Capital (the "Outstanding Company Common
Stock") or (ii) the combined voting power of the then
outstanding securities of AT&T Capital entitled to vote
generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that the following acquisitions shall not
constitute a Change in Control: (A) any acquisition by
AT&T Capital, (B) any acquisition by an employee
benefit plan (or related trust) sponsored or maintained
by AT&T Capital or any corporation controlled by AT&T
Capital, (C) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation
involving AT&T Capital if, immediately after such
reorganization, merger or consolidation, each of the
conditions described in clauses (I), (ii) and (iii) of
subsection (c) of this Section 2.13 shall be satisfied,
(D) with respect to a specific Participant, any
acquisition by the Participant or any group of persons
including the Participant or (E) any acquisition if,
after giving effect to such acquisition, AT&T remains
-5-
<PAGE>
<PAGE> 10
the beneficial owner of Outstanding Company Common
Stock and Outstanding Company Voting Securities
representing a greater percentage of Outstanding
Company Common Stock and Outstanding Company Voting
Securities, respectively, than is beneficially owned by
such Person; and provided further that, for purposes of
clause (A), if any Person (other than AT&T Capital or
any employee benefit plan (or related trust) sponsored
or maintained by AT&T Capital or any corporation
controlled by AT&T Capital) shall become the beneficial
owner of 15% or more of the Outstanding Company Common
Stock or 15% or more of the Outstanding Company Voting
Securities by reason of an acquisition by AT&T Capital
and such Person shall, after such acquisition by AT&T
Capital, become the beneficial owner of any additional
shares of the Outstanding Company Common Stock or any
additional Outstanding Company Voting Securities and
such beneficial ownership is publicly announced, such
additional beneficial ownership shall constitute a
Change in Control;
(b) individuals who, as of June 14, 1995, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of such Board; provided,
however, that any individual who becomes a director of
AT&T Capital subsequent to the date hereof whose
election, or nomination, for election by AT&T Capital's
stockholders, was approved by the vote of at least a
majority of the directors then comprising the Incumbent
Board shall be deemed to have been a member of the
Incumbent Board; and provided further, that no
individual who was initially elected or nominated for
election as a director of AT&T Capital as a result of
an actual or threatened election contest, as such terms
are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act, or any other actual or
threatened solicitation of proxies or consents by or on
-6-
<PAGE>
<PAGE> 11
behalf of any Person other than the Board shall be
deemed to be a member of the Incumbent Board;
(c) the consummation of a reorganization, merger or
consolidation of AT&T Capital unless, in any such case,
immediately after such reorganization, merger or
consolidation, (I) more than 60% of the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger or
consolidation and more than 60% of the combined voting
power of the then outstanding securities of such
corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the
individuals or entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock
and the Outstanding Company Voting Securities
immediately prior to such reorganization, merger or
consolidation and in substantially the same proportions
relative to each other as their ownership, immediately
prior to such reorganization, merger or consolidation,
of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities, as the case may
be, (ii) no Person (other than AT&T Capital, any
employee benefit plan (or related trust) sponsored or
maintained by AT&T Capital or the corporation resulting
from such reorganization, merger or consolidation (or
any corporation controlled by AT&T Capital), or any
Person which beneficially owned, immediately prior to
such reorganization, merger or consolidation, directly
or indirectly, 15% or more of the Outstanding Company
Common Stock or the Outstanding Company Voting
Securities, as the case may be) beneficially owns,
directly or indirectly, 15% or more of the then
outstanding shares of common stock of such corporation
or 15% or more of the combined voting power of the then
outstanding securities of such corporation entitled to
-7-
<PAGE>
<PAGE> 12
vote generally in the election of directors and (iii)
at least a majority of the members of the board of
directors of the corporation resulting from such
reorganization, merger or consolidation were members of
the Incumbent Board at the time of the execution of the
initial agreement, or action of the Board, providing
for such reorganization, merger or consolidation; or
(d) (I) approval by the stockholders of AT&T Capital of a
plan of complete liquidation or dissolution of AT&T
Capital or (ii) the sale or other disposition of all or
substantially all of the assets of AT&T Capital other
than to a corporation with respect to which immediately
after such sale or other disposition, (A) more than 60%
of the then outstanding shares of common stock thereof
and more than 60% of the combined voting power of the
then outstanding securities thereof entitled to vote
generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such
sale or other disposition and in substantially the same
proportions relative to each other as their ownership,
immediately prior to such sale or disposition, of the
Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (B) no
Person (other than AT&T Capital, any employee benefit
plan (or related trust) sponsored or maintained by AT&T
Capital or such corporation (or any corporation
controlled by AT&T Capital), or any Person which
beneficially owned, immediately prior to such sale or
other disposition, directly or indirectly, 15% or more
of the Outstanding Company Common Stock or the
Outstanding Company Voting Securities, as the case may
be) beneficially owns, directly or indirectly, 15% or
-8-
<PAGE>
<PAGE> 13
more of the then outstanding shares of common stock
thereof or 15% or more of the combined voting power of
the then outstanding securities thereof entitled to
vote generally in the election of directors and (C) at
least a majority of the members of the board of
directors thereof were members of the Incumbent board
at the time of the execution of the initial agreement,
or action of the Board, providing for such sale or
other disposition.
Notwithstanding anything contained in this Plan to the
contrary, if a Participant's employment is terminated within
the one-year period prior to a Change in Control and the
Participant reasonably demonstrates that (A) such
termination was at the request of a third party (a "Third
Party") with which AT&T or its subsidiaries have entered
into negotiations or an agreement with respect to a Change
in Control, or (B) otherwise occurred in connection with, or
in anticipation of, a Change in Control, then for all
purposes of this Plan, the date of a Change in Control shall
mean the date immediately prior to the date of such
termination of the Participant's employment.
2.14 "CLT" means the AT&T Capital Corporate Leadership Team,
and any successor thereto.
2.15 "Code" means the Internal Revenue Code of 1986, as
amended.
2.16 "Committee" means the Compensation Committee of
the Board.
2.17 "Credited Service." Credited Service is used to
determine the amount of benefits. A Participant shall be credited
with Credited Service for the Participant's service--
(a) with AT&T Capital,
(b) with any subsidiary of AT&T Capital after AT&T Capital
-9-
<PAGE>
<PAGE> 14
acquired at least 50 percent ownership of the
subsidiary, and
(c) before January 1, 1994, with AT&T Corp. or any
subsidiary of AT&T Corp. after AT&T Corp. acquired at
least 80 percent ownership interest in such subsidiary.
A Participant shall be credited with Credited Service commencing
on the date the Participant first performs an Hour of Service for
an entity described in paragraphs (a), (b) or (c) above. Credited
Service shall be determined commencing with the first Hour of
Service performed and shall be determined in full years and days,
with each 365 days constituting one Year of Credited Service.
Notwithstanding the foregoing, the Committee shall expressly have
the authority to include any service with a subsidiary of AT&T
Capital prior to AT&T Capital's acquisition of at least a
50 percent ownership of such subsidiary by adopting a written
resolution to that effect.
2.18 "Deferred Retirement Benefit" means the Retirement
Benefits payable under section 4.3 of the Plan.
2.19 "Deferred Vested Retirement Benefit" means the
Retirement Benefits payable under section 4.4 of the Plan.
2.20 "Early Retirement Age."
(a) General Rule. "Early Retirement Age" means the later
of:
(1) the attainment of age 58; and
(2) the attainment of a Participant's Vested
Retirement Age.
(b) Participant who is the Chief Executive Officer of
AT&T Capital. Notwithstanding anything to the contrary
in paragraph (a) above, "Early Retirement Age" shall
mean, with respect to the Chief Executive Officer of
AT&T Capital, age 55.
-10-
<PAGE>
<PAGE> 15
2.21 "Early Retirement Benefit" means the Retirement
Benefits payable under section 4.2 of the Plan.
2.22 "Early Retirement Date" means the first day of the
calendar month coincident with or next following the date a
Participant attains his Early Retirement Age, or any subsequent
day elected by the Participant prior to the Participant's
attainment of Normal Retirement Age.
2.23 "Eligible Member" means a member described in
section 3.1.
2.24 "Excess Plans" means the AT&T Capital Corporation
Excess Benefit Plan, and the AT&T Capital Corporation
Compensation Limit Excess Plan as amended from time to time.
2.25 "Final Annual Pay" shall mean the higher of (1) the sum
of a Participant's annual rate of base compensation and 110% of
the Participant's target annual incentive for the year in which
termination of employment occurs (without regard to any
reductions which would constitute Good Reason hereunder) and (2)
the quotient equal to (A) the sum of a Participant's annual rate
of base compensation (without regard to any reductions which
would constitute Good Reason hereunder) and actual incentive
payments earned (including any deferred amounts) during the three
(3) consecutive calendar years preceding the Participant's
termination of employment in which such Participant had the
greatest aggregate earnings, divided by (B) three (3) ("Average
Earnings"). In the event that a Participant has less than three
(3) calendar years of employment with AT&T Capital, the
Participant's Average Earnings shall be the average amount of
such Participant's annual rate of base compensation and actual
incentive payments earned for the relevant period.
2.26 "Good Reason" means, without a Participant's express
written consent, the occurrence of any of the following events:
-11-
<PAGE>
<PAGE> 16
(a) A reduction in a Participant's Salary or target Bonus
as in effect immediately prior to a Change in Control
or as the same may be increased from time to time
thereafter;
(b) A change in the Participant's work location to a
location more than twenty-five (25) miles from the
facility where the Participant is located at the time
of the Change in Control;
(c) A requirement that a Participant travel on AT&T Capital
business to an extent substantially more burdensome
than the travel obligations of the Participant
immediately prior to a Change in Control;
(d) The assignment to the Participant of any duties
inconsistent in any material adverse respect with the
Participant's position(s), duties, responsibilities or
status with AT&T Capital immediately prior to a Change
in Control;
(e) A material adverse change in the Participant's
reporting responsibilities, titles or offices with AT&T
Capital as in effect immediately prior to a Change in
Control;
(f) The removal of the Participant from, or failure to re-
elect the Participant to, any position with AT&T
Capital held by the Participant immediately prior to a
Change in Control or the removal of the Participant
from, or the failure to nominate the Participant for
re-election to, any position on the Board held by the
Participant prior to a Change in Control (except, in
each case, in connection with such Participant's
promotion or termination for Cause or in the case of
retirement, death or permanent disability);
(g) The failure of AT&T Capital to (I) continue in effect
any employee benefit plan or compensation plan in which
the Participant is participating immediately prior to a
Change in Control (unless AT&T Capital substitutes
comparable plans that would not materially reduce the
-12-
<PAGE>
<PAGE> 17
Participant's benefits as were in effect for the
Participant immediately prior to the Change in Control)
or (ii) provide the Participant and the Participant's
dependents with welfare benefits (including, without
limitation, medical, prescription, dental, disability,
salary continuance, employee life, group life,
accidental death and travel accident insurance plans
and programs) in accordance with the most favorable
plans, practices, programs and policies of AT&T Capital
and its affiliated companies in effect for the
Participant immediately prior to a Change in Control;
or
(h) Any event or fact that would be deemed a "Good Reason"
under AT&T Capital's 1993 Leveraged Stock Purchase Plan
("LSPP") or would be grounds for a termination of
employment by a Participant for one or more of the
reasons described in the definition of "Qualifying
Termination" in the LSPP.
For purposes of this Plan, any good faith determination of Good
Reason made by a Participant shall be conclusive so long as the
Participant terminates employment within one hundred and eighty
(180) days following the Participant's actual knowledge of the
event constituting Good Reason; provided, however, that a
Participant who terminates his employment for Good Reason
pursuant to the immediately following sentence shall not be
required to terminate his employment prior to the date that is
one hundred and eighty (180) days following and actual Change in
Control; and provided further that an isolated, insubstantial and
inadvertent action taken in good faith and which is remedied by
AT&T Capital promptly after receipt of notice thereof given by a
Participant shall not constitute Good Reason. Any event or
condition described in this Section 2.26 (a) through (h) which
occurs within the one-year period prior to a Change in Control,
but was at the request of a Third Party or otherwise occurred in
connection with, or in anticipation of, a Change in Control,
shall constitute Good Reason following a Change in Control for
-13-
<PAGE>
<PAGE> 18
purposes of this Plan notwithstanding that it occurred prior to
the Change in Control.
2.27 "Hours of Service." The words "Hours of Service" shall
mean each hour for which the Eligible Member is directly or
indirectly paid or entitled to payment by AT&T Capital or an
Affiliate:
(a) for the performance of duties,
(b) on account of a period of time during which no duties
are performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff,
jury duty, military duty, or an Approved Leave of
Absence, or
(c) for which back Pay, irrespective of mitigation of
damages, is either awarded or agreed to by
AT&T Capital;
provided, however, that no hour shall be credited as an Hour of
Service under more than one of the preceding paragraphs.
2.28 "Joint and Surviving Spouse Annuity" means an annuity
that is the Actuarial Equivalent of a Single Life Annuity,
provides a reduced level monthly benefit to the Participant for
his lifetime and, upon his death, an annuity for the life of his
surviving Beneficiary (to whom he is then married) in a monthly
amount equal to either some percent of the amount payable to the
Participant during his life.
2.29 "Nonqualified AT&T Pension Plan" means the AT&T
Management Pension Plan; the AT&T Non-Qualified Pension Plan; the
AT&T Mid-Career Pension Plan; or any other non-qualified Pension
Plan sponsored by AT&T Corp. for a select group of management or
highly compensated employees of AT&T Corp., in which a
Participant in this Plan is or was a Participant, or has accrued
a Retirement Benefit.
-14-
<PAGE>
<PAGE> 19
2.30 "Nonqualifying Termination" means termination of an
Eligible Member's employment--
(a) by AT&T Capital for Cause,
(b) by the Eligible Member for any reason other than a Good
Reason, or
(c) as a result of the Eligible Member's death or permanent
disability.
2.31 "Normal Retirement Age" means the attainment of age 60.
2.32 "Normal Retirement Benefits" means the Retirement
Benefits provided under section 4.1 of the Plan.
2.33 "Normal Retirement Date" means the first day of the
calendar month coincident with or next following the date a
Participant attains Normal Retirement Age.
2.34 "Participant" means an Eligible Member who has
satisfied the requirements of Article III of the Plan and shall
include any former Participant (and the Beneficiary of any
deceased Participant) until such Participant's Retirement
Benefits under the Plan have been fully distributed.
2.35 "Pay" means the sum of the Salary and Bonus paid to a
Participant for a Plan Year.
2.36 "Plan Administrator" means the Senior Vice-President,
Human Resources of AT&T Capital.
2.37 "Plan Year" means the calendar year.
2.38 "Retirement Benefits" means an Early Retirement
Benefit, Normal Retirement Benefit, Deferred Retirement, or
Deferred Vested Retirement Benefit payable under sections 4.1,
4.2, 4.3, 4.4 as applicable.
-15-
<PAGE>
<PAGE> 20
2.39 "RSP" means the AT&T Capital Corporation Retirement and
Savings Plan, as amended from time to time.
2.40 "Salary" means an annual amount payable to a
Participant, as fixed from time to time by the Board, customarily
denominated as base Pay, before deductions for--
(a) Salary reduction contributions elected by the
Participant to be made on his behalf to an employer-
sponsored cafeteria plan (within the meaning of Code
section 125);
(b) before-tax contributions under the RSP;
(c) income and Social Security tax withholding; and
(d) other payroll deductions for employee benefits which,
after the withholding of such amounts, are payable to
the Participant in cash.
The term "Salary" shall not include any payment or other benefit
provided by AT&T Capital or any Affiliate which is denominated
as, or is in the nature of, a Bonus, incentive payment,
profit-sharing payment, performance share award, stock option,
stock appreciation right, retirement or pension accrual,
insurance benefit, other fringe benefit or expense allowance,
whether or not taxable to such Participant as income.
2.41 "SBL" means a Strategic Business Leader of an SBU.
2.42 "SBU" means a subsidiary business unit of AT&T Capital,
as designated by the Board.
2.43 "SERP" means the AT&T Capital Corporation Supplemental
Executive Retirement Plan, as amended from time to time.
2.44 "Single Life Annuity" means an annuity providing equal
monthly payments for the lifetime of a Participant with no
survivor benefits.
2.45 "Termination of Employment" means the date as of which
-16-
<PAGE>
<PAGE> 21
the Participant ceases his employment with AT&T Capital and all
Affiliates by reason of a quit, discharge, retirement,
disability, or his death.
2.46 "Vesting Service." Vesting Service is used to
determine eligibility to receive benefits. A Participant shall be
credited with Vesting Service for the Participant's period of
employment with AT&T Capital and each Affiliate while an Eligible
member, determined as follows:
(a) Vesting Service shall be determined in completed years
and days, with each 365 days constituting one year of
Vesting Service.
(b) A Participant shall receive credit for Vesting Service
hereunder from the later of:
(1) the date the Participant first performs an Hour of
Service for AT&T Capital after becoming an
Eligible Member hereunder, or
(2) January 1, 1994,
until the Participant's Termination of Employment, or,
if earlier, the date the Participant ceases to be an
Eligible member hereunder.
2.47 "Vested Retirement Age" means the date upon which a
Participant has earned a nonforfeitable right to his Accrued
Benefit, as defined under section 7.1 herein.
-17-
<PAGE>
<PAGE> 22 Article III. Eligibility and Participation
3.1 Eligibility.
(a) Chief Executive Officer. The Chief Executive Officer of
AT&T Capital shall be an Eligible Member hereunder.
(b) CLT Members.
(1) CLT Members on or Prior to January 1, 1995. Each
Participant who is a member of the CLT on or prior
to January 1, 1995 shall be an Eligible Member
hereunder.
(2) CLT Members After January 1, 1995. Each
Participant who becomes a member of the CLT after
January 1, 1995 shall become an Eligible Member as
of the date he is appointed to the CLT.
(c) SBLs. Each SBL shall become an Eligible Member on the
date he is designated as an SBL by the CLT, except that
a foreign national SBL of an SBU headquartered outside
of the United States shall not be an Eligible Member
hereunder.
Exhibit A attached hereto sets forth a list of all Eligible
Members as of May 31, 1995 together with related information
regarding such Eligible Members' Credited Service and Accrued
Benefit as of May 31, 1995.
3.2 Date of Participation. Each Participant in the Plan as
of December 31, 1994 shall continue to be a Participant
hereunder. Each other Eligible Member shall become a Participant
on the later of January 1, 1995 or the date such Participant is
designated as a member of the CLT or is designated as an SBL by
either the Board or the Committee, if such power has been
designated by the Board pursuant to a written resolution.
-18-
<PAGE>
<PAGE> 23
Article IV. Amount and Commencement Date of Benefits
4.1 Normal Retirement Benefits.
(a) Eligibility. A Participant who incurs a Termination of
Employment upon attaining his Normal Retirement Age
shall be eligible to receive a Normal Retirement
Benefit under the Plan payable in the form of a Single
Life Annuity.
(b) Amount of Normal Retirement Benefits.
(1) Normal Retirement Benefits for a Participant who
is the Chief Executive Officer or is a Member of
the CLT on or Prior to January 1, 1995. With
respect to any Participant who is either the Chief
Executive Officer of AT&T Capital or a member of
the CLT of AT&T Capital on or prior to
January 1, 1995, the monthly amount of such
Participant's Normal Retirement Benefit payable
under this paragraph (1) shall equal one-twelfth
of the excess, if any, of (A) over (B) below,
where--
(A) is the product of 4.00 percent of the
Participant's Final Annual Pay multiplied by
the Participant's years of Credited Service
hereunder (not exceeding ten years); and
(B) is the sum of:
(I) the annual amount, if any, payable
under the RSP in Single Life Annuity
form to the Participant at Normal
Retirement Age, but taking into account
only the "Uniform Points Allocation"
credited to the Participant under the
RSP and based upon the Actuarial
Assumptions set forth in section 2.2
herein;
(ii) the annual amount, if any, payable
under the Excess Plans in Single Life
-19-
<PAGE>
<PAGE> 24 Annuity form to the Participant at
Normal Retirement Age but taking into
account only the "Uniform Points
Allocation" credited to the Participant
under the Excess Plans and based upon
the Actuarial Assumptions set forth in
section 2.2 herein;
(iii) the annual amount, if any, payable
under the SERP in Single Life Annuity
form to the Participant at Normal
Retirement Age;
(iv) the annual amount, if any, payable
under any of the AT&T Pension Plans in
Single Life Annuity form to the
Participant at Normal Retirement Age
but only to the extent such benefits
were accrued for the period prior to
January 1, 1994; and
(v) the annual amount, if any, payable
under any other AT&T Capital
nonqualified pension plan, or, to the
extent such benefits were accrued for
the period prior to January 1, 1994,
the annual amount, if any, payable
under any other Nonqualified AT&T
Pension Plan in Single Life Annuity
form to the Participant at Normal
Retirement Age.
(2) Normal Retirement Benefits for a Participant who
is a Member of the CLT After January 1, 1995. With
respect to any Participant who becomes a member of
the CLT of AT&T Capital after January 1, 1995, the
monthly amount of such Participant's Normal
Retirement Benefit payable under this paragraph
(2) shall equal one-twelfth of the excess, if any,
of (A) over (B) below, where--
-20-
<PAGE>
<PAGE> 25
(A) is the product of 2.67 percent of the
Participant's Final Annual Pay multiplied by
the Participant's years of Credited Service
hereunder (not exceeding 15 years); and
(B) is the sum of:
(I) the annual amount, if any, payable
under the RSP in Single Life Annuity
form to the Participant at Normal
Retirement Age, but taking into account
only the "Uniform Points Allocation"
credited to the Participant under the
RSP and based upon the Actuarial
Assumptions set forth in section 2.2
herein;
(ii) the annual amount, if any, payable
under the Excess Plans in Single Life
Annuity form to the Participant at
Normal Retirement Age but taking into
account only the "Uniform Points
Allocation" credited to the Participant
under the Excess Plan and based upon
the Actuarial Assumptions set forth in
section 2.2 herein;
(iii) the annual amount, if any, payable
under the SERP in Single Life Annuity
form to the Participant at Normal
Retirement Age;
(iv) the annual amount, if any, payable
under any of the AT&T Pension Plans in
Single Life Annuity form to the
Participant at Normal Retirement Age
but only to the extent such benefits
were accrued for the period prior to
January 1, 1994; and
(v) the annual amount, if any, payable
under any other AT&T Capital
-21-
<PAGE>
<PAGE> 26 nonqualified pension plan, or, to the
extent such benefits were accrued for
the period prior to January 1, 1994,
the annual amount, if any, payable
under any other Nonqualified AT&T
Pension Plan in Single Life Annuity
form to the Participant at Normal
Retirement Age.
(3) Normal Retirement Benefits for a Participant who
is an SBL. With respect to any Participant who is
an SBL, the monthly amount of such Participant's
Normal Retirement Benefit payable under this
paragraph (3) shall equal one-twelfth of the
excess, if any, of (A) over (B) below, where--
(A) is the product of 1.9 percent of the
Participant's Final Annual Pay multiplied by
the Participant's years of Credited Service
(not exceeding 20 years); and
(B) is the sum of:
(I) the annual amount, if any, payable
under the RSP in Single Life Annuity
Actuarial Equivalent form to the
Participant at Normal Retirement Age,
but taking into account only the
uniform points allocation credited to
the Participant under the RSP, and
based upon the Actuarial Assumptions
set forth in section 2.2 herein;
(ii) the annual amount, if any, payable
under the Excess Plans in Single Life
Annuity Actuarial Equivalent form to
the Participant at Normal Retirement
Age but taking into account only the
"Uniform Points Allocation" credited to
the Participant under the Excess Plan
and based upon the Actuarial
-22-
<PAGE>
<PAGE> 27 Assumptions set forth in section 2.2
herein;
(iii) the annual amount, if any, payable
under the SERP in Single Life Annuity
Actuarial Equivalent form to the
Participant at Normal Retirement Age;
(iv) the annual amount, if any, payable
under any of the AT&T Pension Plans in
Single Life Annuity form to the
Participant at Normal Retirement Age
but only to the extent such benefits
were accrued for the period prior to
January 1, 1994; and
(v) the annual amount, if any, payable
under any other AT&T Capital
nonqualified pension plan, or, to the
extent such benefits were accrued for
the period prior to January 1, 1994,
the annual amount, if any, payable
under any other Nonqualified AT&T
Pension Plan in Single Life Annuity
form to the Participant at Normal
Retirement Age.
(C) Commencement and Duration. Monthly Normal Retirement
Benefit payments shall begin as of the Participant's
Normal Retirement Date.
4.2 Early Retirement Benefits.
(a) Eligibility. A Participant who incurs a Termination of
Employment on or after he has attained his Early
Retirement Age but before his Normal Retirement Age
shall be eligible to receive an Early Retirement
Benefit under the Plan.
(b) Amount. A Participant's Early Retirement Benefit shall
be determined under subsection 4.1(b), except that the
gross Retirement Benefit determined under
-23-
<PAGE>
<PAGE>28 subsections 4.1(b)(1)(A), 4.1(b)(2)(A), or
4.1(b)(3)(A), as applicable shall first be reduced by
one percent for each full year by which the
commencement date of his Retirement Benefit precedes
his or her Normal Retirement Date.
(c) Commencement and Duration. A Participant described in
paragraph (a) may elect that payment of his or her
Early Retirement Benefit commence on the first day of
any month coincident with or following his or her
Termination of Employment but not later than his or her
Normal Retirement Date. The benefits of a Participant
who does not elect an early commencement of benefits
pursuant to the preceding sentence shall commence on
the Participant's Normal Retirement Date.
4.3 Deferred Retirement Benefits.
(a) Eligibility. A Participant who incurs a Termination of
Employment after his Normal Retirement Age shall be
entitled to a Deferred Retirement Benefit under the
Plan.
(b) Amount. A Participant's monthly Deferred Retirement
Benefit shall equal his Accrued Benefit as of such
Participant's Termination of Employment, determined
with regard to all years of Credited Service and Final
Annual Pay attributable to all employment with
AT&T Capital and its Affiliates both before and after
his Normal Retirement Date, except that Credited
Service in excess of the maximum number of years
recognized under subsection 4.1(b)(1)(A), 4.1(b)(2)(A),
or 4.1(b)(3)(A), as applicable, shall not be taken into
account.
(c) Commencement and Duration. Monthly Deferred Retirement
Benefit payments shall commence as of the first day of
the calendar month coincident with or next following
his Termination of Employment.
-24-
<PAGE>
<PAGE> 29
4.4 Deferred Vested Retirement Benefits.
(a) Eligibility. A Participant whose employment with
AT&T Capital terminates on or after such Participant
attains his Vested Retirement Age but before such
Participant attains Early Retirement Age shall be
eligible to receive a Deferred Vested Retirement
Benefit under the Plan, provided he is an Eligible
Member hereunder as of his Termination of Employment as
set forth in section 7.1 hereof.
(b) Amount. A Participant's monthly Deferred Vested
Retirement Benefit shall equal his vested Accrued
Benefit as of such Participant's Termination of
Employment.
(c) Commencement and Duration. Monthly Deferred Vested
Retirement Benefits shall begin upon the Participant's
attainment of his Normal Retirement Date.
-25-
<PAGE>
<PAGE> 30 Article V. Alternative Forms of Payment
5.1 Automatic Joint and Surviving Spouse Annuity.
(a) General Rule. In lieu of the Retirement Benefits
otherwise payable as a Single Life Annuity under
Article IV hereof, the Retirement Benefit of a married
Participant who is entitled to receive monthly annuity
payments under the Plan shall be payable in the form of
an Automatic Joint and Surviving Spouse Annuity unless
he has elected otherwise pursuant to paragraph (b)
below.
(b) Election Procedures.
(1) General Rule. A married Participant may elect in
writing, on a form supplied by the Plan
Administrator, to waive an Automatic Joint and
Surviving Spouse Annuity, and to receive his
Retirement Benefits in the form of a Single Life
Annuity or in accordance with an optional form of
payment described in section 5.2. Any election by
a Participant pursuant to this paragraph (1) must
be filed with the Plan Administrator within the
election period described in paragraph (5). For
such an election to be effective--
(A) the Participant's Beneficiary must consent in
writing to such election; and
(B) such Beneficiary's consent must be witnessed
by a notary public.
(2) Exception to Consent Requirement. The consent of a
Participant's Beneficiary shall not be required
where--
(A) the Participant has elected an Automatic
Joint and Surviving Spouse Annuity under
section 5.2;
(B) the Plan Administrator determines that the
required consent cannot be obtained because
there is not a Beneficiary or the
-26-
<PAGE>
<PAGE> 31 Participant's Beneficiary can not be
located;
(C) the Plan Administrator determines that the
Participant is legally separated;
(D) the Plan Administrator determines that the
Participant has been abandoned within the
meaning of local law and there is a court
order to that effect; or
(E) there exists any other circumstance (as
determined by the Plan Administrator) which
excepts the Participant from the consent
requirement.
(3) Revocation and Modification. An election by a
Participant, pursuant to paragraph (1), to waive
an Automatic Joint and Surviving Spouse Annuity
may be revoked by the Participant, in writing,
without the consent of his Beneficiary at any time
during the election period. Any subsequent
election by a Participant to waive an Automatic
Joint and Surviving Spouse Annuity or any
subsequent modification of a prior election (other
than a revocation of a waiver of an Automatic
Joint and Surviving Spouse Annuity, must comply
with the requirements set forth in paragraph (1)
above, unless a "general consent" has been
executed by the Beneficiary. A Beneficiary's
consent shall be considered a "general consent" if
the following requirements are satisfied--
(A) the consent permits the Participant to waive
the Automatic Joint and Surviving Spouse
Annuity;
(B) the consent permits the Participant to change
the optional form of Retirement Benefit
payment without any requirement of further
consent by the Beneficiary; and
(C) the Beneficiary acknowledges in the consent
that--
-27-
<PAGE>
<PAGE> 32 (I) he has the right to limit consent to
a specific optional form of benefit, and
(ii) that he voluntarily relinquishes such
right.
(4) Validity of Spousal Consent. Any consent or
election under this section shall be valid only
with respect to the Beneficiary who signs the
consent or, if the Beneficiary's consent is
excused by the Plan Administrator pursuant to
paragraph (2) above, the Beneficiary so excused,
but shall be irrevocable once made.
(5) Election Period. For purposes of this section 5.1,
a Participant's "election period" shall be the
90-day period ending on the Annuity Starting Date.
5.2 Other Optional Forms of Payment. Subject to the
provisions of section 5.1, the Committee may, in its sole
discretion, make available to Plan Participants other optional
forms of payment which are the Actuarial Equivalent of the
Retirement Benefit payable to the Participant in a Single Life
Annuity form if a Participant is unmarried as of his Annuity
Starting Date or (b) the Retirement Benefit payable to the
Participant as an Automatic Joint and Surviving Spouse Annuity,
if a Participant is married as of his Annuity Starting Date.
-28-
<PAGE>
<PAGE> 33 Article VI. Death Benefits
6.1 Preretirement Surviving Spouse Benefits. The surviving
Beneficiary of a married Participant shall be eligible to receive
a surviving spouse annuity benefit under this Article VI if such
Participant dies--
(a) while an Eligible Member hereunder,
(b) after he has attained Early Retirement Age under this
Plan, and
(c) before such Participant's Annuity Starting Date.
6.2 Amount.
(a) Determination of Benefit. The monthly amount of the
automatic preretirement surviving spouse benefit
payable to a Beneficiary eligible therefore pursuant to
section 6.1 shall be defined as follows:
(1) If a married Participant dies after the date on
which such Participant has attained Early
Retirement Age under the Plan, the Participant's
Beneficiary will receive 45 percent of the amount
of the monthly Retirement Benefit that the
Participant would have been entitled to receive if
he had retired with an immediate Automatic Joint
and Surviving Spouse Annuity in effect on the
Participant's date of death under the terms of
this Plan.
(b) Assumptions. For purposes of calculating the automatic
preretirement surviving spouse annuity in paragraph (a)
above, the amount of offset calculated under
sections 4.1(b)(1)(B), 4.1(b)(2)(B), and 4.1(b)(3)(B)
shall be the Single Life Annuity Actuarial Equivalent
of the qualified preretirement spouse benefits, if any,
payable to the surviving spouse under the RSP, the
Excess Plan, the SERP, the AT&T Pension Plan, and the
Nonqualified AT&T Pension Plan as of the Beneficiary's
surviving spouse's Annuity Starting Date (determined
-29-
<PAGE>
<PAGE> 34
under section 6.3 below).
For purposes of this subsection 6.2(b), the "qualified
preretirement spouse benefit," if any, payable under
the RSP or the Excess Plan, as applicable, shall equal
the annual amount, if any, payable under the RSP or the
Excess Plan in a Single Life Annuity Actuarial
Equivalent form to the surviving spouse as of the
Participant's death, but taking into account only the
"Uniform Points Allocation" credited to the Participant
under the RSP on the Excess Plan and based upon the
Actuarial Assumptions set forth in section 2.2 herein
as of such date.
6.3 Commencement and Duration. The monthly automatic
preretirement surviving spouse benefit shall be payable to the
Beneficiary for life, beginning as of the first day of the
calendar month following the Participant's death.
-30-
<PAGE>
<PAGE> 35 Article VII. Rights of Participants
7.1 Vesting. Except as otherwise provided in sections 7.2
below, a Participant who has--
(a) incurred a Termination of Employment after attaining
his Vested Retirement Age (as defined in paragraph
below); and
(b) is an Eligible Member at the time of such Termination
of Employment;
shall have a nonforfeitable right at all times to his Accrued
Benefit as of such Termination of Employment.
(c) Definitions of Vested Retirement Age. For purposes of
this Article VII, the term "Vested Retirement Age"
shall have the meaning given such term under
paragraph (1) or (2) below, as applicable.
(1) Members of CLT. With respect to an Eligible Member
who is either the Chief Executive Officer of AT&T
Capital on January 1, 1994 or a member of the CLT
of AT&T Capital, "Vested Retirement Age" shall
mean the Eligible Member's age when he has
completed five years of Vesting Service; and
(2) SBLs. With respect to an Eligible Member who is
an SBL, "Vested Retirement Age" shall mean the
Eligible Member's age when he has completed 15
years of Vesting Service.
Notwithstanding anything to the contrary in paragraph
(1) above, the Chief Executive Officer of AT&T Capital
on January 1, 1994 shall attain his Vested Retirement
Age hereunder on the date he attains age 55.
7.2 Change in Control and Involuntary Termination
Provisions. In the event of a Change in Control or an Eligible
Member's Termination of Employment (other than as a result of a
Nonqualifying Termination) (a "Vesting Event"), paragraphs (a),
(b), and (c) below shall become operative and the provisions of
sections 2.47 and section 7.1 shall be superseded to the extent
-31-
<PAGE>
<PAGE> 36
provided below.
(a) Chief Executive Officer and CLT Members on or Prior to
January 1, 1995. A Participant who is the Chief
Executive Officer of AT&T Capital or a member of the
CLT on or prior to January 1, 1995 shall be deemed to
have completed five complete years of Vesting Service
and shall be fully vested in his Accrued Benefit as of
a Vesting Event, whether or not the Participant has
actually completed such Vesting Service for AT&T
Capital (or a successor employer, if any).
(b) CLT Members after January 1, 1995. A Participant who
first became a member of the CLT after January 1, 1995
shall be deemed to have completed a number of complete
years of Vesting Service hereunder equal to the
complete years of Credited Service he has completed as
of a Vesting Event. If such a Participant has been
credited with 15 years of Credited Service as of a
Vesting Event, he shall be fully vested in his Accrued
Benefit as of his Vesting Event, whether or not the
Participant has otherwise attained his Vested
Retirement Age.
(c) SBLs. A Participant who is an SBL of an SBU of
AT&T Capital be deemed to have completed a number of
complete years of Vesting Service hereunder equal to
the complete years of Credited Service he has completed
as of a Vesting Event. If a Participant has been
credited with 20 years of Credited Service as of a
Vesting Event, he shall be fully vested in his Accrued
Benefit as of his Vesting Event, whether or not the
Participant has otherwise attained his Vested
Retirement Age.
7.3 Contractual Obligation.
(a) General Rule. It is intended that AT&T Capital is under
a contractual obligation to pay Retirement Benefits
under Article IV and Article VI when due. Payment of
-32-
<PAGE>
<PAGE> 37
Retirement Benefits under the Plan shall be made out of
AT&T Capital's general assets or, at the discretion of
the Board, from a grantor trust established by
AT&T Capital to pay Retirement Benefits hereunder.
(b) Statement of AT&T Capital Intention. Notwithstanding
anything in paragraph (a) to the contrary, it is
AT&T Capital's intention to establish an irrevocable
grantor trust and fully fund Retirement Benefits
accrued under this Plan upon a "Change in Control."
7.4 Unsecured Interest. Notwithstanding anything in
section 7.3 to the contrary, no Participant or Beneficiary shall
have any interest whatsoever in any specific asset of
AT&T Capital. To the extent that any person acquires a right to
receive payments under the Plan (or if a grantor trust is
established pursuant to sections 7.3 above, under such grantor
trust), such right shall be no greater than the right of any
unsecured general creditor of AT&T Capital.
7.5 Employment. Nothing in the Plan shall interfere with or
limit in any way the right of AT&T Capital to terminate any
Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of AT&T Capital.
-33-
<PAGE>
<PAGE> 38 Article VIII. Nontransferability
8.1 Nontransferability. In no event shall AT&T Capital make
any payment under the Plan to any assignee or creditor of a
Participant or a Beneficiary. Prior to the time of payment
hereunder, a Participant or a Beneficiary shall have no rights by
way of anticipation or may otherwise dispose of any interest
under the Plan nor shall such rights be assigned or transferred
by operation of law.
-34-
<PAGE>
<PAGE> 39 Article IX. Administration
9.1 Administration. The Plan shall be administered by the
Plan Administrator. The Plan Administrator may from time to time
establish rules for the administration of the Plan that are not
inconsistent with the provisions of the Plan.
9.2 Finality of Determination. Except where powers are
specifically conferred in the Board or the Committee in the Plan,
or as specifically provided otherwise in the Plan, the
determination of the Plan Administrator as to any disputed
questions arising under the Plan, including questions of
construction and interpretation, shall be final, binding, and
conclusive upon all persons.
9.3 Expenses. The cost of providing benefits from the Plan
and the expenses of administering the Plan shall be borne by
AT&T Capital.
-35-
<PAGE>
<PAGE> 40 Article X. Applicable Law
10.1 Applicable Law. The Plan shall be governed and
construed in accordance with the laws of the State of New Jersey
and the United States of America.
-36-
<PAGE>
<PAGE> 41 Article XI. Withholding of Taxes
11.1 Tax Withholding. AT&T Capital shall have the right to
deduct from all payments made from the Plan any federal, state,
or local taxes required by law to be withheld with respect to
such payments.
To the extent a Participant is subject to FICA taxes with respect
to Retirement Benefits accrued but not yet payable under the Plan
pursuant to Code section 3121(v), as a condition of participation
hereunder, each such Participant shall direct AT&T Capital to
withhold from his current Salary amounts thereby due and payable.
-37-
<PAGE>
<PAGE> 42 Article XII. Indemnification
12.1 Indemnification. To the extent permitted by law, the
Plan Administrator and all agents and representatives of the Plan
Administrator, shall be indemnified by AT&T Capital against any
claims, and the expenses of defending against such claims,
resulting from any action or conduct relating to the
administration of the Plan.
-38-
<PAGE>
<PAGE> 43 Article XIII. Claims Procedure
13.1 Claims Procedure.
(a) Submission of Claims. Claims for benefits under the
Plan shall be submitted in writing to the Committee or
to an individual designated by the Committee for this
purpose.
(b) Denial of Claim. If any claim for benefits is wholly or
partially denied, the claimant shall be given written
notice within 90 days following the date on which the
claim is filed, which notice shall set forth--
(1) the specific reason or reasons for the denial;
(2) specific references to pertinent Plan provisions
upon which the denial is based;
(3) a description of any additional material or
information necessary for the claimant to perfect
the claim and an explanation of why such material
or information is necessary; and
(4) an explanation of the Plan's claim review
procedure.
If special circumstances require an extension of time
for processing the claim, written notice of an
extension shall be furnished to the claimant prior to
the end of the initial period of 90 days following the
date on which the claim is filed. Such an extension may
not exceed a period of 90 days beyond the end of said
initial period.
If the claim has not been granted, and if written
notice of the denial of the claim is not furnished
within 90 days following the date on which the claim is
filed, the claim shall be deemed denied for the purpose
of proceeding to the claim review procedure.
(c) Claim Review Procedure. The claimant or his authorized
representative shall have 60 days after receipt of
written notification of denial of a claim to request a
-39-
<PAGE>
<PAGE> 44 review of the denial by making written request to the
Committee, and may review pertinent documents and
submit issues and comments in writing within such
60-day period.
Not later than 60 days after receipt of the request for
review, the Committee shall render and furnish to the
claimant a written decision which shall include specific
reasons for the decision, and shall make specific references
to pertinent Plan provisions upon which it is based. If
special circumstances require an extension of time for
processing, the decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the
request for review, provided that written notice and
explanation of the delay are given to the claimant prior to
commencement of the extension. Such decision by the
Committee shall not be subject to further review. If a
decision on review is not furnished to a claimant within the
specified time period, the claim shall be deemed to have
been denied on review.
-40-
<PAGE>
<PAGE> 45 Article XIV. Amendment and Termination
14.1 Amendment and Termination.
(a) This Plan shall be in effect as of June 14, 1995 and
shall continue until terminated by AT&T Capital as
provided in paragraph (b) of this Section 14.1.
(b) AT&T Capital shall have the right prior to a Change in
Control, in its sole discretion, pursuant to action by
the Board, to approve the termination or amendment of
this Plan; provided, however, that no such action which
would adversely affect the rights or potential rights
of Eligible Members or Participants shall be taken by
the Board or the Committee during any period of time
when the Board or the Committee, as the case may be,
has knowledge that any person has taken steps
reasonably calculated to effect a Change in Control
until, in the opinion of the Board or the Committee,
such person has abandoned or terminated its efforts to
effect a Change in Control; provided, further, that in
no event shall this Plan be terminated or amended
within the two-year period following a Change in
Control in any manner which would adversely affect the
rights or potential rights of Eligible Members or
Participants.
* * * * *
IN WITNESS WHEREOF, AT&T CAPITAL CORPORATION has caused this
instrument to be executed by its duly authorized officers on this
day of , 199_, effective as of June
14, 1995.
AT&T CAPITAL CORPORATION
By:
-41-
<PAGE>
<PAGE> 46
AT&T Capital Corporation Exhibit A
Executive Benefit Plan
Participant Category Years of Accrued Benefit Vesting Service
(and required years of Credited Service (as a % of Final as of May 31,
service for normal as of May 31, Annual Pay) as of 1995
vesting)(*) and 1995 (for accrual May 31, 1995
Participant Names purposes)
CEO (3)(+)
T. Wajnert 10 40 1
CLT members on or
prior to 1/1/95 (5)
E. Dwyer 11 40 1
D. McCarthy 11 40 1
R. Morey 11 40 1
I. Rothman 10 40 1
C. Van Sickle 9 36 1
CLT members after 1/1/95 (15)
None NA NA NA
SBLs (20)
E. Andrews 23 38 1
J. Canning 0 0 0
S. Chadwick 3 5.7 1
E. Cherney 5 9.5 1
G. Deehan 3 5.7 1
A. Fatum 0 0 0
G. Gold 14 26.6 1
J. Tenner 12 22.8 1
_______________________
* As measured from the later of (I) 1/1/94 and (ii) the date the Participant
became eligible to participate in the Plan.
+ The current CEO will fully vest in his EBP benefits on the date of his 55th
birthday.
<PAGE>1
EXHIBIT 11
FORM 10-Q for the Quarter
Ended June 30, 1995
File No. 1-11237
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF PRIMARY AND FULLY DILUTED
EARNINGS PER SHARE
(Dollars in Thousands except per share amounts)
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1995 1994 1995 1994
_______ _______ _______ _______
Net income $27,912 $18,901 $52,994 $34,706
======= ======= ======= =======
Weighted average number of
shares outstanding 46,944 46,847 46,943 46,855
Net effect of dilutive
stock options-based on the
treasury stock method using
average market price 83 27 71 43
_______ _______ _______ _______
Total 47,027 46,874 47,014 46,898
======= ======= ======= =======
Per share amounts:
Net income $ .59 $ .40 $ 1.13 $ .74
======= ======= ======= =======
Fully Diluted*
Weighted average
number of shares
outstanding 46,944 46,847 46,943 46,855
Net effect of dilutive
stock options-based on
the treasury stock method
using the greater of the
average market price or
quarter end price 103 27 107 43
_______ _______ _______ _______
Total 47,047 46,874 47,050 46,898
======= ======= ======= =======
Per share amounts:
Net income $ .59 $ .40 $ 1.13 $ .74
======= ======= ======= =======
* This calculation is submitted in accordance with Regulation S-K item
601(b) 11 although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
<PAGE>1
EXHIBIT 12
FORM 10-Q for the Quarter
Ended June 30, 1995
File No. 1-11237
AT&T CAPITAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO
FIXED CHARGES
(Dollars in Thousands)
(Unaudited)
For the
Six Months Ended
June 30, 1995
________________
Earnings from continuing operations:
Income before income taxes $ 88,842
Add: Fixed charges included in income before taxes 198,720
________
Total earnings from continuing operations, as adjusted 287,562
________
Total fixed charges* $198,720
========
Ratio of earnings to fixed charges 1.45
========
* Fixed charges include interest on indebtedness and the portion of
rentals representative of the interest factor.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information primarily extracted from
AT&T Capital Corporation's unaudited consolidated income statement and balance
sheet for and at the six months ended June 30, 1995 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 13,989
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 202,661
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 0
<DEPRECIATION> 574,652<F1>
<TOTAL-ASSETS> 8,741,899
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 4,428,839
<COMMON> 470
0
0
<OTHER-SE> 1,050,323
<TOTAL-LIABILITY-AND-EQUITY> 8,741,899
<SALES> 16,982
<TOTAL-REVENUES> 744,770
<CGS> 15,299
<TOTAL-COSTS> 186,459
<OTHER-EXPENSES> 234,987
<LOSS-PROVISION> 39,678
<INTEREST-EXPENSE> 194,804
<INCOME-PRETAX> 88,842
<INCOME-TAX> 35,848
<INCOME-CONTINUING> 52,994
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 52,994
<EPS-PRIMARY> 1.13
<EPS-DILUTED> 1.13
<FN>
<F1>(A) - Accumulated depreciation relates to equipment under operating leases.
<F2>(B) - This item is not applicable since the Company does not prepare a
classified balance sheet.
</FN>
</TABLE>
