AT&T UNIVERSAL FUNDING CORP
10-K, 1998-03-31
ASSET-BACKED SECURITIES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 -------------
                                   FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

X        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997

                                       OR
         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ________ to ___________

                     Commission File Numbers 33-93806
                                             333-2878
                                             333-9309

                       AT&T Universal Card Funding Corp.
              (Originator of the AT&T Universal Card Master Trust)
                        AT&T Universal Card Master Trust
                   (Issuer of the Asset Backed Certificates)
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<TABLE>
 <S>                                                            <C>                             <C>
              Delaware                                                     59-3325080
 ----------------------------------                             ------------------------------
 (STATE OR OTHER JURISDICTION OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION)


                     5201 Amelia Earhart Drive Suite 1001
                            Salt Lake City, Utah                                                    84116
                   ---------------------------------------                                       ----------
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                                       (ZIP CODE)
</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (801) 578-0619
<PAGE>   2
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of each class                   Name of each exchange on which registered
- -------------------                   -----------------------------------------

    Not Applicable


SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

Class A Series 1995-1 Floating Rate Asset Backed Certificates
Class B Series 1995-1 Floating Rate Asset Backed Certificates
Class A Series 1995-2 5.95% Asset Backed Certificates
Class B Series 1995-2 6.10% Asset Backed Certificates
Class A Series 1995-3 Floating Rate Asset Backed Certificates
Class B Series 1995-3 Floating Rate Asset Backed Certificates
Class A Series 1996-1 Floating Rate Asset Backed Certificates
Class B Series 1996-1 Floating Rate Asset Backed Certificates
Class A Series 1996-2 Floating Rate Asset Backed Certificates
Class B Series 1996-2 Floating Rate Asset Backed Certificates
Class A Series 1996-3 Floating Rate Asset Backed Certificates
Class B Series 1996-3 Floating Rate Asset Backed Certificates
Class A Series 1997-1 Floating Rate Asset Backed Certificates
Class B Series 1997-1 Floating Rate Asset Backed Certificates

- -------------------------------------------------------------------------------
                                (Title of class)

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 and 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
                                              -----------     -----------





<PAGE>   3
                                     PART I

Items 1. Business.

         Not Applicable.

Item 2.  Properties.

            Pursuant to Section 3.04(b) of the Pooling and Servicing Agreement,
dated as of August 1, 1995 relating to the AT&T Universal Card Master Trust
among AT&T Universal Funding Corp., as Transferor, AT&T Universal Card Services
Corp., as Servicer, and Bankers Trust Company, as Trustee, AT&T Universal Card
Services Corp., as Servicer, is required to deliver to the Trustee a monthly
servicer certificate (the "Monthly Report") for each outstanding series of
investor certificates.  Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7
contain the Annual Statement for Series 1995-1, Series 1995-2, Series 1995-3,
Series 1996-1, Series 1996-2, Series 1996-3, and Series 1997-1 aggregating the
information for each such series contained in the Monthly Reports for calendar
year 1997.

Item 3.  Legal Proceedings.

         None.

Item 4.  Submission of Matters to a vote of Security-Holders.

         None.

                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholders
         Matters.

         The certificates representing investors' interests in the Trust are
         represented by one or more Certificates registered in the name of Cede
         & Co., the nominee of the Depository Trust Company.

         To the best knowledge of the registrant, there is no established
         public trading market for the Certificates.

Item 6.  Selected Financial Data.

         Not Applicable.

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

         Not Applicable.

Item 8.  Financial Statements and Supplementary Data.

         Exhibits 99.1 through 99.7 filed as part of this report and
         listed in Item 14(a) below are also filed as part of this
         report under this Item 8.





                                       3
<PAGE>   4
Item 9.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure.

         None.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

         Not Applicable.

Item 11. Executive Compensation.

         Not Applicable.

Item 12. Security Ownership of Certain Beneficial Owners and
         Management.

         (a) the Certificates of each Class of Series representing investors'
interests in the Trust are represented by one or more Certificates registered
in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"),
and an investor holding an interest in the Trust is not entitled to receive a
Certificate representing such interest except in certain limited circumstances.
Accordingly, Cede & Co. is the sole holder of record of Certificates, which it
held on behalf of brokers, dealers, banks and other direct participants in the
DTC system at December 31, 1997.  Such direct participants may hold
Certificates for their own accounts or for the accounts of their customers.  At
December 31, 1997, the following direct DTC participants held positions in the
Certificates representing interests in the Trust equal to or exceeding 5% of
the total principal amount of the Certificates of each Class of each Series
outstanding on that date:



SERIES 1995-1

<TABLE>
<CAPTION>
            Participant                                               Quantity             Percentage
            -----------                                               --------             ----------
<S>                                                                    <C>                    <C>
Class A
            Bank of New York                                            $86,535,000            10%
            Chase Manhattan Bank                                        $83,165,000            10%
            FUJI Bank & Trust                                           $40,000,000             5%
            Northern Trust Company                                     $120,000,000            14%
            SSB - Custodian                                            $421,965,000            49%

Class B
            Citibank, N.A.                                              $25,000,000            42%
            FUJI Bank and Trust Company                                 $25,000,000            42%
            Witter (Dean) Reynolds Inc.                                 $10,000,000            17%


SERIES 1995-2
</TABLE>





                                       4
<PAGE>   5
<TABLE>
<CAPTION>
            Participant                                       Quantity               Percentage
            -----------                                       --------               ----------
<S>         <C>                                               <C>                    <C>
Class A
            Bank of New York                                            $53,902,000             8%
            Bankers Trust Company                                      $111,646,000            17%
            Boston Safe Deposit & Trust Co.                             $46,027,000             7%
            Chase Manhattan Bank                                        $77,420,000            11%
            Chase Manhattan Bank/Chemical                               $42,128,000             6%
            Northern Trust Company                                      $49,007,000             7%
            SSB-Custodian                                              $137,988,000            20%

Class B
            Chase Manhattan Bank                                        $25,125,000            71%
            Bank of New York                                            $10,000,000            28%

SERIES 1995-3

            Participant                                       Quantity               Percentage
            -----------                                       --------               ----------
Class A
            Bankers Trust Company                                       $95,000,000            15%
            Chase Manhattan Bank                                       $249,450,000            38%
            Chase Manhattan Bank/Chemical                               $55,250,000             8%
            Citibank, N.A.                                              $95,850,000            15%
            Dai-Ichi Kangyo Bank Limited (The)                          $70,000,000            11%
                 New York-Branch

Class B
            NBD Bank Municipal Bond Department                          $20,000,000            44%
            Fuji Bank & Trust Company                                   $25,000,000            56%


</TABLE>





                                       5
<PAGE>   6

<TABLE>
<CAPTION>
SERIES 1996-1

            Participant                                       Quantity               Percentage
            -----------                                       --------               ----------
<S>         <C>                                               <C>                    <C>
Class A
            Bank of New York                                           $141,800,000            17%
            Bankers Trust Company                                       $42,000,000             5%
            Chase Manhattan Bank                                        $93,600,000            11%
            SSB-Custodian                                              $406,800,000            48%
            Chase Manhattan Bank/Chemical                               $56,575,000             7%

Class B
            Bankers Trust Company                                       $20,000,000            25%
            Boston Safe Deposit & Trust Co.                             $27,600,000            35%
            Bankers Trust Company/Corporate Clearance                   $13,400,000            17%
            Bankers Trust/Investment Account                            $10,000,000            13%
            Chase Manhattan Bank                                         $4,750,000             6%
            Citibank, N.A.                                               $4,000,000             5%

SERIES 1996-2

            Participant                                       Quantity               Percentage
            -----------                                       --------               ----------
Class A
            Citibank, N.A.                                             $181,500,000            21%
            Northern Trust Company                                     $167,500,000            20%
            SSB-Custodian                                              $338,750,000            40%

Class B
            Bank of New York                                            $22,500,000            28%
            Bankers Trust Company                                       $20,000,000            25%
            Boston Safe Deposit and Trust Company                        $5,000,000             6%
            PNC Bank, National Association                              $17,500,000            22%
            Swiss American Securities, Inc.                             $15,000,000            19%

SERIES 1996-3

            Participant                                       Quantity               Percentage
            -----------                                       --------               ----------
Class A
            Bankers Trust Company                                      $100,915,000            12%
            Bank of New York                                           $162,000,000            19%
            Chase Manhattan Bank                                       $116,185,000            14%
            Chase Manhattan Bank/Chemical                               $49,800,000             6%
            Citibank, N.A.                                             $112,500,000            13%
            Northern Trust Company                                     $100,000,000            12%
            SSB-Custodian                                              $110,200,000            13%

Class B
            Boston Safe Deposit & Trust Co.                             $31,500,000            39%
            Bankers Trust Company/Corporate Clearance                   $10,000,000            13%
            Chase Manhattan Bank                                        $35,500,000            44%
</TABLE>





                                       6
<PAGE>   7
SERIES 1997-1

<TABLE>
<CAPTION>
            Participant                                       Quantity               Percentage
            -----------                                       --------               ----------
<S>         <C>                                                        <C>                    <C>
Class A
            Bankers Trust Company                                       $79,557,000             9%
            Bank of New York                                           $186,500,000            22%
            Boston Safe Deposit and Trust Company                       $89,700,000            11%
            Citibank, N.A.                                              $91,000,000            11%
            SSB-Custodian                                              $190,643,000            22%

Class B
            Bank of New York                                            $10,000,000            13%
            Bankers Trust Company                                       $10,000,000            13%
            Boston Safe Deposit and Trust Company                       $13,000,000            16%
            Chase Manhattan Bank/Chemical                               $24,000,000            30%
            NBD Bank Municipal Bond Department                          $10,000,000            13%
</TABLE>



            The address of each above participant is:

                     c/o     The Depository Trust Company
                             55 Water Street
                             New York, New York  10041

            (b) Not Applicable.

            (c) Not Applicable.

Item 13.    Certain Relationships and Related Transactions.

            None.





                                       7
<PAGE>   8
                                    PART IV

Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

            (a) The following are filed as part of this report.

            Exhibit 99.1     Annual Statement for the Period Ending
                             December 31, 1997 with respect to the AT&T
                             Universal Card Master Trust Series 1995-1.

            Exhibit 99.2     Annual Statement for the Period Ending
                             December 31, 1997 with respect to the AT&T
                             Universal Card Master Trust Series 1995-2.

            Exhibit 99.3     Annual Statement for the Period Ending
                             December 31, 1997 with respect to the AT&T
                             Universal Card Master Trust Series 1995-3.

            Exhibit 99.4     Annual Statement for the Period Ending
                             December 31, 1997 with respect to the AT&T
                             Universal Card Master Trust Series 1996-1.

            Exhibit 99.5     Annual Statement for the Period Ending
                             December 31, 1997 with respect to the AT&T
                             Universal Card Master Trust Series 1996-2.

            Exhibit 99.6     Annual Statement for the Period Ending
                             December 31, 1997 with respect to the AT&T
                             Universal Card Master Trust Series 1996-3.

            Exhibit 99.7     Annual Statement for the Period Ending
                             December 31, 1997 with respect to AT&T
                             Universal Card Master Trust Series 1997-1.

            Exhibit 99.8     AT&T Universal Card Services Corp. Officers
                             Certificate dated March 10, 1998.

            Exhibit 99.9     Report, dated March 5, 1998, issued by
                             Coopers & Lybrand LLP.

            (b)      The following Current Reports on Form 8-K were filed
                     by the registrant during the quarter ending December
                     31, 1997:

                     Current Report on Form 8-K dated October 17, 1997
                     Current Report on Form 8-K dated November 17, 1997
                     Current Report on Form 8-K dated December 17, 1997

                                   SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.





                                       8
<PAGE>   9
                                  AT&T UNIVERSAL CARD MASTER TRUST

                                  BY:  AT&T UNIVERSAL CARD SERVICES CORP.,
                                       AS SERVICER



                                  By:  /s/ Robert A. Miller
                                     ----------------------------
                                  Name: Robert A. Miller
                                  Title:  Vice President Finance





                                       9
<PAGE>   10
<TABLE>
<CAPTION>
EXHIBIT          DESCRIPTION                                            PAGE
- -------          -----------                                            ----
<S>              <C>                                                    <C>
Exhibit 99.1     Annual Statement for the Period Ending
                 December 31, 1997 with respect to the AT&T
                 Universal Card Master Trust Series 1995-1.

Exhibit 99.2     Annual Statement for the Period Ending
                 December 31, 1997 with respect to the AT&T
                 Universal Card Master Trust Series 1995-2.

Exhibit 99.3     Annual Statement for the Period Ending
                 December 31, 1997 with respect to the AT&T
                 Universal Card Master Trust Series 1995-3.

Exhibit 99.4     Annual Statement for the Period Ending
                 December 31, 1997 with respect to the AT&T
                 Universal Card Master Trust Series 1996-1.

Exhibit 99.5     Annual Statement for the Period Ending
                 December 31, 1997 with respect to the AT&T
                 Universal Card Master Trust Series 1996-2.

Exhibit 99.6     Annual Statement for the Period Ending
                 December 31, 1997 with respect to the AT&T
                 Universal Card Master Trust Series 1996-3.

Exhibit 99.7     Annual Statement for the Period Ending
                 December 31, 1997 with respect to the AT&T
                 Universal Card Master Trust Series 1997-1.

Exhibit 99.8     AT&T Universal Card Services Corp. Officers
                 Certificate dated March 10, 1998.

Exhibit 99.9     Report, dated March 5, 1998, issued by Coopers
                 & Lybrand LLP.
</TABLE>





                                       10

<PAGE>   1
                                                                    EXHIBIT 99.1

                        AT&T UNIVERSAL CARD MASTER TRUST
                                ANNUAL STATEMENT

                                 SERIES 1995-1

                    FOR THE PERIOD ENDING DECEMBER 31, 1997

     Pursuant to the Pooling and Servicing Agreement dated as of August 1, 1995
(hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
AT&T Universal Card Services Corp. ("UCS") as Servicer, AT&T Universal Funding
Corp. ("Funding"), as Transferor, and Bankers Trust Company, as trustee (the
'Trustee'), as supplemented by the Series 1995-1 Supplement dated as of
08/01/95 (the "Supplement") among UCS, Funding" and the Trustee, as Servicer is
required to prepare certain information each Period regarding current
distributions to the Series 1995-1 Certificateholders and the performance of
the AT&T Universal Card Master Trust (the "Trust") during the year. The
information which is required to be prepared with respect to the performance of
the Trust during the period of 01/01/97 - 12/31/97 is set forth below. Certain
of the information is presented on the basis of an original principal amount of
$1,000 per Series 1995-1 Certificate (a "Certificate"). Certain other
information is presented based on the aggregate amounts for the Trust as a
whole. Capitalized terms used in this Annual Statement have their respective
meanings set forth in the Pooling and Servicing Agreement and the Supplement.

<TABLE>
 <S>          <C>                                                                                                     <C>
 A)           Information regarding distribution in respect of the Class A
              Certificates per $1,000 original certificate principal amount.

              (1)                     The total amount of the
              distribution in respect of Class A Certificates, per $1,000 original
              certificate principal amount                                                                            $57.83190807
                                                                                                                      ------------

              (2)                     The amount of the distribution set forth in paragraph 1 above
              in respect of interest on the Class A Certificates, per $1,000 original
              certificate principal amount                                                                            $57.83190807
                                                                                                                      ------------

              (3)                       The amount of the distribution set forth in paragraph 1 above
              in respect of principal of the Class A Certificates, per $1,000 original
              certificate principal amount                                                                                   $0.00
                                                                                                                             -----
</TABLE>



                                       1
<PAGE>   2
<TABLE>
 <S>          <C>                                                                                                      <C>
 B)           Class A Investor Charge Offs and
              Reimbursement of Charge Offs
              (1)                     The amount of Class A Investor
              Charge Offs                                                                                                    $0.00
                                                                                                                             -----
              (2)                     The amount of Class A Investors Charge Offs set forth in
              paragraph 1 above, per $1,000 original certificate
              principal amount                                                                                               $0.00
                                                                                                                             -----
              (3)                     The total amount reimbursed in
              respect of Class A Investor Charge
              Offs                                                                                                           $0.00
                                                                                                                             -----
              (4)                     The amount set forth in paragraph
              3 above, per $1,000 original
              certificate principal amount                                                                                   $0.00
                                                                                                                             -----
              (5)                     The amount, if any, by which the
              outstanding principal balance of the
              Class A Certificates exceeds the Class
              A Invested Amount after giving effect
              to all transactions on such
              Distribution Date                                                                                              $0.00
                                                                                                                             -----

 C)           Information regarding distributions in
              respect of the Class B Certificates,
              per $1,000 original certificate
              principal amount
              (1)                     The total amount of the
              distribution in respect of Class B
              Certificates, per $1,000 original
              certificate principal amount                                                                             59.04524150
                                                                                                                       -----------
              (2)                     The amount of the distribution
              set forth in paragraph 1 above in
              respect of interest on the Class B
              Certificates, per $1,000 original
              certificate principal amount                                                                             59.04524150
                                                                                                                       -----------
              (3)                     The amount of the distribution
              set forth in paragraph 1 above in
              respect of principal of the Class B
              Certificates, per $1,000 original
              certificate principal amount                                                                                   $0.00
                                                                                                                             -----

 D)           Amount of reductions in Class B Invested Amount pursuant to
              clauses (c), (d), and (e) of the definition of Class B Invested
              Amount                                                                                                              
              (1)                      The amount of reductions in Class B Invested Amount pursuant
              to clauses (c), (d), and (e) of the definition of
              Class B Invested Amount                                                                                        $0.00
                                                                                                                             -----
</TABLE>
                                       2
<PAGE>   3

<TABLE>
<S>           <C>                                                                                                    <C>
              (2)                     The amount of reductions in the Class B Invested Amount set
              forth in paragraph 1 above, per $1,000
              original certificate principal amount                                                                          $0.00
                                                                                                                             -----
              (3)                     The total amount reimbursed in
              respect of such reductions in the
              Class B Invested Amount                                                                                        $0.00
                                                                                                                             -----
              (4)                     The amount set forth in paragraph
              3 above, per $1,000 original
              certificate principal amount                                                                                   $0.00
                                                                                                                             -----
              (5)                     The amount, if any, by which the
              outstanding principal balance of the
              Class B Certificates exceeds the Class
              B Invested Amount after giving effect
              to all transactions on such
              Distribution Date                                                                                              $0.00
                                                                                                                             -----

E)            Information regarding certain
              distributions to the Collateral
              Interest Holder
              (1)                     The amount distributed to the
              Collateral Interest Holder in respect
              of interest on the Collateral Invested
              Amount                                                                                                 $4,238,469.44
                                                                                                                     -------------
              (2)                     The amount distributed to the Collateral Interest Holder in
              respect of principal on the Collateral
              Invested Amount                                                                                                $0.00
                                                                                                                             -----

 F)           Amount of reductions in Collateral Invested Amount pursuant to
              clauses (c), (d), and (e) of the definition of Collateral Invested
              Amount

              (1)                     The amount of reductions in the
              Collateral Invested Amount pursuant to
              clauses (c), (d), and (e) of the
              definition of Collateral Invested
              Amount                                                                                                         $0.00
                                                                                                                             -----
              (2)                     The total amount reimbursed in
              respect of such reductions in the
              Collateral Invested Amount                                                                                     $0.00
                                                                                                                             -----
</TABLE>

                 AT&T UNIVERSAL CARD SERVICES CORP.,
                    Servicer

                 By ___/s/Tom Donahue
                    Name:  Tom Donahue
                    Title:  Servicing Officer

                                       3
<PAGE>   4
<TABLE>
<S>                                                                                                              <C>
RECEIVABLES  ---

Beginning of the Period Principal Receivables (01/01/97):                                                        $8,580,178,226.45
                                                                                                                 -----------------
Beginning of the Period Finance Charge Receivables (01/01/97):                                                      $81,173,556.87
                                                                                                                    --------------
Beginning of the Period Discounted Receivables:                                                                              $0.00
                                                                                                                             -----
Beginning of the Period Premium Receivables:                                                                                 $0.00
                                                                                                                             -----
Beginning of the Period Total Receivables (01/01/97):                                                            $8,661,351,783.32
                                                                                                                 -----------------


Removed Principal Recievables:                                                                                               $0.00
                                                                                                                             -----
Removed Finance Charge Receivables:                                                                                          $0.00
                                                                                                                             -----
Removed Total Receivables:                                                                                                   $0.00
                                                                                                                             -----


Additional Principal Receivables:  (4/97)                                                                        $1,125,269,096.66
                                                                                                                 -----------------
Additional Finance Charge Receivables: (4/97)                                                                       $10,090,419.65
                                                                                                                    --------------
Additional Total Receivables:                                                                                    $1,135,359,516.31
                                                                                                                 -----------------


Discounted Receivables Generated this Period:                                                                                $0.00
                                                                                                                             -----
Premium Receivables Generated this Period:                                                                                   $0.00
                                                                                                                             -----
End of the Period Principal Receivables (12/31/97):                                                              $9,577,202,207.76
                                                                                                                 -----------------
End of the Period Finance Charge Receivables (12/31/97):                                                            $90,437,281.56
                                                                                                                    --------------
End of the Period Discounted Receivables:                                                                                    $0.00
                                                                                                                             -----
End of the Period Premium Receivables:                                                                                       $0.00
                                                                                                                             -----
End of the Period Total Receivables (12/31/97):                                                                  $9,667,639,489.32
                                                                                                                 -----------------


Special Funding Account Balance                                                                                              $0.00
                                                                                                                             -----
Aggregate Invested Amount (all Master Trust Series)                                                              $7,500,000,000.00
                                                                                                                 -----------------

End of the Period Transferor Amount (12/31/97)                                                                     $276,960,294.37
                                                                                                                   ---------------


DELINQUENCIES AND LOSSES ---

                                                                                                         RECEIVABLES
                                                                                                         -----------
End of the Period Delinquencies:  (12/31/97)
   31-60 Days Delinquent                                                                                           $106,718,349.83
                                                                                                                   ---------------
   61-90 Days Delinquent                                                                                            $66,032,106.18
                                                                                                                    --------------
   91+ Days Delinquent                                                                                             $118,216,718.59
                                                                                                                   ---------------

   Total 31+ Days Delinquent                                                                                       $290,967,174.60
                                                                                                                   ---------------

Defaulted Accounts During the Period                                                                               $536,946,022.60
                                                                                                                   ---------------
</TABLE>

                                       4
<PAGE>   5
<TABLE>
<S>                                                                                         <C>                  <C>
INVESTED AMOUNTS ---

Class A Initial Invested Amount                                                                $870,000,000
                                                                                               ------------
Class B Initial Invested Amount                                                                 $60,000,000
                                                                                                -----------
Collateral Initial Invested Amount                                                              $70,000,000
                                                                                                -----------
INITIAL INVESTED AMOUNT                                                                                             $1,000,000,000
                                                                                                                    --------------
Class A Invested Amount                                                                     $870,000,000.00
                                                                                            ---------------
Class B Invested Amount                                                                      $60,000,000.00
                                                                                             --------------
Collateral Invested Amount                                                                   $70,000,000.00
                                                                                             --------------
INVESTED AMOUNT                                                                                                     $1,000,000,000
                                                                                                                    --------------
Class A Adjusted Invested Amount                                                            $870,000,000.00
                                                                                            ---------------
Class B Adjusted Invested Amount                                                             $60,000,000.00
                                                                                             --------------
Collateral Invested Amount                                                                   $70,000,000.00
                                                                                             --------------
ADJUSTED INVESTED AMOUNT                                                                                            $1,000,000,000
                                                                                                                    --------------


ANNUAL SERVICING FEE                                                                                                $20,000,000.04
                                                                                                                    --------------


INVESTOR DEFAULT AMOUNT                                                                                             $59,601,501.33
                                                                                                                    --------------

GROUP 1 INFORMATION

WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES                                                                             5.85%
IN GROUP 1                                                                                                                   -----

GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS                                                                        $949,145,541.16
                                                                                                                   ---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS                                                                                          $0.00
                                                                                                                             -----
GROUP 1 INVESTOR DEFAULT AMOUNT                                                                                    $321,190,204.03
                                                                                                                   ---------------
GROUP 1 INVESTOR ANNUAL FEES                                                                                       $107,580,644.66
                                                                                                                   ---------------
GROUP 1 INVESTOR ANNUAL INTEREST                                                                                   $325,134,771.77
                                                                                                                   ---------------


SERIES 1995-1 INFORMATION

SERIES 1995-1 ALLOCATION PERCENTAGE                                                                                         14.01%
                                                                                                                            ------
SERIES 1995-1 ALLOCABLE FINANCE CHARGE                                                                             $212,647,007.25
COLLECTIONS                                                                                                        ---------------

SERIES 1995-1 ADDITIONAL AMOUNTS                                                                                             $0.00
                                                                                                                             -----
SERIES 1995-1 ALLOCABLE DEFAULTED AMOUNT                                                                            $75,351,019.24
                                                                                                                    --------------
SERIES 1995-1 ANNUAL FEES                                                                                           $20,000,000.04
                                                                                                                    --------------
SERIES 1995-1 ALLOCABLE PRINCIPAL COLLECTIONS                                                                    $2,644,286,408.56
                                                                                                                 -----------------
SERIES 1995-1 REQUIRED TRANSFEROR AMOUNT                                                                            $70,000,000.00
                                                                                                                    --------------
FLOATING ALLOCATION PERCENTAGE                                                                                              79.27%
                                                                                                                            ------
</TABLE>

                                       5
<PAGE>   6
<TABLE>
<S>                                                                                         <C>                  <C>
INVESTOR FINANCE CHARGE COLLECTIONS                                                                                $168,420,141.96
                                                                                                                   ---------------
INVESTOR DEFAULT AMOUNT                                                                                             $59,601,501.33
                                                                                                                    --------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS                                                                    $174,671,123.00
                                                                                                                   ---------------
PRINCIPAL ALLOCATIONS PERCENTAGE                                                                                            79.27%
                                                                                                                            ------
AVAILABLE PRINCIPAL COLLECTIONS                                                                                  $2,092,466,529.83
                                                                                                                 -----------------
CLASS A  AVAILABLE FUNDS ---

CLASS A FLOATING PERCENTAGE                                                                                                 87.00%
                                                                                                                            ------

   Class A Floating Percentage of Reallocated                                               $152,459,145.81
   Investor Finance Charge Collections                                                      ---------------

   Other Amounts                                                                                      $0.00
                                                                                                      -----
TOTAL CLASS A AVAILABLE FUNDS                                                                                      $152,459,145.81
                                                                                                                   ---------------
   Class A Annual Interest                                                                   $51,433,160.02
                                                                                             --------------
   Class A Servicing Fee (if applicable)                                                              $0.00
                                                                                                      -----
   Class A Investor Default Amount                                                           $51,853,306.18
                                                                                             --------------
TOTAL CLASS A EXCESS SPREAD                                                                                         $49,172,679.63
                                                                                                                    --------------

CLASS A REQUIRED AMOUNT                                                                                                      $0.00
                                                                                                                             -----
CLASS B AVAILABLE FUNDS ---

CLASS B FLOATING PERCENTAGE                                                                                                  6.00%
                                                                                                                             -----

CLASS B AVAILABLE FUNDS                                                                                             $10,480,267.37
                                                                                                                    --------------
   Class B Annual Interest                                                                    $3,620,714.49
                                                                                              -------------
   Class B Servicing Fee (if applicable)                                                              $0.00
                                                                                                      -----
TOTAL CLASS B EXCESS SPREAD                                                                                          $6,859,552.89
                                                                                                                     -------------
COLLATERAL AVAILABLE FUNDS --

COLLATERAL FLOATING PERCENTAGE                                                                                               7.00%
                                                                                                                             -----

COLLATERAL AVAILABLE FUNDS                                                                                          $12,226,978.61
                                                                                                                    --------------
   Collateral Interest Servicing Fee (if  applicable)                                                                        $0.00
                                                                                                                             -----
TOTAL COLLATERAL EXCESS SPREAD                                                                                      $12,226,978.61
                                                                                                                    --------------
EXCESS SPREAD ---

TOTAL EXCESS SPREAD                                                                                                 $68,259,211.13
                                                                                                                    --------------
</TABLE>

                                       6
<PAGE>   7
<TABLE>
<S>                                                                                                                <C>
Excess Spread Applied to Class A Required Amount                                                                             $0.00
                                                                                                                             -----
Excess Spread Applied to Class A Investor Charge                                                                             $0.00
Offs                                                                                                                         -----

Excess Spread Applied to Class B Required Amount                                                                     $3,576,090.09
                                                                                                                     -------------
Excess Spread Applied to Reductions of Class B                                                                               $0.00
Invested Amount pursuant to clauses (c), (d) and (e)                                                                         -----

Excess Spread Applied to Collateral Annual                                                                           $4,238,469.44
Interest                                                                                                             -------------

Excess Spread Applied to Unpaid Annual                                                                              $20,000,000.04
Servicing Fee                                                                                                       --------------

Excess Spread Applied Collateral Default Amount                                                                      $4,172,105.10
                                                                                                                     -------------

Excess Spread Applied to Reductions of                                                                                       $0.00
Collateral Invested Amount Pursuant to Clauses                                                                               -----
(c), (d) and (e)
Excess Spread Applied to Reserve Account                                                                                     $0.00
                                                                                                                             -----
Excess Spread Applied to Other Amounts Owed to                                                                               $0.00
Collateral Interest Holder                                                                                                   -----

TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES                                                                                  $36,272,546.52
                                                                                                                    --------------
EXCESS FINANCE CHARGES COLLECTIONS

TOTAL EXCESS FINANCE CHARGE COLLECTIONS                                                                            $200,197,581.43
FOR ALL ALLOCATION SERIES                                                                                          ---------------

SERIES 1995-1 EXCESS FINANCE CHARGE COLLECTIONS ---

EXCESS FINANCE CHARGE COLLECTIONS                                                                                            $0.00
ALLOCATED TO SERIES 1995-1                                                                                                   -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Class A Required Amount                                                                                                      -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Class A Investor Charge Offs                                                                                                 -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Class B Required Amount                                                                                                      -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Reductions of Class B Invested Amount Pursuant                                                                               -----
to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                                                                 $0.00
Collateral Annual Interest                                                                                                   -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Unpaid Annual Servicing Fee                                                                                                  -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Collateral Default Amount                                                                                                    -----
</TABLE>


                                       7
<PAGE>   8
<TABLE>
<S>                                                                                       <C>                               <C>
Excess Finance Charge Collections Applied to                                                                                 $0.00
Reductions of Collateral Invested Amount                                                                                     -----
Pursuant to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to                                                                                 $0.00
Reserve Account                                                                                                              -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Other Amounts Owed to Collateral Interest Holder                                                                             -----

YIELD, BASE, EXCESS SPREAD RATE---

AVERAGE BASE RATE FOR THE PERIOD                                                                                             7.93%
                                                                                                                             -----

AVERAGE SERIES ADJUSTED PORTFOLIO                                                                                           11.56%
YIELD FOR THE PERIOD                                                                                                        ------

AVERAGE EXCESS SPREAD RATE FOR THE PERIOD                                                                                    3.63%
                                                                                                                             -----

PRINCIPAL COLLECTIONS---

CLASS A PRINCIPAL PERCENTAGE                                                                                                87.00%
                                                                                                                            ------
   Class A Principal Collections                                                          $1,820,445,880.95
                                                                                          -----------------
CLASS B PRINCIPAL PERCENTAGE                                                                                                 6.00%
                                                                                                                             -----
   Class B Principal Collections                                                            $125,547,991.79
                                                                                            ---------------
COLLATERAL PRINCIPAL PERCENTAGE                                                                                              7.00%
                                                                                                                             -----
   Collateral Principal Collections                                                         $146,472,657.52
                                                                                            ---------------

AVAILABLE PRINCIPAL COLLECTIONS                                                           $2,092,466,530.26
                                                                                          -----------------

REALLOCATED PRINCIPAL COLLECTIONS                                                                                            $0.00
                                                                                                                             -----

SERIES 1995-1 PRINCIPAL SHORTFALL                                                                                            $0.00
                                                                                                                             -----

SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER                                                                            $0.00
PRINCIPAL SHARING SERIES                                                                                                     -----
</TABLE>


                                       8
<PAGE>   9
<TABLE>
<S>                                                                                                   <C>        <C>
ACCUMULATION ---

Controlled Accumulation Amount                                                                        $0.00
                                                                                                      -----
Deficit Controlled Accumulation Amount                                                                $0.00
                                                                                                      -----
CONTROLLED DEPOSIT AMOUNT                                                                                                    $0.00
                                                                                                                             -----

PRINCIPAL FUNDING ACCOUNT BALANCE                                                                                            $0.00
                                                                                                                             -----

SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER                                                                  $2,152,068,031.16
                                                                                                                 -----------------
PRINCIPAL SHARING SERIES

INVESTOR CHARGE OFFS AND REIMBURSEMENTS--

CLASS A INVESTOR CHARGE OFFS                                                                                                 $0.00
                                                                                                                             -----
REDUCTIONS IN CLASS B INVESTED AMOUNT  (OTHER THAN                                                                           $0.00
BY PRINCIPAL PAYMENTS)                                                                                                       -----

REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER                                                                              $0.00
THAN BY PRINCIPAL PAYMENTS)                                                                                                  -----

PREVIOUS CLASS A CHARGE OFFS REIMBURSED                                                                                      $0.00
                                                                                                                             -----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS                                                                                  $0.00
REIMBURSED                                                                                                                   -----

PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS                                                                               $0.00
REIMBURSED                                                                                                                   -----
</TABLE>

               AT&T UNIVERSAL CARD SERVICES CORP.,

               as Servicer

               By:  __/s/Tom Donahue
                    Name:  Tom Donahue
                    Title:  Servicing Officer

                                       9

<PAGE>   1
                                                                    EXHIBIT 99.2


                        AT&T UNIVERSAL CARD MASTER TRUST
                                ANNUAL STATEMENT
                                 SERIES 1995-2
                    FOR THE PERIOD ENDING DECEMBER 31, 1997

     Pursuant to the Pooling and Servicing Agreement dated as of August 1, 1995
(hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
AT&T Universal Card Services Corp. ("UCS") as Servicer, AT&T Universal Funding
Corp. ("Funding"), as Transferor, and Bankers Trust Company, as trustee (the
'Trustee'), as supplemented by the Series 1995-2 Supplement dated as of 11/15/95
(the "Supplement") among UCS, Funding" and the Trustee, as Servicer is required
to prepare certain information each month regarding current distributions to the
Series 1995-2 Certificateholders and the performance of the AT&T Universal Card
Master Trust (the "Trust") during the year. The information which is required to
be prepared with respect to the performance of the Trust during the period of
1/01/97 - 12/31/97 is set forth below. Certain of the information is presented
on the basis of an original principal amount of $1,000 per Series 1995-2
Certificate (a "Certificate"). Certain other information is presented based on
the aggregate amounts for the Trust as a whole. Capitalized terms used in this
Annual Statement have their respective meanings set forth in the Pooling and
Servicing Agreement and the Supplement.

<TABLE>
<S>                                                                                                            <C>
 A)          Information regarding distribution in respect of the Class A
             Certificates per $1,000 original certificate principal amount.

             (1)                       The total amount of the
             distribution in respect of Class A
             Certificates, per $1,000 original
             certificate principal amount                                                                             $59.50000000
                                                                                                                      ------------
             (2)                       The amount of the distribution
             set forth in paragraph 1 above  in respect of interest on
             the Class A Certificates, per $1,000  original certificate
             principal amount                                                                                         $59.50000000
                                                                                                                      ------------
             (3)                       The amount of the distribution set
             forth in paragraph 1 above in respect of principal of the
             Class A Certificates, per $1,000 original certificate
             principal amount                                                                                                $0.00
                                                                                                                             -----

</TABLE>

                                       1
<PAGE>   2

<TABLE>
<S>                                                                                                            <C>
 B)          Class A Investor Charge Offs and
             Reimbursement of Charge Offs

             (1)                       The amount of Class A Investor
             Charge Offs                                                                                                     $0.00
                                                                                                                             -----

             (2)                       The amount of Class A Investors Charge Offs set forth in
             paragraph 1 above, per $1,000 original certificate
             principal amount                                                                                                $0.00
                                                                                                                             -----
             (3)                       The total amount reimbursed in
             respect of Class A Investor Charge Offs                                                                         $0.00
                                                                                                                             -----
             (4)                       The amount set forth in paragraph
             3 above, per $1,000 original
             certificate principal amount                                                                                    $0.00
                                                                                                                             -----
             (5)                       The amount, if any, by which the
             outstanding principal balance of the
             Class A Certificates exceeds the Class
             A Invested Amount after giving effect
             to all transactions on such
             Distribution Date                                                                                               $0.00
                                                                                                                             -----

 C)          Information regarding distributions in
             respect of the Class B Certificates,
             per $1,000 original certificate
             principal amount
             (1)                       The total amount of the
             distribution in respect of Class B
             Certificates, per $1,000 original
             certificate principal amount                                                                             $61.00000000
                                                                                                                      ------------
             (2)                       The amount of the distribution
             set forth in paragraph 1 above in
             respect of interest on the Class B
             Certificates, per $1,000 original
             certificate principal amount                                                                             $61.00000000
                                                                                                                      ------------
             (3)                       The amount of the distribution
             set forth in paragraph 1 above in
             respect of principal of the Class B
             Certificates, per $1,000 original
             certificate principal amount                                                                                    $0.00
                                                                                                                             -----

 D)          Amount of reductions in Class B Invested Amount pursuant to clauses
             (c), (d), and (e) of the definition of Class B Invested Amount
             (1)                        The amount of reductions in Class B Invested Amount pursuant to
             clauses (c), (d), and (e) of the definition of
             Class B Invested Amount                                                                                         $0.00
                                                                                                                             -----
</TABLE>
                                       2
<PAGE>   3

<TABLE>
<S>                                                                                                            <C>
             (2)                      The amount of reductions in the
             Class B Invested Amount set
             forth in paragraph 1 above, per $1,000
             original certificate principal amount                                                                           $0.00
                                                                                                                             -----
             (3)                       The total amount reimbursed in
             respect of such reductions in the
             Class B Invested Amount                                                                                         $0.00
                                                                                                                             -----
             (4)                       The amount set forth in paragraph
             3 above, per $1,000 original
             certificate principal amount                                                                                    $0.00
                                                                                                                             -----
             (5)                       The amount, if any, by which the
             outstanding principal balance of the
             Class B Certificates exceeds the Class
             B Invested Amount after giving effect
             to all transactions on such
             Distribution Date                                                                                               $0.00
                                                                                                                             -----

E)           Information regarding certain
             distributions to the Collateral
             Interest Holder
             (1)                       The amount distributed to the
             Collateral Interest Holder in respect
             of interest on the Collateral Invested Amount                                                            $2,396,421.93
                                                                                                                      -------------
             (2)                       The amount distributed to the
             Collateral Interest Holder in respect of principal on
             the Collateral Invested Amount                                                                                   $0.00
                                                                                                                              -----

 F)          Amount of reductions in Collateral Invested Amount pursuant to
             clauses (c), (d), and (e) of the definition of Collateral Invested
             Amount
             (1)                       The amount of reductions in the
             Collateral Invested Amount pursuant to clauses (c), (d), and
             (e) of the definition of Collateral Invested Amount                                                             $0.00
                                                                                                                             -----
             (2)                       The total amount reimbursed in
             respect of such reductions in the Collateral Invested Amount                                                    $0.00
                                                                                                                             -----

</TABLE>
                                       AT&T UNIVERSAL CARD SERVICES CORP.,
                                          Servicer

                                       By ___/s/Tom Donahue
                                          Name:  Tom Donahue
                                          Title:  Servicing Officer

                                       3
<PAGE>   4

<TABLE>
<S>                                                                                                      <C>
RECEIVABLES  ---

Beginning of the Period Principal Receivables (01/01/97):                                                        $8,580,178,226.45
                                                                                                                 -----------------
Beginning of the Period Finance Charge Receivables (01/01/97):                                                      $81,173,556.87
                                                                                                                    --------------
Beginning of the Period Discounted Receivables:                                                                              $0.00
                                                                                                                             -----
Beginning of the Period Premium Receivables:                                                                                 $0.00
                                                                                                                             -----
Beginning of the Period Total Receivables (01/01/97):                                                            $8,661,351,783.32
                                                                                                                 -----------------


Removed Principal Recievables:                                                                                               $0.00
                                                                                                                             -----
Removed Finance Charge Receivables:                                                                                          $0.00
                                                                                                                             -----
Removed Total Receivables:                                                                                                   $0.00
                                                                                                                             -----


Additional Principal Receivables: (4/97)                                                                         $1,125,269,096.66
                                                                                                                 -----------------
Additional Finance Charge Receivables: (4/97)                                                                       $10,090,419.65
                                                                                                                    --------------
Additional Total Receivables:                                                                                    $1,135,359,516.31
                                                                                                                 -----------------


Discounted Receivables Generated this Period:                                                                                $0.00
                                                                                                                             -----
Premium Receivables Generated this Period:                                                                                   $0.00
                                                                                                                             -----
End of the Period Principal Receivables (12/31/97):                                                              $9,577,202,207.76
                                                                                                                 -----------------
End of the Period Finance Charge Receivables (12/31/97):                                                            $90,437,281.56
                                                                                                                    --------------
End of the Period Discounted Receivables:                                                                                    $0.00
                                                                                                                             -----
End of the Period Premium Receivables:                                                                                       $0.00
                                                                                                                             -----
End of the Period Total Receivables (12/31/97):                                                                  $9,667,639,489.32
                                                                                                                 -----------------


Special Funding Account Balance                                                                                              $0.00
                                                                                                                             -----
Aggregate Invested Amount (all Master Trust Series)                                                              $7,500,000,000.00
                                                                                                                 -----------------

End of the Period Transferor Amount (12/31/97)                                                                     $207,720,220.78
                                                                                                                   ---------------


DELINQUENCIES AND LOSSES ---

                                                                                                         RECEIVABLES
                                                                                                         -----------
End of the Period Delinquencies: (12/31/97)
   31-60 Days Delinquent                                                                                           $106,718,349.83
                                                                                                                   ---------------
   61-90 Days Delinquent                                                                                            $66,032,106.18
                                                                                                                    --------------
   91+ Days Delinquent                                                                                             $118,216,718.59
                                                                                                                   ---------------

   Total 31+ Days Delinquent                                                                                       $290,967,174.60
                                                                                                                   ---------------

Defaulted Accounts During the Period (01/01/97-12/31/97)                                                           $536,946,022.60
                                                                                                                   ---------------

</TABLE>



                                       4
<PAGE>   5



<TABLE>
<S>                                                                                        <C>                   <C>
INVESTED AMOUNTS ---

Class A Initial Invested Amount                                                                $675,000,000
                                                                                               ------------
Class B Initial Invested Amount                                                                 $35,625,000
                                                                                                -----------
Collateral Initial Invested Amount                                                              $39,375,000
                                                                                                -----------
INITIAL INVESTED AMOUNT                                                                                               $750,000,000
                                                                                                                      ------------

Class A Invested Amount                                                                     $675,000,000.00
                                                                                            ---------------
Class B Invested Amount                                                                      $35,625,000.00
                                                                                             --------------
Collateral Invested Amount                                                                   $39,375,000.00
                                                                                             --------------
INVESTED AMOUNT                                                                                                       $750,000,000
                                                                                                                      ------------


Class A Adjusted Invested Amount                                                            $675,000,000.00
                                                                                            ---------------
Class B Adjusted Invested Amount                                                             $35,625,000.00
                                                                                             --------------
Collateral Invested Amount                                                                   $39,375,000.00
                                                                                             --------------
ADJUSTED INVESTED AMOUNT                                                                                              $750,000,000
                                                                                                                      ------------


ANNUAL SERVICING FEE                                                                                                $15,000,000.00
                                                                                                                    --------------


INVESTOR DEFAULT AMOUNT                                                                                             $44,701,126.03
                                                                                                                    --------------

GROUP II INFORMATION

WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES                                                                              5.96%
IN GROUP II                                                                                                                   -----


GROUP II INVESTOR FINANCE CHARGE COLLECTIONS                                                                       $131,373,432.68
                                                                                                                   ---------------
GROUP II INVESTOR ADDITIONAL AMOUNTS                                                                                         $0.00
                                                                                                                             -----
GROUP II INVESTOR DEFAULT AMOUNT                                                                                    $44,701,126.03
                                                                                                                    --------------
GROUP II INVESTOR ANNUAL FEES                                                                                       $15,000,000.00
                                                                                                                    --------------
GROUP II INVESTOR ANNUAL INTEREST                                                                                   $44,732,046.93
                                                                                                                    --------------


SERIES 1995-2 INFORMATION

SERIES 1995-2 ALLOCATION PERCENTAGE                                                                                          10.51%
                                                                                                                             ------
SERIES 1995-2 ALLOCABLE FINANCE CHARGE                                                                             $159,485,255.44
                                                                                                                   ---------------

COLLECTIONS

SERIES 1995-2 ADDITIONAL AMOUNTS                                                                                             $0.00
                                                                                                                             -----
SERIES 1995-2 ALLOCABLE DEFAULTED AMOUNT                                                                            $56,513,264.44
                                                                                                                    --------------
SERIES 1995-2 ANNUAL FEES                                                                                           $15,000,000.00
                                                                                                                    --------------
SERIES 1995-2 ALLOCABLE PRINCIPAL COLLECTIONS                                                                    $1,983,214,806.42
                                                                                                                 -----------------
SERIES 1995-2 REQUIRED TRANSFEROR AMOUNT                                                                            $52,500,000.00
                                                                                                                    --------------
FLOATING ALLOCATION PERCENTAGE                                                                                               79.27%
                                                                                                                             ------

</TABLE>

                                       5
<PAGE>   6

<TABLE>
<S>                                                                                         <C>              <C>
INVESTOR FINANCE CHARGE COLLECTIONS                                                                                $126,315,106.47
                                                                                                                   ---------------
INVESTOR DEFAULT AMOUNT                                                                                             $44,701,126.03
                                                                                                                    --------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS                                                                    $131,373,432.38
                                                                                                                   ---------------
PRINCIPAL ALLOCATIONS PERCENTAGE                                                                                             79.27%
                                                                                                                             ------
AVAILABLE PRINCIPAL COLLECTIONS                                                                                  $1,569,349,897.37
                                                                                                                 -----------------


CLASS A  AVAILABLE FUNDS ---

CLASS A FLOATING PERCENTAGE                                                                                                  90.00%
                                                                                                                             ------

    Class A Floating Percentage of Reallocated                                              $118,634,556.88
    Investor Finance Charge Collections                                                     ---------------
                                       

    Other Amounts                                                                                     $0.00
                                                                                                      -----

TOTAL CLASS A AVAILABLE FUNDS                                                                                      $118,634,556.88
                                                                                                                   ---------------

   Class A Annual Interest                                                                   $40,162,500.00
                                                                                             --------------
   Class A Servicing Fee (if applicable)                                                              $0.00
                                                                                                      -----
   Class A Investor Default Amount                                                           $40,231,013.41
                                                                                             --------------
TOTAL CLASS A EXCESS SPREAD                                                                                         $38,241,043.47
                                                                                                                    --------------

CLASS A REQUIRED AMOUNT                                                                                                      $0.00
                                                                                                                             -----

CLASS B AVAILABLE FUNDS ---

CLASS B FLOATING PERCENTAGE                                                                                                   4.75%
                                                                                                                              -----

CLASS B AVAILABLE FUNDS                                                                                              $6,240,238.03
                                                                                                                     -------------

   Class B Annual Interest                                                                    $2,173,125.00
                                                                                              -------------
   Class B Servicing Fee (if applicable)                                                              $0.00
                                                                                                      -----

TOTAL CLASS B EXCESS SPREAD                                                                                          $4,067,113.03
                                                                                                                     -------------
COLLATERAL AVAILABLE FUNDS --

COLLATERAL FLOATING PERCENTAGE                                                                                                5.25%
                                                                                                                              -----

COLLATERAL AVAILABLE FUNDS                                                                                           $6,897,105.21
                                                                                                                     -------------
   Collateral Interest Servicing Fee (if  applicable)                                                                        $0.00
                                                                                                                             -----
TOTAL COLLATERAL EXCESS SPREAD                                                                                       $6,897,105.21
                                                                                                                     -------------
EXCESS SPREAD ---

TOTAL EXCESS SPREAD                                                                                                 $49,205,261.71
                                                                                                                    --------------

</TABLE>

                                       6
<PAGE>   7

<TABLE>
<S>                                                                                                          <C>
Excess Spread Applied to Class A Required Amount                                                                             $0.00
                                                                                                                             -----
Excess Spread Applied to Class A Investor Chargeoffs                                                                         $0.00
                                                                                                                             -----

Excess Spread Applied to Class B Required Amount                                                                     $2,123,303.49
                                                                                                                     -------------
Excess Spread Applied to Reductions of Class B                                                                               $0.00
Invested Amount pursuant to clauses (c), (d) and (e)                                                                         -----

Excess Spread Applied to Collateral Annual                                                                           $2,396,421.93
Interest                                                                                                             -------------

Excess Spread Applied to Unpaid Annual                                                                              $15,000,000.00
Servicing Fee                                                                                                       --------------

Excess Spread Applied Collateral Default Amount                                                                      $2,346,809.11
                                                                                                                     -------------
Excess Spread Applied to Reductions of                                                                                       $0.00
Collateral Invested Amount Pursuant to Clauses                                                                               -----
(c), (d) and (e)

Excess Spread Applied to Reserve Account                                                                                     $0.00
                                                                                                                             -----
Excess Spread Applied to Other Amounts Owed to                                                                               $0.00
Collateral Interest Holder                                                                                                   -----


TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES                                                                                  $27,338,727.19
                                                                                                                    --------------

EXCESS FINANCE CHARGES COLLECTIONS

TOTAL EXCESS FINANCE CHARGE COLLECTIONS                                                                            $200,197,581.43
FOR ALL ALLOCATION SERIES                                                                                          ---------------

SERIES 1995-2 EXCESS FINANCE CHARGE COLLECTIONS ---

EXCESS FINANCE CHARGE COLLECTIONS                                                                                            $0.00
ALLOCATED TO SERIES 1995-2                                                                                                   -----


Excess Finance Charge Collections Applied to                                                                                 $0.00
Class A Required Amount                                                                                                      -----
                       
Excess Finance Charge Collections Applied to                                                                                 $0.00
Class A Investor Charge Offs                                                                                                 -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Class B Required Amount                                                                                                      -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Reductions of Class B Invested Amount Pursuant                                                                               -----
to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                                                                 $0.00
Collateral Annual Interest                                                                                                   -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Unpaid Annual Servicing Fee                                                                                                  -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Collateral Default Amount                                                                                                    -----


</TABLE>



                                       7
<PAGE>   8

<TABLE>
<S>                                                                                       <C>                <C>
Excess Finance Charge Collections Applied to                                                                                 $0.00
Reductions of Collateral Invested Amount                                                                                     -----
Pursuant to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                                                                 $0.00
Reserve Account                                                                                                              -----

Excess Finance Charge Collections Applied to                                                                                 $0.00
Other Amounts Owed to Collateral Interest Holder                                                                             -----
                                                
YIELD, BASE, AND EXCESS SPREAD RATE---

AVERAGE BASE RATE FOR THE PERIOD                                                                                              7.97%
                                                                                                                              -----

AVERAGE SERIES ADJUSTED PORTFOLIO                                                                                            11.61%
YIELD FOR THE PERIOD                                                                                                         ------

AVERAGE EXCESS SPREAD RATE FOR THE PERIOD                                                                                     3.64%
                                                                                                                              -----
PRINCIPAL COLLECTIONS---

CLASS A PRINCIPAL PERCENTAGE                                                                                                 90.00%
                                                                                                                             ------
   Class A Principal Collections                                                          $1,412,414,907.65
                                                                                          -----------------
CLASS B PRINCIPAL PERCENTAGE                                                                                                  4.75%
                                                                                                                              -----
   Class B Principal Collections                                                             $74,544,120.12
                                                                                             --------------
COLLATERAL PRINCIPAL PERCENTAGE                                                                                               5.25%
                                                                                                                              -----
   Collateral Principal Collections                                                          $82,390,869.61
                                                                                             --------------

AVAILABLE PRINCIPAL COLLECTIONS                                                           $1,569,349,897.38
                                                                                          -----------------
REALLOCATED PRINCIPAL COLLECTIONS                                                                                            $0.00
                                                                                                                             -----

SERIES 1995-2 PRINCIPAL SHORTFALL                                                                                            $0.00
                                                                                                                             -----

SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER                                                                            $0.00
PRINCIPAL SHARING SERIES                                                                                                     -----

</TABLE>

                                       8
<PAGE>   9

<TABLE>
<S>                                                                                       <C>                <C>
ACCUMULATION ---

Controlled Accumulation Amount                                                                        $0.00
                                                                                                      -----
Deficit Controlled Accumulation Amount                                                                $0.00
                                                                                                      -----
CONTROLLED DEPOSIT AMOUNT                                                                                                    $0.00
                                                                                                                             -----

PRINCIPAL FUNDING ACCOUNT BALANCE                                                                                            $0.00
                                                                                                                             -----

SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER                                                                  $1,614,051,023.40
PRINCIPAL SHARING SERIES                                                                                         -----------------


INVESTOR CHARGE OFFS AND REIMBURSEMENTS--

CLASS A INVESTOR CHARGE OFFS                                                                                                 $0.00
                                                                                                                             -----
REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN                                                                            $0.00
BY PRINCIPAL PAYMENTS)                                                                                                       -----

REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER                                                                              $0.00
THAN BY PRINCIPAL PAYMENTS)                                                                                                  -----

PREVIOUS CLASS A CHARGE OFFS REIMBURSED                                                                                      $0.00
                                                                                                                             -----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS                                                                                  $0.00
REIMBURSED                                                                                                                   -----


PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS                                                                               $0.00
REIMBURSED                                                                                                                   -----

</TABLE>

                                       AT&T UNIVERSAL CARD SERVICES CORP.,
                                       as Servicer

                                       By:  ____/s/Tom Donahue
                                            Name:  Tom Donahue
                                            Title:  Servicing Officer



                                       9


<PAGE>   1
                                                                    EXHIBIT 99.3

                        AT&T UNIVERSAL CARD MASTER TRUST
                                ANNUAL STATEMENT
                                 SERIES 1995-3
                    FOR THE PERIOD ENDING DECEMBER 31, 1997

     Pursuant to the Pooling and Servicing Agreement dated as of August 1, 1995
(hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
AT&T Universal Card Services Corp. ("UCS") as Servicer, AT&T Universal Funding
Corp. ("Funding"), as Transferor, and Bankers Trust Company, as trustee (the
'Trustee'), as supplemented by the Series 1995-3  Supplement dated as of
11/15/95 (the "Supplement") among UCS, Funding" and the Trustee, as Servicer is
required to prepare certain information each month regarding current
distributions to the Series 1995-3  Certificateholders and the performance of
the AT&T Universal Card Master Trust (the "Trust") during the year. The
information which is required to be prepared with respect to the performance of
the Trust during the period of 01/01/97 - 12/31/97 is set forth below.  Certain
of the information is presented on the basis of an original principal amount of
$1,000 per Series 1995-3 Certificate (a "Certificate").  Certain other
information is presented based on the aggregate amounts for the Trust as a
whole.  Capitalized terms used in this Annual Statement have their respective
meanings set forth in the Pooling and Servicing Agreement and the Supplement.

<TABLE>
 <S>                                                                                <C>
 A)  Information regarding distribution in
     respect of the Class A Certificates
     per $1,000 original certificate
     principal amount.

     (1)        The total amount of the
     distribution in respect of Class A
     Certificates, per $1,000 original
     certificate principal amount                                                   $60.51828918
                                                                                    ------------
     (2)        The amount of the distribution
     set forth in paragraph 1 above in
     respect of interest on the Class A
     Certificates, per $1,000 original
     certificate principal amount                                                   $60.51828918
                                                                                    ------------
     (3)        The amount of the distribution
     set forth in paragraph 1 above in
     respect of principal of the Class A
     Certificates, per $1,000 original
     certificate principal amount                                                          $0.00
                                                                                           -----

</TABLE>


                                       1

<PAGE>   2

<TABLE>
<S>                                                                                 <C>
 B)  Class A Investor Charge Offs and
     Reimbursement of Charge Offs
     (1)        The amount of Class A Investor
     Charge Offs                                                                           $0.00
                                                                                           -----
     (2)        The amount of Class A Investors                                                 
     Charge Offs set forth in paragraph 1
     above, per $1,000 original certificate
     principal amount                                                                      $0.00
                                                                                           -----
     (3)        The total amount reimbursed in
     respect of Class A Investor Charge
     Offs                                                                                  $0.00
                                                                                           -----
     (4)        The amount set forth in paragraph
     3 above, per $1,000 original
     certificate principal amount                                                          $0.00
                                                                                           -----
     (5)        The amount, if any, by which the
     outstanding principal balance of the
     Class A Certificates exceeds the Class
     A Invested Amount after giving effect
     to all transactions on such
     Distribution Date                                                                     $0.00
                                                                                           -----

 C)  Information regarding distributions in
     respect of the Class B Certificates,
     per $1,000 original certificate
     principal amount
     (1)        The total amount of the
     distribution in respect of Class B
     Certificates, per $1,000 original
     certificate principal amount                                                   $61.64273400
                                                                                    ------------
     (2)        The amount of the distribution
     set forth in paragraph 1 above in
     respect of interest on the Class B
     Certificates, per $1,000 original
     certificate principal amount                                                   $61.64273400
                                                                                    ------------
     (3)        The amount of the distribution
     set forth in paragraph 1 above in
     respect of principal of the Class B
     Certificates, per $1,000 original
     certificate principal amount                                                          $0.00
                                                                                           -----
 D)  Amount of reductions in Class B
     Invested Amount pursuant to clauses
     (c), (d), and (e) of the definition of
     Class B Invested Amount
     (1)        The amount of reductions in Class
     B Invested Amount pursuant to clauses
     (c), (d), and (e) of the definition of
     Class B Invested Amount                                                               $0.00
                                                                                           -----
</TABLE>


                                       2
<PAGE>   3
<TABLE>
 <S>                                                                               <C>
     (2)        The amount of reductions in
     the Class B Invested Amount set forth
     in paragraph 1 above, per $1,000
     original certificate principal amount                                                 $0.00
                                                                                           -----
     (3)        The total amount reimbursed in
     respect of such reductions in the
     Class B Invested Amount                                                               $0.00
                                                                                           -----
     (4)        The amount set forth in paragraph
     3 above, per $1,000 original
     certificate principal amount                                                          $0.00
                                                                                           -----
     (5)        The amount, if any, by which the
     outstanding principal balance of the
     Class B Certificates exceeds the Class
     B Invested Amount after giving effect
     to all transactions on such
     Distribution Date                                                                     $0.00
                                                                                           -----

E)   Information regarding certain
     distributions to the Collateral
     Interest Holder
     (1)        The amount distributed to the
     Collateral Interest Holder in respect
     of interest on the Collateral Invested
     Amount                                                                        $3,203,546.30
                                                                                   -------------
     (2)        The amount distributed to the
     Collateral Interest Holder in respect
     of principal on the Collateral
     Invested Amount                                                                       $0.00
                                                                                           -----

 F)  Amount of reductions in Collateral
     Invested Amount pursuant to clauses
     (c), (d), and (e) of the definition of
     Collateral Invested Amount
     (1)        The amount of reductions in the
     Collateral Invested Amount pursuant to
     clauses (c), (d), and (e) of the
     definition of Collateral Invested
     Amount                                                                                $0.00
                                                                                           -----
     (2)        The total amount reimbursed in
     respect of such reductions in the
     Collateral Invested Amount                                                            $0.00
                                                                                           -----
</TABLE>
                AT&T UNIVERSAL CARD SERVICES CORP.,
                   Servicer

                By _/s/Tom Donahue
                   Name:  Tom Donahue
                   Title:  Servicing Officer

                                       3
<PAGE>   4
<TABLE>
<S>                                                                       <C>
RECEIVABLES  ---

Beginning of the Period Principal Receivables (01/01/97):                      $8,580,178,226.45
                                                                               -----------------
Beginning of the Period Finance Charge Receivables (01/01/97):                    $81,173,556.87
                                                                                  --------------
Beginning of the Period Discounted Receivables:                                            $0.00
                                                                                           -----
Beginning of the Period Premium Receivables:                                               $0.00
                                                                                           -----
Beginning of the Period Total Receivables (01/01/97):                          $8,661,351,783.32
                                                                               -----------------


Removed Principal Receivables:                                                             $0.00
                                                                                           -----
Removed Finance Charge Receivables:                                                        $0.00
                                                                                           -----
Removed Total Receivables:                                                                 $0.00
                                                                                           -----


Additional Principal Receivables: (4/97)                                       $1,125,269,096.66
                                                                               -----------------
Additional Finance Charge Receivables: (4/97)                                     $10,090,419.65
                                                                                  --------------
Additional Total Receivables:                                                  $1,135,359,516.31
                                                                               -----------------


Discounted Receivables Generated this Period:                                              $0.00
                                                                                           -----
Premium Receivables Generated this Period:                                                 $0.00
                                                                                           -----
End of the Period Principal Receivables (12/31/97):                            $9,577,202,207.76
                                                                               -----------------
End of the Period Finance Charge Receivables (12/31/97):                          $90,437,281.56
                                                                                  --------------
End of the Period Discounted Receivables:                                                  $0.00
                                                                                           -----
End of the Period Premium Receivables:                                                     $0.00
                                                                                           -----
End of the Period Total Receivables (12/31/97):                                $9,667,639,489.32
                                                                               -----------------


Special Funding Account Balance                                                            $0.00
                                                                                           -----
Aggregate Invested Amount (all Master Trust Series)                            $7,500,000,000.00
                                                                               -----------------

End of the Period Transferor Amount                                              $207,720,220.78
                                                                                 ---------------

DELINQUENCIES AND LOSSES ---
                                                                          RECEIVABLES
End of the Period Delinquencies:
   31-60 Days Delinquent                                                         $106,718,349.83
                                                                                 ---------------
   61-90 Days Delinquent                                                          $66,032,106.18
                                                                                  --------------
   91+ Days Delinquent                                                           $118,216,718.59
                                                                                 ---------------

   Total 31+ Days Delinquent                                                     $290,967,174.60
                                                                                 ---------------

Defaulted Accounts During the Period                                             $536,946,022.60
                                                                                 ---------------
</TABLE>
                                       4
<PAGE>   5
<TABLE>
<S>                                                          <C>               <C>
INVESTED AMOUNTS ---

Class A Initial Invested Amount                              $652,500,000
                                                             ------------
Class B Initial Invested Amount                               $45,000,000
                                                              -----------
Collateral Initial Invested Amount                            $52,500,000
                                                              -----------
INITIAL INVESTED AMOUNT                                                             $750,000,000
                                                                                    ------------
Class A Invested Amount                                      $652,500,000
                                                             ------------
Class B Invested Amount                                       $45,000,000
                                                              -----------
Collateral Invested Amount                                    $52,500,000
                                                              -----------
INVESTED AMOUNT                                                                     $750,000,000
                                                                                    ------------

Class A Adjusted Invested Amount                             $652,500,000
                                                             ------------
Class B Adjusted Invested Amount                              $45,000,000
                                                              -----------
Collateral Invested Amount                                    $52,500,000
                                                              -----------
ADJUSTED INVESTED AMOUNT                                                            $750,000,000
                                                                                    ------------


ANNUAL SERVICING FEE                                                              $15,000,000.00
                                                                                  --------------


INVESTOR DEFAULT AMOUNT                                                           $44,701,126.03
                                                                                  --------------


GROUP 1 INFORMATION


WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES                                            5.85%
                                                                                            -----
IN GROUP 1

GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS                                      $949,145,541.16
                                                                                 ---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS                                                        $0.00
                                                                                           -----
GROUP 1 INVESTOR DEFAULT AMOUNT                                                  $321,190,204.03
                                                                                 ---------------
GROUP 1 INVESTOR ANNUAL FEES                                                     $107,580,644.66
                                                                                 ---------------
GROUP 1 INVESTOR ANNUAL INTEREST                                                 $325,134,771.77
                                                                                 ---------------

SERIES 1995-3  INFORMATION
SERIES 1995-3  ALLOCATION PERCENTAGE                                                       10.51%
                                                                                           ------
SERIES 1995-3  ALLOCABLE FINANCE CHARGE                                          $159,485,255.44
                                                                                 ---------------
COLLECTIONS
SERIES 1995-3  ADDITIONAL AMOUNTS                                                          $0.00
                                                                                           -----
SERIES 1995-3  ALLOCABLE DEFAULTED AMOUNT                                         $56,513,264.44
                                                                                  --------------
SERIES 1995-3  ANNUAL FEES                                                        $15,000,000.00
                                                                                  --------------
SERIES 1995-3  ALLOCABLE PRINCIPAL COLLECTIONS                                 $1,983,214,806.42
                                                                               -----------------
SERIES 1995-3  REQUIRED TRANSFEROR AMOUNT                                         $52,500,000.00
                                                                                  --------------
FLOATING ALLOCATION PERCENTAGE                                                             79.27%
                                                                                           ------
</TABLE>

                                       5
<PAGE>   6
<TABLE>
<S>                                                       <C>                  <C>
INVESTOR FINANCE CHARGE COLLECTIONS                                              $126,315,106.47
                                                                                 ---------------
INVESTOR DEFAULT AMOUNT                                                           $44,701,126.03
                                                                                  --------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS                                  $131,999,737.16
                                                                                 ---------------
PRINCIPAL ALLOCATIONS PERCENTAGE                                                           79.27%
                                                                                           ------
AVAILABLE PRINCIPAL COLLECTIONS                                                $1,569,349,897.37
                                                                               -----------------


CLASS A  AVAILABLE FUNDS ---

CLASS A FLOATING PERCENTAGE                                                                87.00%
                                                                                           ------
    Class A Floating Percentage of Reallocated            $115,307,292.30
                                                          ---------------
    Investor Finance Charge Collections
    Other Amounts                                                   $0.00
                                                                    -----
TOTAL CLASS A AVAILABLE FUNDS                                                    $115,307,292.30
                                                                                 ---------------
   Class A Annual Interest                                 $39,488,183.69
                                                           --------------
   Class A Servicing Fee (if applicable)                            $0.00
                                                                    -----
   Class A Investor Default Amount                         $38,889,979.63
                                                           --------------
TOTAL CLASS A EXCESS SPREAD                                                       $36,929,128.97
                                                                                  --------------

CLASS A REQUIRED AMOUNT                                                                    $0.00
                                                                                           -----
CLASS B AVAILABLE FUNDS ---

CLASS B FLOATING PERCENTAGE                                                                 6.00%
                                                                                            -----

CLASS B AVAILABLE FUNDS                                                            $7,919,984.22
                                                                                   -------------


   Class B Annual Interest                                  $2,773,923.03
                                                            -------------
   Class B Servicing Fee (if applicable)                            $0.00
                                                                    -----
TOTAL CLASS B EXCESS SPREAD                                                        $5,146,061.21
                                                                                   -------------
COLLATERAL AVAILABLE FUNDS --

COLLATERAL FLOATING PERCENTAGE                                                              7.00%
                                                                                            -----

COLLATERAL AVAILABLE FUNDS                                                         $9,239,981.61
                                                                                   -------------
   Collateral Interest Servicing Fee (if applicable)                                       $0.00
                                                                                           -----
TOTAL COLLATERAL EXCESS SPREAD                                                     $9,239,981.61
                                                                                   -------------
EXCESS SPREAD ---

TOTAL EXCESS SPREAD                                                               $51,315,171.79
                                                                                  --------------
</TABLE>
                                       6
<PAGE>   7
<TABLE>
<S>                                                                              <C>
Excess Spread Applied to Class A Required Amount                                           $0.00
                                                                                           -----
Excess Spread Applied to Class A Investor Charge                                           $0.00
Offs                                                                                       -----

Excess Spread Applied to Class B Required Amount                                   $2,682,067.55
                                                                                   -------------
Excess Spread Applied to Reductions of Class B                                             $0.00
                                                                                           -----
Invested Amount pursuant to clauses (c), (d) and (e)

Excess Spread Applied to Collateral Annual                                         $3,203,546.30
                                                                                   -------------
Interest
Excess Spread Applied to Unpaid Annual                                            $15,000,000.00
                                                                                  --------------
Servicing Fee
Excess Spread Applied Collateral Default Amount                                    $3,129,078.81
                                                                                   -------------
Excess Spread Applied to Reductions of                                                     $0.00
Collateral Invested Amount Pursuant to Clauses                                             -----
(c), (d) and (e)
Excess Spread Applied to Reserve Account                                                   $0.00
                                                                                           -----
Excess Spread Applied to Other Amounts Owed to                                             $0.00
                                                                                           -----
Collateral Interest Holder


TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES                                                $27,300,479.15
                                                                                  --------------
EXCESS FINANCE CHARGES COLLECTIONS

TOTAL EXCESS FINANCE CHARGE COLLECTIONS                                          $200,197,581.43
FOR ALL ALLOCATION SERIES                                                        ---------------
                         
SERIES 1995-3  EXCESS FINANCE CHARGE COLLECTIONS ---

EXCESS FINANCE CHARGE COLLECTIONS                                                          $0.00
ALLOCATED TO SERIES 1995-3                                                                 -----

Excess Finance Charge Collections Applied to                                               $0.00
Class A Required Amount                                                                    -----

Excess Finance Charge Collections Applied to                                               $0.00
Class A Investor Charge Offs                                                               -----

Excess Finance Charge Collections Applied to                                               $0.00
Class B Required Amount                                                                    -----

Excess Finance Charge Collections Applied to                                               $0.00
Reductions of Class B Invested Amount Pursuant                                             -----
to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                               $0.00
Collateral Annual Interest                                                                 -----

Excess Finance Charge Collections Applied to                                               $0.00
Unpaid Annual Servicing Fee                                                                -----

Excess Finance Charge Collections Applied to                                               $0.00
Collateral Default Amount                                                                  -----
</TABLE>


                                       7
<PAGE>   8
<TABLE>
<S>                                                     <C>                                <C>
Excess Finance Charge Collections Applied to                                               $0.00
Reductions of Collateral Invested Amount                                                   -----
Pursuant to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                               $0.00
Reserve Account                                                                            -----

Excess Finance Charge Collections Applied to                                               $0.00
Other Amounts Owed to Collateral Interest Holder                                           -----

YIELD, BASE, AND EXCESS SPREAD RATE---

AVERAGE BASE RATE FOR THE PERIOD                                                            8.06%
                                                                                            -----

AVERAGE SERIES ADJUSTED PORTFOLIO                                                          11.70%
                                                                                           ------
YIELD FOR THE PERIOD

AVERAGE EXCESS SPREAD RATE FOR THE PERIOD                                                   3.64%
                                                                                            -----
PRINCIPAL COLLECTIONS---

CLASS A PRINCIPAL PERCENTAGE                                                               87.00%
                                                                                           ------

   Class A Principal Collections                        $1,365,334,410.72
                                                        -----------------

CLASS B PRINCIPAL PERCENTAGE                                                                6.00%
                                                                                            -----

   Class B Principal Collections                           $94,160,993.85
                                                           --------------

COLLATERAL PRINCIPAL PERCENTAGE                                                             7.00%
                                                                                            -----

   Collateral Principal Collections                       $109,854,492.82
                                                          ---------------

AVAILABLE PRINCIPAL COLLECTIONS                         $1,569,349,897.39
                                                        -----------------
REALLOCATED PRINCIPAL COLLECTIONS                                                          $0.00
                                                                                           -----

SERIES 1995-3  PRINCIPAL SHORTFALL                                                         $0.00
                                                                                           -----

SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER                                          $0.00
PRINCIPAL SHARING SERIES                                                                   -----

</TABLE>
                                       8
<PAGE>   9
<TABLE>
<S>                                                                 <C>        <C>
ACCUMULATION ---

Controlled Accumulation Amount                                      $0.00
                                                                    -----
Deficit Controlled Accumulation Amount                              $0.00
                                                                    -----
CONTROLLED DEPOSIT AMOUNT                                                                  $0.00
                                                                                           -----

PRINCIPAL FUNDING ACCOUNT BALANCE                                                          $0.00
                                                                                           -----

SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER                                $1,614,051,023.40
PRINCIPAL SHARING SERIES                                                       -----------------

INVESTOR CHARGE OFFS AND REIMBURSEMENTS--

CLASS A INVESTOR CHARGE OFFS                                                               $0.00
                                                                                           -----
REDUCTIONS IN CLASS B INVESTED AMOUNT  (OTHER THAN                                         $0.00
                                                                                           -----
BY PRINCIPAL PAYMENTS)
REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER                                            $0.00
                                                                                           -----
THAN BY PRINCIPAL PAYMENTS)

PREVIOUS CLASS A CHARGE OFFS REIMBURSED                                                    $0.00
                                                                                           -----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS                                                $0.00
REIMBURSED                                                                                 -----

PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS                                             $0.00
REIMBURSED                                                                                 -----
</TABLE>

                AT&T UNIVERSAL CARD SERVICES CORP.,
                as Servicer


                By:  ____/s/ Tom Donahue
                     Name:  Tom Donahue
                     Title:  Servicing Officer


                                       9

<PAGE>   1
                                                                    EXHIBIT 99.4

                        AT&T UNIVERSAL CARD MASTER TRUST
                                ANNUAL STATEMENT
                                 SERIES 1996-1
                    FOR THE PERIOD ENDING DECEMBER 31, 1997

     Pursuant to the Pooling and Servicing Agreement dated as of August 1, 1995
(hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
AT&T Universal Card Services Corp. ("UCS") as Servicer, AT&T Universal Funding
Corp. ("Funding"), as Transferor, and Bankers Trust Company, as trustee (the
'Trustee'), as supplemented by the Series 1996-1 Supplement dated as of
04/30/96 (the "Supplement") among UCS, Funding" and the Trustee, as Servicer is
required to prepare certain information each Period regarding current
distributions to the Series 1996-1 Certificateholders and the performance of
the AT&T Universal Card Master Trust (the "Trust") during the year. The
information which is required to be prepared with respect to the performance of
the Trust during the period of 01/01/97 - 12/31/97 is set forth below.  Certain
of the information is presented on the basis of an original principal amount of
$1,000 per Series 1996-1 Certificate (a "Certificate").  Certain other
information is presented based on the aggregate amounts for the Trust as a
whole.  Capitalized terms used in this Annual Statement have their respective
meanings set forth in the Pooling and Servicing Agreement and the Supplement.

<TABLE>
 <S>                                                                               <C>
 A)  Information regarding distribution in
     respect of the Class A Certificates
     per $1,000 original certificate
     principal amount.

     (1)       The total amount of the
     distribution in respect of Class A
     Certificates, per $1,000 original
     certificate principal amount                                                  $59.85384472
                                                                                   ------------
     (2)       The amount of the distribution
     set forth in paragraph 1 above in
     respect of interest on the Class A
     Certificates, per $1,000 original
     certificate principal amount                                                  $59.85384472
                                                                                   ------------
     (3)       The amount of the distribution
     set forth in paragraph 1 above in
     respect of principal of the Class A
     Certificates, per $1,000 original
     certificate principal amount                                                         $0.00
                                                                                          -----
</TABLE>

                                       1


<PAGE>   2
<TABLE>
 <S>                                                                                <C>
 B)  Class A Investor Charge Offs and
     Reimbursement of Charge Offs
     (1)       The amount of Class A Investor
     Charge Offs                                                                          $0.00
                                                                                          -----
     (2)       The amount of Class A Investors                                            
     Charge Offs set forth in paragraph 1
     above, per $1,000 original certificate
     principal amount                                                                     $0.00
                                                                                          -----
     (3)       The total amount reimbursed in
     respect of Class A Investor Charge
     Offs                                                                                 $0.00
                                                                                          -----
     (4)       The amount set forth in paragraph
     3 above, per $1,000 original
     certificate principal amount                                                         $0.00
                                                                                          -----
     (5)       The amount, if any, by which the
     outstanding principal balance of the
     Class A Certificates exceeds the Class
     A Invested Amount after giving effect
     to all transactions on such
     Distribution Date                                                                    $0.00
                                                                                          -----

 C)  Information regarding distributions in
     respect of the Class B Certificates,
     per $1,000 original certificate
     principal amount
     (1)       The total amount of the
     distribution in respect of Class B
     Certificates, per $1,000 original
     certificate principal amount                                                   61.23384475
                                                                                    -----------
     (2)       The amount of the distribution
     set forth in paragraph 1 above in
     respect of interest on the Class B
     Certificates, per $1,000 original
     certificate principal amount                                                   61.23384475
                                                                                    -----------
     (3)       The amount of the distribution
     set forth in paragraph 1 above in
     respect of principal of the Class B
     Certificates, per $1,000 original
     certificate principal amount                                                         $0.00
                                                                                          -----

 D)  Amount of reductions in Class B
     Invested Amount pursuant to clauses
     (c), (d), and (e) of the definition of
     Class B Invested Amount
     (1)       The amount of reductions in Class
     B Invested Amount pursuant to clauses
     (c), (d), and (e) of the definition of
     Class B Invested Amount                                                              $0.00
                                                                                          -----
</TABLE>


                                       2
<PAGE>   3
<TABLE>
 <S>                                                                              <C>
     (2)       The amount of reductions in
     the Class B Invested Amount set forth
     in paragraph 1 above, per $1,000
     original certificate principal amount                                                $0.00
                                                                                          -----
     (3)       The total amount reimbursed in
     respect of such reductions in the
     Class B Invested Amount                                                              $0.00
                                                                                          -----
     (4)       The amount set forth in paragraph
     3 above, per $1,000 original
     certificate principal amount                                                         $0.00
                                                                                          -----
     (5)       The amount, if any, by which the
     outstanding principal balance of the
     Class B Certificates exceeds the Class
     B Invested Amount after giving effect
     to all transactions on such
     Distribution Date                                                                    $0.00
                                                                                          -----

E)   Information regarding certain
     distributions to the Collateral
     Interest Holder
     (1)       The amount distributed to the
     Collateral Interest Holder in respect
     of interest on the Collateral Invested
     Amount                                                                       $4,271,395.08
                                                                                  -------------
     (2)       The amount distributed to the
     Collateral Interest Holder in respect
     of principal on the Collateral
     Invested Amount                                                                      $0.00
                                                                                          -----

 F)  Amount of reductions in Collateral
     Invested Amount pursuant to clauses
     (c), (d), and (e) of the definition of
     Collateral Invested Amount
     (1)       The amount of reductions in the
     Collateral Invested Amount pursuant to
     clauses (c), (d), and (e) of the
     definition of Collateral Invested
     Amount                                                                               $0.00
                                                                                          -----
     (2)       The total amount reimbursed in
     respect of such reductions in the
     Collateral Invested Amount                                                           $0.00
                                                                                          -----
</TABLE>

               AT&T UNIVERSAL CARD SERVICES CORP.,
                  Servicer

               By __/s/Tom Donahue
                  Name:  Tom Donahue
                  Title:  Servicing Officer


                                       3
<PAGE>   4
<TABLE>
<S>                                                                      <C>
RECEIVABLES  ---

Beginning of the Period Principal Receivables (01/01/97):                     $8,580,178,226.45
                                                                              -----------------
Beginning of the Period Finance Charge Receivables (01/01/97):                   $81,173,556.87
                                                                                 --------------
Beginning of the Period Discounted Receivables:                                           $0.00
                                                                                          -----
Beginning of the Period Premium Receivables:                                              $0.00
                                                                                          -----
Beginning of the Period Total Receivables (01/01/97):                         $8,661,351,783.32
                                                                              -----------------

Removed Principal Recievables:                                                            $0.00
                                                                                          -----
Removed Finance Charge Receivables:                                                       $0.00
                                                                                          -----
Removed Total Receivables:                                                                $0.00
                                                                                          -----


Additional Principal Receivables:  (4/97)                                     $1,125,269,096.66
                                                                              -----------------
Additional Finance Charge Receivables: (6/96,8/96)                               $10,090,419.65
                                                                                 --------------
Additional Total Receivables:                                                 $1,135,359,516.31
                                                                              -----------------


Discounted Receivables Generated this Period:                                             $0.00
                                                                                          -----
Premium Receivables Generated this Period:                                                $0.00
                                                                                          -----
End of the Period Principal Receivables (12/31/97):                           $9,577,202,207.76
                                                                              -----------------
End of the Period Finance Charge Receivables (12/31/97):                         $90,437,281.56
                                                                                 --------------
End of the Period Discounted Receivables:                                                 $0.00
                                                                                          -----
End of the Period Premium Receivables:                                                    $0.00
                                                                                          -----
End of the Period Total Receivables (12/31/97):                               $9,667,639,489.32
                                                                              -----------------


Special Funding Account Balance                                                           $0.00
                                                                                          -----
Aggregate Invested Amount (all Master Trust Series)                           $6,500,000,000.00
                                                                              -----------------

End of the Period Transferor Amount (12/31/97)                                  $276,960,294.37
                                                                                ---------------

DELINQUENCIES AND LOSSES ---
                                                                         RECEIVABLES
                                                                         -----------
End of the Period Delinquencies:  (12/31/97)
   31-60 Days Delinquent                                                        $106,718,349.83
                                                                                ---------------
   61-90 Days Delinquent                                                         $66,032,106.18
                                                                                 --------------
   91+ Days Delinquent                                                          $118,216,718.59
                                                                                ---------------

   Total 31+ Days Delinquent                                                    $290,967,174.60
                                                                                ---------------

Defaulted Accounts During the Period: (1/1/97-12/31/97)                         $536,946,022.60
                                                                                ---------------
</TABLE>


                                       4
<PAGE>   5

<TABLE>
<S>                                                       <C>                 <C>
INVESTED AMOUNTS ---

Class A Initial Invested Amount                              $850,000,000
                                                             ------------
Class B Initial Invested Amount                               $80,000,000
                                                              -----------
Collateral Initial Invested Amount                            $70,000,000
                                                              -----------
INITIAL INVESTED AMOUNT                                                          $1,000,000,000
                                                                                 --------------

Class A Invested Amount                                   $850,000,000.00
                                                          ---------------
Class B Invested Amount                                    $80,000,000.00
                                                           --------------
Collateral Invested Amount                                 $70,000,000.00
                                                           --------------
INVESTED AMOUNT                                                                  $1,000,000,000
                                                                                 --------------


Class A Adjusted Invested Amount                          $850,000,000.00
                                                          ---------------
Class B Adjusted Invested Amount                           $80,000,000.00
                                                           --------------
Collateral Invested Amount                                 $70,000,000.00
                                                           --------------
ADJUSTED INVESTED AMOUNT                                                         $1,000,000,000
                                                                                 --------------


ANNUAL SERVICING FEE                                                             $20,000,000.04
                                                                                 --------------


INVESTOR DEFAULT AMOUNT                                                          $59,601,501.33
                                                                                 --------------


GROUP 1 INFORMATION


WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES                                           5.85%
IN GROUP 1                                                                                 -----


GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS                                     $949,145,541.16
                                                                                ---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS                                                       $0.00
                                                                                          -----
GROUP 1 INVESTOR DEFAULT AMOUNT                                                 $321,190,204.03
                                                                                ---------------
GROUP 1 INVESTOR ANNUAL FEES                                                    $107,580,644.66
                                                                                ---------------
GROUP 1 INVESTOR ANNUAL INTEREST                                                $325,134,771.77
                                                                                ---------------


SERIES 1996-1 INFORMATION
SERIES 1996-1 ALLOCATION PERCENTAGE                                                       14.01%
                                                                                          ------
SERIES 1996-1 ALLOCABLE FINANCE CHARGE                                          $212,647,007.25
COLLECTIONS                                                                     ---------------

SERIES 1996-1 ADDITIONAL AMOUNTS                                                          $0.00
                                                                                          -----
SERIES 1996-1 ALLOCABLE DEFAULTED AMOUNT                                         $75,351,019.24
                                                                                 --------------
SERIES 1996-1 ANNUAL FEES                                                        $20,000,000.04
                                                                                 --------------
SERIES 1996-1 ALLOCABLE PRINCIPAL COLLECTIONS                                 $2,644,286,408.56
                                                                              -----------------
SERIES 1996-1 REQUIRED TRANSFEROR AMOUNT                                         $70,000,000.00
                                                                                 --------------
FLOATING ALLOCATION PERCENTAGE                                                            79.27%
                                                                                          ------
</TABLE>

                                       5
<PAGE>   6
<TABLE>
<S>                                                       <C>                 <C>
INVESTOR FINANCE CHARGE COLLECTIONS                                             $168,420,141.96
                                                                                ---------------
INVESTOR DEFAULT AMOUNT                                                          $59,601,501.33
                                                                                 --------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS                                 $175,424,649.72
                                                                                ---------------
PRINCIPAL ALLOCATIONS PERCENTAGE                                                          79.27%
                                                                                          ------
AVAILABLE PRINCIPAL COLLECTIONS                                               $2,092,466,529.83
                                                                              -----------------

CLASS A  AVAILABLE FUNDS ---

CLASS A FLOATING PERCENTAGE                                                               85.00%
                                                                                          ------

    Class A Floating Percentage of Reallocated            $149,732,184.72
                                                          ---------------
    Investor Finance Charge Collections
    Other Amounts                                                   $0.00
                                                                    -----
TOTAL CLASS A AVAILABLE FUNDS                                                   $149,732,184.72
                                                                                ---------------

   Class A Annual Interest                                 $50,875,768.01
                                                           --------------
   Class A Servicing Fee (if applicable)                            $0.00
                                                                    -----
   Class A Investor Default Amount                         $50,661,276.15
                                                           --------------
TOTAL CLASS A EXCESS SPREAD                                                      $48,195,140.56
                                                                                 --------------

CLASS A REQUIRED AMOUNT                                                                   $0.00
                                                                                          -----
CLASS B AVAILABLE FUNDS ---

CLASS B FLOATING PERCENTAGE                                                                8.00%
                                                                                           -----

CLASS B AVAILABLE FUNDS                                                          $14,033,971.99
                                                                                 --------------

   Class B Annual Interest                                  $4,898,707.58
                                                            -------------
   Class B Servicing Fee (if applicable)                            $0.00
                                                                    -----
TOTAL CLASS B EXCESS SPREAD                                                       $9,135,264.40
                                                                                  -------------

COLLATERAL AVAILABLE FUNDS --

COLLATERAL FLOATING PERCENTAGE                                                             7.00%
                                                                                           -----

COLLATERAL AVAILABLE FUNDS                                                       $12,279,725.49
                                                                                 --------------
   Collateral Interest Servicing Fee (if applicable)                                      $0.00
                                                                                          -----
TOTAL COLLATERAL EXCESS SPREAD                                                   $12,279,725.49
                                                                                 --------------
EXCESS SPREAD ---

TOTAL EXCESS SPREAD                                                              $69,610,130.45
                                                                                 --------------
</TABLE>


                                       6
<PAGE>   7
<TABLE>

<S>                                                                             <C>
Excess Spread Applied to Class A Required Amount                                          $0.00
                                                                                          -----
Excess Spread Applied to Class A Investor Charge                                          $0.00
Offs                                                                                      -----

Excess Spread Applied to Class B Required Amount                                  $2,682,067.55
                                                                                  -------------
Excess Spread Applied to Reductions of Class B                                            $0.00
Invested Amount pursuant to clauses (c), (d) and (e)                                      -----

Excess Spread Applied to Collateral Annual                                        $4,271,395.08
Interest                                                                          -------------

Excess Spread Applied to Unpaid Annual                                           $20,000,000.04
Servicing Fee                                                                    --------------

Excess Spread Applied Collateral Default Amount                                   $4,172,105.10
                                                                                  -------------
Excess Spread Applied to Reductions of                                                    $0.00
Collateral Invested Amount Pursuant to Clauses                                            -----
(c), (d) and (e)

Excess Spread Applied to Reserve Account                                                  $0.00
                                                                                          -----
Excess Spread Applied to Other Amounts Owed to                                            $0.00
Collateral Interest Holder                                                                -----

TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES                                               $36,398,510.17
                                                                                 --------------
EXCESS FINANCE CHARGES COLLECTIONS

TOTAL EXCESS FINANCE CHARGE COLLECTIONS                                         $200,197,581.43
FOR ALL ALLOCATION SERIES                                                       ---------------

SERIES 1996-1 EXCESS FINANCE CHARGE COLLECTIONS ---

EXCESS FINANCE CHARGE COLLECTIONS                                                         $0.00
ALLOCATED TO SERIES 1996-1                                                                -----


Excess Finance Charge Collections Applied to                                              $0.00
Class A Required Amount                                                                   -----

Excess Finance Charge Collections Applied to                                              $0.00
Class A Investor Charge Offs                                                              -----

Excess Finance Charge Collections Applied to                                              $0.00
Class B Required Amount                                                                   -----

Excess Finance Charge Collections Applied to                                              $0.00
Reductions of Class B Invested Amount Pursuant                                            -----
to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                              $0.00
Collateral Annual Interest                                                                -----

Excess Finance Charge Collections Applied to                                              $0.00
Unpaid Annual Servicing Fee                                                               -----

Excess Finance Charge Collections Applied to                                              $0.00
Collateral Default Amount                                                                 -----
</TABLE>

                                       7
<PAGE>   8
<TABLE>
<S>                                                     <C>                               <C>
Excess Finance Charge Collections Applied to                                              $0.00
Reductions of Collateral Invested Amount                                                  -----
Pursuant to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                              $0.00
Reserve Account                                                                           -----

Excess Finance Charge Collections Applied to                                              $0.00
Other Amounts Owed to Collateral Interest Holder                                          -----

YIELD, BASE, EXCESS SPREAD RATE---

AVERAGE BASE RATE FOR THE PERIOD                                                           8.00%
                                                                                           -----

AVERAGE SERIES ADJUSTED PORTFOLIO                                                         11.64%
YIELD FOR THE PERIOD                                                                      ------


AVERAGE EXCESS SPREAD RATE FOR THE PERIOD                                                  3.64%
                                                                                           -----
PRINCIPAL COLLECTIONS---

CLASS A PRINCIPAL PERCENTAGE                                                              85.00%
                                                                                          ------

   Class A Principal Collections                        $1,778,596,550.37
                                                        -----------------

CLASS B PRINCIPAL PERCENTAGE                                                               8.00%
                                                                                           -----

   Class B Principal Collections                          $167,397,322.40
                                                          ---------------

COLLATERAL PRINCIPAL PERCENTAGE                                                            7.00%
                                                                                           -----
   Collateral Principal Collections                       $146,472,657.07
                                                          ---------------

AVAILABLE PRINCIPAL COLLECTIONS                         $2,092,466,529.84
                                                        -----------------

REALLOCATED PRINCIPAL COLLECTIONS                                                         $0.00
                                                                                          -----

SERIES 1996-1 PRINCIPAL SHORTFALL                                                         $0.00
                                                                                          -----

SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER                                         $0.00
PRINCIPAL SHARING SERIES                                                                  -----
</TABLE>



                                       8
<PAGE>   9
<TABLE>
<S>                                                                 <C>       <C>
ACCUMULATION ---

Controlled Accumulation Amount                                      $0.00
                                                                    -----
Deficit Controlled Accumulation Amount                              $0.00
                                                                    -----
CONTROLLED DEPOSIT AMOUNT                                                                 $0.00
                                                                                          -----

PRINCIPAL FUNDING ACCOUNT BALANCE                                                         $0.00
                                                                                          -----

SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER                               $2,152,068,031.16
PRINCIPAL SHARING SERIES                                                      -----------------

INVESTOR CHARGE OFFS AND REIMBURSEMENTS--

CLASS A INVESTOR CHARGE OFFS                                                              $0.00
                                                                                          -----
REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN                                         $0.00
BY PRINCIPAL PAYMENTS)                                                                    -----

REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER                                           $0.00
THAN BY PRINCIPAL PAYMENTS)                                                               -----

PREVIOUS CLASS A CHARGE OFFS REIMBURSED                                                   $0.00
                                                                                          -----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS                                               $0.00
REIMBURSED                                                                                -----

PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS                                            $0.00
REIMBURSED                                                                                -----
</TABLE>

               AT&T UNIVERSAL CARD SERVICES CORP.,
               as Servicer


               By:  __/s/ Tom Donahue
                    Name:  Tom Donahue
                    Title:  Servicing Officer


                                       9

<PAGE>   1
                                                                    EXHIBIT 99.5


                        AT&T UNIVERSAL CARD MASTER TRUST
                                ANNUAL STATEMENT
                                  SERIES 1996-2
                     FOR THE PERIOD ENDING DECEMBER 31, 1997

           Pursuant to the Pooling and Servicing Agreement dated as of August 1,
1995 (hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
AT&T Universal Card Services Corp. ("UCS") as Servicer, AT&T Universal Funding
Corp. ("Funding"), as Transferor, and Bankers Trust Company, as trustee (the
'Trustee'), as supplemented by the Series 1996-2 Supplement dated as of 06/30/96
(the "Supplement") among UCS, Funding" and the Trustee, as Servicer is required
to prepare certain information each Period regarding current distributions to
the Series 1996-2 Certificateholders and the performance of the AT&T Universal
Card Master Trust (the "Trust") during the year. The information which is
required to be prepared with respect to the performance of the Trust during the
period of 01/01/97 - 12/31/97 is set forth below. Certain of the information is
presented on the basis of an original principal amount of $1,000 per Series
1996-2 Certificate (a "Certificate"). Certain other information is presented
based on the aggregate amounts for the Trust as a whole. Capitalized terms used
in this Annual Statement have their respective meanings set forth in the Pooling
and Servicing Agreement and the Supplement.

<TABLE>
<S>                                                                                  <C>
 A)           Information regarding distribution in
              respect of the Class A Certificates
              per $1,000 original certificate
              principal amount.

              (1)   The total amount of the
              distribution in respect of Class A
              Certificates, per $1,000 original
              certificate principal amount                                             $59.29162249
                                                                                       ------------
              (2)   The amount of the distribution
              set forth in paragraph 1 above in
              respect of interest on the Class A
              Certificates, per $1,000 original
              certificate principal amount                                             $59.29162249
                                                                                       ------------
              (3)   The amount of the distribution
              set forth in paragraph 1 above in
              respect of principal of the Class A
              Certificates, per $1,000 original
              certificate principal amount                                                    $0.00
                                                                                              -----
</TABLE>

                                       1


<PAGE>   2

<TABLE>
<S>                                                                                  <C>
 B)           Class A Investor Charge Offs and
              Reimbursement of Charge Offs
              (1)   The amount of Class A Investor
              Charge Offs                                                                     $0.00
                                                                                              -----
              (2)   The amount of Class A Investors
              Charge Offs set forth in paragraph 1
              above, per $1,000 original certificate
              principal amount                                                                $0.00
                                                                                              -----
              (3)   The total amount reimbursed in
              respect of Class A Investor Charge
              Offs                                                                            $0.00
                                                                                              -----
              (4)   The amount set forth in paragraph
              3 above, per $1,000 original
              certificate principal amount                                                    $0.00
                                                                                              -----
              (5)   The amount, if any, by which the
              outstanding principal balance of the
              Class A Certificates exceeds the Class
              A Invested Amount after giving effect
              to all transactions on such
              Distribution Date                                                               $0.00
                                                                                              -----

 C)           Information regarding distributions in
              respect of the Class B Certificates,
              per $1,000 original certificate
              principal amount
              (1)   The total amount of the
              distribution in respect of Class B
              Certificates, per $1,000 original
              certificate principal amount                                              60.72273350
                                                                                        -----------
              (2)   The amount of the distribution
              set forth in paragraph 1 above in
              respect of interest on the Class B
              Certificates, per $1,000 original
              certificate principal amount                                              60.72273350
                                                                                        -----------
              (3)   The amount of the distribution
              set forth in paragraph 1 above in
              respect of principal of the Class B
              Certificates, per $1,000 original
              certificate principal amount                                                    $0.00
                                                                                              -----

 D)           Amount of reductions in Class B
              Invested Amount pursuant to clauses
              (c), (d), and (e) of the definition of
              Class B Invested Amount
              (1)   The amount of reductions in Class
              B Invested Amount pursuant to clauses
              (c), (d), and (e) of the definition of
              Class B Invested Amount                                                         $0.00
                                                                                              -----
</TABLE>

                                       2
<PAGE>   3

<TABLE>
<S>                                                                                  <C>
              (2)   The amount of reductions in
              the Class B Invested Amount set forth
              in paragraph 1 above, per $1,000
              original certificate principal amount                                           $0.00
                                                                                              -----
              (3)   The total amount reimbursed in
              respect of such reductions in the
              Class B Invested Amount                                                         $0.00
                                                                                              -----
              (4)   The amount set forth in paragraph
              3 above, per $1,000 original
              certificate principal amount                                                    $0.00
                                                                                              -----
              (5)   The amount, if any, by which the
              outstanding principal balance of the
              Class B Certificates exceeds the Class
              B Invested Amount after giving effect
              to all transactions on such
              Distribution Date                                                               $0.00
                                                                                              -----

E)            Information regarding certain
              distributions to the Collateral
              Interest Holder
              (1)   The amount distributed to the
              Collateral Interest Holder in respect
              of interest on the Collateral Invested
              Amount                                                                  $4,304,302.75
                                                                                      -------------
              (2)   The amount distributed to the
              Collateral Interest Holder in respect
              of principal on the Collateral
              Invested Amount                                                                 $0.00
                                                                                              -----

 F)           Amount of reductions in Collateral
              Invested Amount pursuant to clauses
              (c), (d), and (e) of the definition of
              Collateral Invested Amount
              (1)   The amount of reductions in the
              Collateral Invested Amount pursuant to
              clauses (c), (d), and (e) of the
              definition of Collateral Invested
              Amount                                                                          $0.00
                                                                                              -----
              (2)   The total amount reimbursed in
              respect of such reductions in the
              Collateral Invested Amount                                                      $0.00
                                                                                              -----

</TABLE>
              AT&T UNIVERSAL CARD SERVICES CORP.,
                 Servicer                        
                                                 
              By __/s/ Tom Donahue               
                 Name:  Tom Donahue            
                 Title:  Servicing Officer     

                                       3
<PAGE>   4

<TABLE>
<S>                                                                                        <C>
RECEIVABLES  ---

Beginning of the Period Principal Receivables (01/01/97):                                                   $8,580,178,226.45
                                                                                                            -----------------
Beginning of the Period Finance Charge Receivables (01/01/97):                                                 $81,173,556.87
                                                                                                               --------------
Beginning of the Period Discounted Receivables:                                                                         $0.00
                                                                                                                        -----
Beginning of the Period Premium Receivables:                                                                            $0.00
                                                                                                                        -----
Beginning of the Period Total Receivables (01/01/97):                                                       $8,661,351,783.32
                                                                                                            -----------------


Removed Principal Recievables:                                                                                          $0.00
                                                                                                                        -----
Removed Finance Charge Receivables:                                                                                     $0.00
                                                                                                                        -----
Removed Total Receivables:                                                                                              $0.00
                                                                                                                        -----


Additional Principal Receivables:  (4/97)                                                                   $1,125,269,096.66
                                                                                                            -----------------
Additional Finance Charge Receivables: (4/97)                                                                  $10,090,419.65
                                                                                                               --------------
Additional Total Receivables:                                                                               $1,135,359,516.31
                                                                                                            -----------------


Discounted Receivables Generated this Period:                                                                           $0.00
                                                                                                                        -----
Premium Receivables Generated this Period:                                                                              $0.00
                                                                                                                        -----
End of the Period Principal Receivables (12/31/97):                                                         $9,577,202,207.76
                                                                                                            -----------------
End of the Period Finance Charge Receivables (12/31/97):                                                       $90,437,281.56
                                                                                                               --------------
End of the Period Discounted Receivables:                                                                               $0.00
                                                                                                                        -----
End of the Period Premium Receivables:                                                                                  $0.00
                                                                                                                        -----
End of the Period Total Receivables (12/31/97):                                                             $9,667,639,489.32
                                                                                                            -----------------


Special Funding Account Balance                                                                                         $0.00
                                                                                                                        -----
Aggregate Invested Amount (all Master Trust Series)                                                         $7,500,000,000.00
                                                                                                            -----------------

End of the Period Transferor Amount (12/31/97)                                                                $276,960,294.37
                                                                                                              ---------------


DELINQUENCIES AND LOSSES ---
                                                                                            RECEIVABLES
End of the Period Delinquencies:  (12/31/97)                                                -----------
   31-60 Days Delinquent                                                                                      $106,718,349.83
                                                                                                              ---------------
   61-90 Days Delinquent                                                                                       $66,032,106.18
                                                                                                               --------------
   91+ Days Delinquent                                                                                        $118,438,001.33
                                                                                                              ---------------

   Total 31+ Days Delinquent                                                                                  $291,188,457.34
                                                                                                              ---------------

Defaulted Accounts During the Period                                                                          $536,946,022.60
                                                                                                              ---------------
</TABLE>


                                       4
<PAGE>   5

<TABLE>
<S>                                                                          <C>                         <C>
INVESTED AMOUNTS ---

Class A Initial Invested Amount                                                   $850,000,000
                                                                                  ------------
Class B Initial Invested Amount                                                    $80,000,000
                                                                                   -----------
Collateral Initial Invested Amount                                                 $70,000,000
                                                                                   -----------
INITIAL INVESTED AMOUNT                                                                                        $1,000,000,000
                                                                                                               --------------

Class A Invested Amount                                                        $850,000,000.00
                                                                               ---------------
Class B Invested Amount                                                         $80,000,000.00
                                                                                --------------
Collateral Invested Amount                                                      $70,000,000.00
                                                                                --------------
INVESTED AMOUNT                                                                                                $1,000,000,000
                                                                                                               --------------


Class A Adjusted Invested Amount                                               $850,000,000.00
                                                                               ---------------
Class B Adjusted Invested Amount                                                $80,000,000.00
                                                                                --------------
Collateral Invested Amount                                                      $70,000,000.00
                                                                                --------------
ADJUSTED INVESTED AMOUNT                                                                                       $1,000,000,000
                                                                                                               --------------



ANNUAL SERVICING FEE                                                                                           $20,000,000.04
                                                                                                               --------------



INVESTOR DEFAULT AMOUNT                                                                                        $59,601,501.33
                                                                                                               --------------


GROUP 1 INFORMATION


WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES                                                                         5.85%
IN GROUP 1                                                                                                               ----

GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS                                                                   $949,145,541.16
                                                                                                              ---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS                                                                                     $0.00
                                                                                                                        -----
GROUP 1 INVESTOR DEFAULT AMOUNT                                                                               $321,190,204.03
                                                                                                              ---------------
GROUP 1 INVESTOR ANNUAL FEES                                                                                  $107,580,644.66
                                                                                                              ---------------
GROUP 1 INVESTOR ANNUAL INTEREST                                                                              $325,134,771.77
                                                                                                              ---------------


SERIES 1996-2 INFORMATION
SERIES 1996-2 ALLOCATION PERCENTAGE                                                                                     14.01%
                                                                                                                        -----
SERIES 1996-2 ALLOCABLE FINANCE CHARGE                                                                        $212,647,007.25
COLLECTIONS                                                                                                   ---------------


SERIES 1996-2 ADDITIONAL AMOUNTS                                                                                        $0.00
                                                                                                                        -----
SERIES 1996-2 ALLOCABLE DEFAULTED AMOUNT                                                                       $75,351,019.24
                                                                                                               --------------
SERIES 1996-2 ANNUAL FEES                                                                                      $20,000,000.04
                                                                                                               --------------
SERIES 1996-2 ALLOCABLE PRINCIPAL COLLECTIONS                                                               $2,644,286,408.56
                                                                                                            -----------------
SERIES 1996-2 REQUIRED TRANSFEROR AMOUNT                                                                       $70,000,000.00
                                                                                                               --------------
FLOATING ALLOCATION PERCENTAGE                                                                                          79.27%
                                                                                                                        -----
</TABLE>

                                       5
<PAGE>   6

<TABLE>
<S>                                                                          <C>                         <C>

INVESTOR FINANCE CHARGE COLLECTIONS                                                                           $168,420,141.96
                                                                                                              ---------------
INVESTOR DEFAULT AMOUNT                                                                                        $59,601,501.33
                                                                                                               --------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS                                                               $174,938,779.59
                                                                                                              ---------------
PRINCIPAL ALLOCATIONS PERCENTAGE                                                                                        79.27%
                                                                                                                        -----
AVAILABLE PRINCIPAL COLLECTIONS                                                                             $2,092,466,529.83
                                                                                                            -----------------


CLASS A  AVAILABLE FUNDS ---

CLASS A FLOATING PERCENTAGE                                                                                             85.00%
                                                                                                                        -----

    Class A Floating Percentage of Reallocated                                 $149,371,848.59
                                                                               ---------------
    Investor Finance Charge Collections
    Other Amounts                                                                        $0.00
                                                                                         -----
TOTAL CLASS A AVAILABLE FUNDS                                                                                 $149,371,848.59
                                                                                                              ---------------

   Class A Annual Interest                                                      $50,397,879.12
                                                                                --------------
   Class A Servicing Fee (if applicable)                                                 $0.00
                                                                                         -----
   Class A Investor Default Amount                                              $50,661,276.15
                                                                                --------------
TOTAL CLASS A EXCESS SPREAD                                                                                    $48,312,693.33
                                                                                                               --------------

CLASS A REQUIRED AMOUNT                                                                                                 $0.00
                                                                                                                        -----

CLASS B AVAILABLE FUNDS ---

CLASS B FLOATING PERCENTAGE                                                                                              8.00%
                                                                                                                        -----

CLASS B AVAILABLE FUNDS                                                                                        $13,995,102.38
                                                                                                               --------------

   Class B Annual Interest                                                       $4,857,818.68
                                                                                 -------------
   Class B Servicing Fee (if applicable)                                                 $0.00
                                                                                         -----
TOTAL CLASS B EXCESS SPREAD                                                                                     $9,137,283.67
                                                                                                                -------------

COLLATERAL AVAILABLE FUNDS --

COLLATERAL FLOATING PERCENTAGE                                                                                           7.00%
                                                                                                                         -----

COLLATERAL AVAILABLE FUNDS                                                                                     $12,275,714.58
                                                                                                               --------------
   Collateral Interest Servicing Fee (if  applicable)                                                                   $0.00
                                                                                                                        -----
TOTAL COLLATERAL EXCESS SPREAD                                                                                 $12,275,714.58
                                                                                                               --------------

EXCESS SPREAD ---

TOTAL EXCESS SPREAD                                                                                            $69,725,691.58
                                                                                                               --------------
</TABLE>

                                       6
<PAGE>   7


<TABLE>
<S>                                                                                                      <C>
Excess Spread Applied to Class A Required Amount                                                                        $0.00
                                                                                                                        -----
Excess Spread Applied to Class A Investor Charge                                                                        $0.00
Offs                                                                                                                    -----

Excess Spread Applied to Class B Required Amount                                                                $4,768,120.11
                                                                                                                -------------
Excess Spread Applied to Reductions of Class B                                                                          $0.00
Invested Amount pursuant to clauses (c), (d) and (e)                                                                    -----

Excess Spread Applied to Collateral Annual                                                                      $4,304,302.75
Interest                                                                                                        -------------

Excess Spread Applied to Unpaid Annual                                                                         $20,000,000.04
Servicing Fee                                                                                                  --------------

Excess Spread Applied Collateral Default Amount                                                                 $4,172,105.10
                                                                                                                -------------
Excess Spread Applied to Reductions of                                                                                  $0.00
Collateral Invested Amount Pursuant to Clauses                                                                          -----
(c), (d) and (e)
Excess Spread Applied to Reserve Account                                                                                $0.00
                                                                                                                        -----
Excess Spread Applied to Other Amounts Owed to                                                                          $0.00
Collateral Interest Holder                                                                                              -----

TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES                                                                             $36,451,163.64
                                                                                                               --------------

EXCESS FINANCE CHARGES COLLECTIONS

TOTAL EXCESS FINANCE CHARGE COLLECTIONS                                                                       $200,197,581.43
FOR ALL ALLOCATION SERIES                                                                                     ---------------


SERIES 1996-2 EXCESS FINANCE CHARGE COLLECTIONS ---

EXCESS FINANCE CHARGE COLLECTIONS                                                                                       $0.00
ALLOCATED TO SERIES 1996-2                                                                                              -----


Excess Finance Charge Collections Applied to                                                                            $0.00
Class A Required Amount                                                                                                 -----

Excess Finance Charge Collections Applied to                                                                            $0.00
Class A Investor Charge Offs                                                                                            -----

Excess Finance Charge Collections Applied to                                                                            $0.00
Class B Required Amount                                                                                                 -----

Excess Finance Charge Collections Applied to                                                                            $0.00
Reductions of Class B Invested Amount Pursuant                                                                          -----
to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                                                            $0.00
Collateral Annual Interest                                                                                              -----

Excess Finance Charge Collections Applied to                                                                            $0.00
Unpaid Annual Servicing Fee                                                                                             -----

Excess Finance Charge Collections Applied to                                                                            $0.00
Collateral Default Amount                                                                                               -----
</TABLE>

                                       7
<PAGE>   8

<TABLE>
<S>                                                                       <C>                           <C>
Excess Finance Charge Collections Applied to                                                                            $0.00
Reductions of Collateral Invested Amount                                                                                -----
Pursuant to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to                                                                            $0.00
Reserve Account                                                                                                         -----

Excess Finance Charge Collections Applied to                                                                            $0.00
Other Amounts Owed to Collateral Interest Holder                                                                        -----

YIELD, BASE, EXCESS SPREAD RATE---

AVERAGE BASE RATE FOR THE PERIOD                                                                                        7.95%
                                                                                                                        -----

AVERAGE SERIES ADJUSTED PORTFOLIO                                                                                      11.60%
YIELD FOR THE PERIOD                                                                                                   ------

AVERAGE EXCESS SPREAD RATE FOR THE PERIOD                                                                               3.65%
                                                                                                                        -----

PRINCIPAL COLLECTIONS---

CLASS A PRINCIPAL PERCENTAGE                                                                                            85.00%
                                                                                                                        ------

   Class A Principal Collections                                             $1,778,596,550.37
                                                                             -----------------

CLASS B PRINCIPAL PERCENTAGE                                                                                             8.00%
                                                                                                                        ------

   Class B Principal Collections                                               $167,397,322.40
                                                                               ---------------

COLLATERAL PRINCIPAL PERCENTAGE                                                                                          7.00%
                                                                                                                        ------
   Collateral Principal Collections                                            $146,472,657.07
                                                                               ---------------

AVAILABLE PRINCIPAL COLLECTIONS                                              $2,092,466,529.84
                                                                             -----------------

REALLOCATED PRINCIPAL COLLECTIONS                                                                                       $0.00
                                                                                                                        -----

SERIES 1996-2 PRINCIPAL SHORTFALL                                                                                       $0.00
                                                                                                                        -----

SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER                                                                       $0.00
PRINCIPAL SHARING SERIES                                                                                                -----
</TABLE>

                                       8
<PAGE>   9

<TABLE>
<S>                                                                       <C>                           <C>
ACCUMULATION ---


Controlled Accumulation Amount                                                           $0.00
                                                                                         -----
Deficit Controlled Accumulation Amount                                                   $0.00
                                                                                         -----
CONTROLLED DEPOSIT AMOUNT                                                                                               $0.00
                                                                                                                        -----

PRINCIPAL FUNDING ACCOUNT BALANCE                                                                                       $0.00
                                                                                                                        -----

SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER                                                             $2,152,068,031.16
PRINCIPAL SHARING SERIES                                                                                    -----------------


INVESTOR CHARGE OFFS AND REIMBURSEMENTS--


CLASS A INVESTOR CHARGE OFFS                                                                                            $0.00
                                                                                                                        -----
REDUCTIONS IN CLASS B INVESTED AMOUNT  (OTHER THAN                                                                      $0.00
                                                                                                                        -----
BY PRINCIPAL PAYMENTS)
REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER                                                                         $0.00
THAN BY PRINCIPAL PAYMENTS)                                                                                             -----


PREVIOUS CLASS A CHARGE OFFS REIMBURSED                                                                                 $0.00
                                                                                                                        -----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS                                                                             $0.00
REIMBURSED                                                                                                              -----


PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS                                                                          $0.00
REIMBURSED                                                                                                              -----

</TABLE>

         AT&T UNIVERSAL CARD SERVICES CORP.,
         as Servicer
         
         
         By:  ___/s/ Tom Donahue
              Name:  Tom Donahue
              Title:  Servicing Officer

                                      9

<PAGE>   1
                                                                    EXHIBIT 99.6



                        AT&T UNIVERSAL CARD MASTER TRUST
                                ANNUAL STATEMENT
                                 SERIES 1996-3
                    FOR THE PERIOD ENDING DECEMBER 31, 1997

     Pursuant to the Pooling and Servicing Agreement dated as of August 1, 1995
(hereinafter as such agreement may have been or may be from time to time,
amended or otherwise modified, the "Pooling and Servicing Agreement"), among
AT&T Universal Card Services Corp. ("UCS") as Servicer, AT&T Universal Funding
Corp. ("Funding"), as Transferor, and Bankers Trust Company, as trustee (the
'Trustee'), as supplemented by the Series 1996-3 Supplement dated as of
09/17/96 (the "Supplement") among UCS, Funding" and the Trustee, as Servicer is
required to prepare certain information each Period regarding current
distributions to the Series 1996-3 Certificateholders and the performance of
the AT&T Universal Card Master Trust (the "Trust") during the year. The
information which is required to be prepared with respect to the performance of
the Trust during the period of 01/01/97 - 12/31/97 is set forth below.  Certain
of the information is presented on the basis of an original principal amount of
$1,000 per Series 1996-3 Certificate (a "Certificate").  Certain other
information is presented based on the aggregate amounts for the Trust as a
whole.  Capitalized terms used in this Annual Statement have their respective
meanings set forth in the Pooling and Servicing Agreement and the Supplement.

<TABLE>
 <S>                                                                               <C>
 A)  Information regarding distribution in
     respect of the Class A Certificates
     per $1,000 original certificate
     principal amount.

     (1)       The total amount of the
     distribution in respect of Class A
     Certificates, per $1,000 original
     certificate principal amount                                                  $58.33615139
                                                                                   ------------
     (2)       The amount of the distribution
     set forth in paragraph 1 above in
     respect of interest on the Class A
     Certificates, per $1,000 original
     certificate principal amount                                                  $58.33615139
                                                                                   ------------
     (3)       The amount of the distribution
     set forth in paragraph 1 above in
     respect of principal of the Class A
     Certificates, per $1,000 original
     certificate principal amount                                                         $0.00
                                                                                          -----
</TABLE>

                                       1
<PAGE>   2
<TABLE>
 <S>                                                                                <C>
 B)  Class A Investor Charge Offs and
     Reimbursement of Charge Offs
     (1)       The amount of Class A Investor
     Charge Offs                                                                          $0.00
                                                                                          -----
     (2)       The amount of Class A Investors
     Charge Offs set forth in paragraph 1
     above, per $1,000 original certificate
     principal amount                                                                     $0.00
                                                                                          -----
     (3)       The total amount reimbursed in
     respect of Class A Investor Charge
     Offs                                                                                 $0.00
                                                                                          -----
     (4)       The amount set forth in paragraph
     3 above, per $1,000 original
     certificate principal amount                                                         $0.00
                                                                                          -----
     (5)       The amount, if any, by which the
     outstanding principal balance of the
     Class A Certificates exceeds the Class
     A Invested Amount after giving effect
     to all transactions on such
     Distribution Date                                                                    $0.00
                                                                                          -----

 C)  Information regarding distributions in
     respect of the Class B Certificates,
     per $1,000 original certificate
     principal amount
     (1)       The total amount of the
     distribution in respect of Class B
     Certificates, per $1,000 original
     certificate principal amount                                                   60.36392925
                                                                                    -----------
     (2)       The amount of the distribution
     set forth in paragraph 1 above in
     respect of interest on the Class B
     Certificates, per $1,000 original
     certificate principal amount                                                   60.36392925
                                                                                    -----------
     (3)       The amount of the distribution
     set forth in paragraph 1 above in
     respect of principal of the Class B
     Certificates, per $1,000 original
     certificate principal amount                                                         $0.00
                                                                                          -----

 D)  Amount of reductions in Class B
     Invested Amount pursuant to clauses
     (c), (d), and (e) of the definition of
     Class B Invested Amount
     (1)       The amount of reductions in Class
     B Invested Amount pursuant to clauses
     (c), (d), and (e) of the definition of
     Class B Invested Amount                                                              $0.00
                                                                                          -----
</TABLE>


                                       2
<PAGE>   3
 <TABLE>
 <S>                                                                              <C>
     (2)       The amount of reductions in
     the Class B Invested Amount set forth
     in paragraph 1 above, per $1,000
     original certificate principal amount                                                $0.00
                                                                                          -----
     (3)       The total amount reimbursed in
     respect of such reductions in the
     Class B Invested Amount                                                              $0.00
                                                                                          -----
     (4)       The amount set forth in paragraph
     3 above, per $1,000 original
     certificate principal amount                                                         $0.00
                                                                                          -----
     (5)       The amount, if any, by which the
     outstanding principal balance of the
     Class B Certificates exceeds the Class
     B Invested Amount after giving effect
     to all transactions on such
     Distribution Date                                                                    $0.00
                                                                                          -----

 E)  Information regarding certain
     distributions to the Collateral
     Interest Holder
     (1)       The amount distributed to the
     Collateral Interest Holder in respect
     of interest on the Collateral Invested
     Amount                                                                       $4,303,623.12
                                                                                  -------------
     (2)       The amount distributed to the
     Collateral Interest Holder in respect
     of principal on the Collateral
     Invested Amount                                                                      $0.00
                                                                                          -----

 F)  Amount of reductions in Collateral
     Invested Amount pursuant to clauses
     (c), (d), and (e) of the definition of
     Collateral Invested Amount
     (1)       The amount of reductions in the
     Collateral Invested Amount pursuant to
     clauses (c), (d), and (e) of the
     definition of Collateral Invested
     Amount                                                                               $0.00
                                                                                          -----
     (2)       The total amount reimbursed in
     respect of such reductions in the
     Collateral Invested Amount                                                           $0.00
                                                                                          -----
</TABLE>

               AT&T UNIVERSAL CARD SERVICES CORP.,
                 Servicer

               By _/s/ Tom Donahue
                  Name:  Tom Donahue
                  Title:  Servicing Officer


                                       3
<PAGE>   4
<TABLE>
<S>                                                                      <C>
RECEIVABLES  ---

Beginning of the Period Principal Receivables (01/01/97):                     $8,580,178,226.45
                                                                              -----------------
Beginning of the Period Finance Charge Receivables (01/01/97):                   $81,173,556.87
                                                                                 --------------
Beginning of the Period Discounted Receivables:                                           $0.00
                                                                                          -----
Beginning of the Period Premium Receivables:                                              $0.00
                                                                                          -----
Beginning of the Period Total Receivables (01/01/97):                         $8,661,351,783.32
                                                                              -----------------

Removed Principal Recievables:                                                            $0.00
                                                                                          -----
Removed Finance Charge Receivables:                                                       $0.00
                                                                                          -----
Removed Total Receivables:                                                                $0.00
                                                                                          -----

Additional Principal Receivables: (4/97)                                      $1,125,269,096.66
                                                                              -----------------
Additional Finance Charge Receivables: (4/97)                                    $10,090,419.65
                                                                                 --------------
Additional Total Receivables:                                                 $1,135,359,516.31
                                                                              -----------------


Discounted Receivables Generated this Period:                                             $0.00
                                                                                          -----
Premium Receivables Generated this Period:                                                $0.00
                                                                                          -----
End of the Period Principal Receivables (12/31/97):                           $9,577,202,207.76
                                                                              -----------------
End of the Period Finance Charge Receivables (12/31/97):                         $90,437,281.56
                                                                                 --------------
End of the Period Discounted Receivables:                                                 $0.00
                                                                                          -----
End of the Period Premium Receivables:                                                    $0.00
                                                                                          -----
End of the Period Total Receivables (12/31/97):                               $9,667,639,489.32
                                                                              -----------------


Special Funding Account Balance                                                           $0.00
                                                                                          -----
Aggregate Invested Amount (all Master Trust Series)                           $7,500,000,000.00
                                                                              -----------------

End of the Period Transferor Amount (12/31/97)                                  $276,960,294.37
                                                                                ---------------


DELINQUENCIES AND LOSSES ---
                                                                         RECEIVABLES
                                                                         -----------
End of the Period Delinquencies:  (12/31/97)
   31-60 Days Delinquent                                                        $106,718,349.83
                                                                                ---------------
   61-90 Days Delinquent                                                         $66,032,106.18
                                                                                 --------------
   91+ Days Delinquent                                                          $118,216,718.59
                                                                                ---------------

   Total 31+ Days Delinquent                                                    $290,967,174.60
                                                                                ---------------

Defaulted Accounts During the Period                                            $536,946,022.60
                                                                                ---------------
</TABLE>

                                       4
<PAGE>   5
<TABLE>
<S>                                                       <C>                 <C>
INVESTED AMOUNTS ---

Class A Initial Invested Amount                              $850,000,000
                                                             ------------
Class B Initial Invested Amount                               $80,000,000
                                                              -----------
Collateral Initial Invested Amount                            $70,000,000
                                                              -----------
INITIAL INVESTED AMOUNT                                                          $1,000,000,000
                                                                                 --------------
Class A Invested Amount                                   $850,000,000.00
                                                          ---------------
Class B Invested Amount                                    $80,000,000.00
                                                           --------------
Collateral Invested Amount                                 $70,000,000.00
                                                           --------------
INVESTED AMOUNT                                                                  $1,000,000,000
                                                                                 --------------


Class A Adjusted Invested Amount                          $850,000,000.00
                                                          ---------------
Class B Adjusted Invested Amount                           $80,000,000.00
                                                           --------------
Collateral Invested Amount                                 $70,000,000.00
                                                           --------------
ADJUSTED INVESTED AMOUNT                                                         $1,000,000,000
                                                                                 --------------


ANNUAL SERVICING FEE                                                             $20,000,000.04
                                                                                 --------------


INVESTOR DEFAULT AMOUNT                                                          $59,601,501.33
                                                                                 --------------

GROUP 1 INFORMATION


WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES                                           5.85%
IN GROUP 1                                                                                 -----

GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS                                     $949,145,541.16
                                                                                ---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS                                                       $0.00
                                                                                          -----
GROUP 1 INVESTOR DEFAULT AMOUNT                                                 $321,190,204.03
                                                                                ---------------
GROUP 1 INVESTOR ANNUAL FEES                                                    $107,580,644.66
                                                                                ---------------
GROUP 1 INVESTOR ANNUAL INTEREST                                                $325,134,771.77
                                                                                ---------------


SERIES 1996-3 INFORMATION
SERIES 1996-3 ALLOCATION PERCENTAGE                                                       14.01%
                                                                                          ------
SERIES 1996-3 ALLOCABLE FINANCE CHARGE                                          $212,647,007.25
COLLECTIONS                                                                     ----------------

SERIES 1996-3 ADDITIONAL AMOUNTS                                                          $0.00
                                                                                          -----
SERIES 1996-3 ALLOCABLE DEFAULTED AMOUNT                                         $75,351,019.24
                                                                                 --------------
SERIES 1996-3 ANNUAL FEES                                                        $20,000,000.04
                                                                                 --------------
SERIES 1996-3 ALLOCABLE PRINCIPAL COLLECTIONS                                 $2,644,286,408.56
                                                                              -----------------
SERIES 1996-3 REQUIRED TRANSFEROR AMOUNT                                         $70,000,000.00
                                                                                 --------------
FLOATING ALLOCATION PERCENTAGE                                                            79.27%
                                                                                          ------
</TABLE>


                                       5
<PAGE>   6
<TABLE>
<S>                                                       <C>                 <C>
INVESTOR FINANCE CHARGE COLLECTIONS                                             $168,420,141.96
                                                                                ---------------
INVESTOR DEFAULT AMOUNT                                                          $59,601,501.33
                                                                                 --------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS                                 $174,848,735.12
                                                                                ---------------
PRINCIPAL ALLOCATIONS PERCENTAGE                                                          79.27%
                                                                                          ------
AVAILABLE PRINCIPAL COLLECTIONS                                               $2,092,466,529.83
                                                                              -----------------

CLASS A  AVAILABLE FUNDS ---

CLASS A FLOATING PERCENTAGE                                                               85.00%
                                                                                          ------
    Class A Floating Percentage of Reallocated            $149,280,301.91
    Investor Finance Charge Collections                   ---------------

    Other Amounts                                                   $0.00
                                                                    -----
TOTAL CLASS A AVAILABLE FUNDS                                                   $149,280,301.91
                                                                                ---------------

   Class A Annual Interest                                 $50,271,355.68
                                                           --------------
   Class A Servicing Fee (if applicable)                            $0.00
                                                                    -----
   Class A Investor Default Amount                         $50,661,276.15
                                                           --------------
TOTAL CLASS A EXCESS SPREAD                                                      $48,347,670.08
                                                                                 --------------

CLASS A REQUIRED AMOUNT                                                                   $0.00
                                                                                          -----
CLASS B AVAILABLE FUNDS ---

CLASS B FLOATING PERCENTAGE                                                                8.00%
                                                                                           -----

CLASS B AVAILABLE FUNDS                                                          $13,987,898.81
                                                                                 --------------

   Class B Annual Interest                                  $4,894,977.28
                                                            -------------
   Class B Servicing Fee (if applicable)                            $0.00
                                                                    -----
TOTAL CLASS B EXCESS SPREAD                                                       $9,092,921.54
                                                                                  -------------
COLLATERAL AVAILABLE FUNDS --

COLLATERAL FLOATING PERCENTAGE                                                             7.00%
                                                                                           -----

COLLATERAL AVAILABLE FUNDS                                                       $12,239,411.47
                                                                                 --------------
   Collateral Interest Servicing Fee (if  applicable)                                     $0.00
                                                                                          -----
TOTAL COLLATERAL EXCESS SPREAD                                                   $12,239,411.47
                                                                                 --------------

EXCESS SPREAD ---

TOTAL EXCESS SPREAD                                                              $69,680,003.09
                                                                                 --------------
</TABLE>


                                       6
<PAGE>   7
<TABLE>
<S>                                                                             <C>
Excess Spread Applied to Class A Required Amount                                          $0.00
                                                                                          -----
Excess Spread Applied to Class A Investor Charge                                          $0.00
Offs                                                                                      -----

Excess Spread Applied to Class B Required Amount                                  $4,768,120.11
                                                                                  -------------
Excess Spread Applied to Reductions of Class B                                            $0.00
Invested Amount pursuant to clauses (c), (d) and (e)                                      -----

Excess Spread Applied to Collateral Annual                                        $4,303,623.12
Interest                                                                          -------------

Excess Spread Applied to Unpaid Annual                                           $20,000,000.04
Servicing Fee                                                                    --------------

Excess Spread Applied Collateral Default Amount                                   $4,172,105.10
                                                                                  -------------
Excess Spread Applied to Reductions of                                                    $0.00
Collateral Invested Amount Pursuant to Clauses                                            -----
(c), (d) and (e)

Excess Spread Applied to Reserve Account                                                  $0.00
                                                                                          -----
Excess Spread Applied to Other Amounts Owed to                                            $0.00
Collateral Interest Holder                                                                -----

TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES                                               $36,436,154.76
                                                                                 --------------
EXCESS FINANCE CHARGES COLLECTIONS


TOTAL EXCESS FINANCE CHARGE COLLECTIONS                                         $200,197,581.43
FOR ALL ALLOCATION SERIES                                                       ---------------

SERIES 1996-3 EXCESS FINANCE CHARGE COLLECTIONS ---

EXCESS FINANCE CHARGE COLLECTIONS                                                         $0.00
ALLOCATED TO SERIES 1996-3                                                                -----


Excess Finance Charge Collections Applied to                                              $0.00
Class A Required Amount                                                                   -----

Excess Finance Charge Collections Applied to                                              $0.00
Class A Investor Charge Offs                                                              -----

Excess Finance Charge Collections Applied to                                              $0.00
Class B Required Amount                                                                   -----

Excess Finance Charge Collections Applied to                                              $0.00
Reductions of Class B Invested Amount Pursuant                                            -----
to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                              $0.00
Collateral Annual Interest                                                                -----

Excess Finance Charge Collections Applied to                                              $0.00
Unpaid Annual Servicing Fee                                                               -----

Excess Finance Charge Collections Applied to                                              $0.00
Collateral Default Amount                                                                 -----
</TABLE>


                                       7
<PAGE>   8
<TABLE>
<S>                                                     <C>                               <C>
Excess Finance Charge Collections Applied to                                              $0.00
Reductions of Collateral Invested Amount                                                  -----
Pursuant to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                              $0.00
Reserve Account                                                                           -----

Excess Finance Charge Collections Applied to                                              $0.00
Other Amounts Owed to Collateral Interest Holder                                          -----

YIELD, BASE, EXCESS SPREAD RATE---

AVERAGE BASE RATE FOR THE PERIOD                                                           7.95%
                                                                                           -----

AVERAGE SERIES ADJUSTED PORTFOLIO                                                         11.59%
YIELD FOR THE PERIOD                                                                      ------

AVERAGE EXCESS SPREAD RATE FOR THE PERIOD                                                  3.64%
                                                                                           -----

PRINCIPAL COLLECTIONS---

CLASS A PRINCIPAL PERCENTAGE                                                              85.00%
                                                                                          ------

   Class A Principal Collections                        $1,778,596,550.37
                                                        -----------------

CLASS B PRINCIPAL PERCENTAGE                                                               8.00%
                                                                                           -----

   Class B Principal Collections                          $167,397,322.40
                                                          ---------------

COLLATERAL PRINCIPAL PERCENTAGE                                                            7.00%
                                                                                           -----
   Collateral Principal Collections                       $146,472,657.07
                                                          ---------------

AVAILABLE PRINCIPAL COLLECTIONS                         $2,092,466,529.84
                                                        -----------------

REALLOCATED PRINCIPAL COLLECTIONS                                                         $0.00
                                                                                          -----

SERIES 1996-3 PRINCIPAL SHORTFALL                                                         $0.00
                                                                                          -----

SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER                                         $0.00
PRINCIPAL SHARING SERIES                                                                  -----
</TABLE>



                                       8
<PAGE>   9
<TABLE>
<S>                                                                 <C>       <C>
ACCUMULATION ---

Controlled Accumulation Amount                                      $0.00
                                                                    -----
Deficit Controlled Accumulation Amount                              $0.00
                                                                    -----
CONTROLLED DEPOSIT AMOUNT                                                                 $0.00
                                                                                          -----

PRINCIPAL FUNDING ACCOUNT BALANCE                                                         $0.00
                                                                                          -----

SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER                               $2,152,068,031.16
PRINCIPAL SHARING SERIES                                                      -----------------

INVESTOR CHARGE OFFS AND REIMBURSEMENTS--

CLASS A INVESTOR CHARGE OFFS                                                              $0.00
                                                                                          -----
REDUCTIONS IN CLASS B INVESTED AMOUNT  (OTHER THAN                                        $0.00
BY PRINCIPAL PAYMENTS)                                                                    -----

REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER                                           $0.00
THAN BY PRINCIPAL PAYMENTS)                                                               -----

PREVIOUS CLASS A CHARGE OFFS REIMBURSED                                                   $0.00
                                                                                          -----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS                                               $0.00
REIMBURSED                                                                                -----

PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS                                            $0.00
REIMBURSED                                                                                -----
</TABLE>


               AT&T UNIVERSAL CARD SERVICES CORP.,
               as Servicer


               By:  ___/s/ Tom Donahue
                    Name:  Tom Donahue
                    Title:  Servicing Officer




                                       9

<PAGE>   1
                                                                    EXHIBIT 99.7



                        AT&T UNIVERSAL CARD MASTER TRUST
                                ANNUAL STATEMENT
                                 SERIES 1997-1
                    FOR THE PERIOD ENDING DECEMBER 31, 1997

     Pursuant to the Pooling and Servicing Agreement dated
as of August 1, 1995 (hereinafter as such agreement may have been
or may be from time to time, amended or otherwise modified, the
"Pooling and Servicing Agreement"), among AT&T Universal Card
Services Corp. ("UCS") as Servicer, AT&T Universal Funding Corp.
("Funding"), as Transferor, and Bankers Trust Company, as trustee
(the 'Trustee'), as supplemented by the Series 1997-1 Supplement
dated as of 05/14/97 (the "Supplement") among UCS, Funding"
and the Trustee, as Servicer is required to prepare certain
information each Period regarding current distributions to the
Series 1997-1 Certificateholders and the performance of the AT&T
Universal Card Master Trust (the "Trust") during the year.
The information which is required to be prepared with
respect to the performance of the Trust during the period of
05/01/97 - 12/31/97 is set forth below.  Certain of the information is
presented on the basis of an original principal amount of $1,000 per
Series 1997-1 Certificate (a "Certificate").  Certain other information is
presented based on the aggregate amounts for the Trust as a
whole.  Capitalized terms used in this Annual Statement have
their respective meanings set forth in the Pooling and Servicing
Agreement and the Supplement.

<TABLE>
<S>                                                                                <C>
 A)  Information regarding distribution in
     respect of the Class A Certificates
     per $1,000 original certificate
     principal amount.

     (1)       The total amount of the
     distribution in respect of Class A
     Certificates, per $1,000 original
     certificate principal amount                                                  $30.48248027
                                                                                   ------------
     (2)       The amount of the distribution
     set forth in paragraph 1 above in
     respect of interest on the Class A
     Certificates, per $1,000 original
     certificate principal amount                                                  $30.48248027
                                                                                   ------------
     (3)       The amount of the distribution
     set forth in paragraph 1 above in
     respect of principal of the Class A
     Certificates, per $1,000 original
     certificate principal amount                                                         $0.00
                                                                                          -----
</TABLE>




                                       1
<PAGE>   2
<TABLE>
<CAPTION>
<S>                                                                                <C>
B)  Class A Investor Charge Offs and
    Reimbursement of Charge Offs
    (1)       The amount of Class A Investor
    Charge Offs                                                                          $0.00
                                                                                         -----
    (2)       The amount of Class A Investors
    Charge Offs set forth in paragraph 1
    above, per $1,000 original certificate
    principal amount                                                                     $0.00
                                                                                         -----
    (3)       The total amount reimbursed in
    respect of Class A Investor Charge
    Offs                                                                                 $0.00
                                                                                         -----
    (4)       The amount set forth in paragraph
    3 above, per $1,000 original
    certificate principal amount                                                         $0.00
                                                                                         -----
    (5)       The amount, if any, by which the
    outstanding principal balance of the
    Class A Certificates exceeds the Class
    A Invested Amount after giving effect
    to all transactions on such
    Distribution Date                                                                    $0.00
                                                                                         -----

C)  Information regarding distributions in
    respect of the Class B Certificates,
    per $1,000 original certificate
    principal amount
    (1)       The total amount of the
    distribution in respect of Class B
    Certificates, per $1,000 original
    certificate principal amount                                                   31.46942463
                                                                                   -----------
    (2)       The amount of the distribution
    set forth in paragraph 1 above in
    respect of interest on the Class B
    Certificates, per $1,000 original
    certificate principal amount                                                   31.46942463
                                                                                   -----------
    (3)       The amount of the distribution
    set forth in paragraph 1 above in
    respect of principal of the Class B
    Certificates, per $1,000 original
    certificate principal amount                                                         $0.00
                                                                                         -----

D)  Amount of reductions in Class B
    Invested Amount pursuant to clauses
    (c), (d), and (e) of the definition of
    Class B Invested Amount
    (1)       The amount of reductions in Class
    B Invested Amount pursuant to clauses
    (c), (d), and (e) of the definition of
    Class B Invested Amount                                                              $0.00
                                                                                         -----
</TABLE>





                                       2
<PAGE>   3
<TABLE>
<S>                                                                              <C>

    (2)       The amount of reductions in
    the Class B Invested Amount set forth
    in paragraph 1 above, per $1,000
    original certificate principal amount                                                $0.00
                                                                                         -----
    (3)       The total amount reimbursed in
    respect of such reductions in the
    Class B Invested Amount                                                              $0.00
                                                                                         -----
    (4)       The amount set forth in paragraph
    3 above, per $1,000 original
    certificate principal amount                                                         $0.00
                                                                                         -----
    (5)       The amount, if any, by which the
    outstanding principal balance of the
    Class B Certificates exceeds the Class
    B Invested Amount after giving effect
    to all transactions on such
    Distribution Date                                                                    $0.00
                                                                                         -----

E)  Information regarding certain
    distributions to the Collateral
    Interest Holder
    (1)       The amount distributed to the
    Collateral Interest Holder in respect
    of interest on the Collateral Invested
    Amount                                                                       $2,984,129.78
                                                                                 -------------
    (2)       The amount distributed to the
    Collateral Interest Holder in respect
    of principal on the Collateral
    Invested Amount                                                                      $0.00
                                                                                         -----

F)  Amount of reductions in Collateral
    Invested Amount pursuant to clauses
    (c), (d), and (e) of the definition of
    Collateral Invested Amount
    (1)       The amount of reductions in the
    Collateral Invested Amount pursuant to
    clauses (c), (d), and (e) of the
    definition of Collateral Invested
    Amount                                                                               $0.00
                                                                                         -----
    (2)       The total amount reimbursed in
    respect of such reductions in the
    Collateral Invested Amount                                                           $0.00
                                                                                         -----
</TABLE>
              AT&T UNIVERSAL CARD SERVICES CORP.,
                 Servicer

              By ___/s/ Tom Donahue
                 Name:  Tom Donahue
                 Title:  Servicing Officer





                                       3
<PAGE>   4
<TABLE>
<S>                                                                       <C>
RECEIVABLES  ---

Beginning of the Period Principal Receivables (05/01/97):                     $9,109,612,858.00
                                                                              -----------------
Beginning of the Period Finance Charge Receivables (05/01/97):                   $89,667,587.81
                                                                                 --------------
Beginning of the Period Discounted Receivables:                                           $0.00
                                                                                          -----
Beginning of the Period Premium Receivables:                                              $0.00
                                                                                          -----
Beginning of the Period Total Receivables (05/01/97):                         $9,199,280,445.81
                                                                              -----------------

Removed Principal Recievables:                                                            $0.00
                                                                                          -----
Removed Finance Charge Receivables:                                                       $0.00
                                                                                          -----
Removed Total Receivables:                                                                $0.00
                                                                                          -----

Additional Principal Receivables:  (4/97)                                     $1,125,269,096.66
                                                                              -----------------
Additional Finance Charge Receivables: (4/97)                                    $10,090,419.65
                                                                                 --------------
Additional Total Receivables:                                                 $1,135,359,516.31
                                                                              -----------------

Discounted Receivables Generated this Period:                                             $0.00
                                                                                          -----
Premium Receivables Generated this Period:                                                $0.00
                                                                                          -----
End of the Period Principal Receivables (12/31/97):                           $9,577,202,207.76
                                                                              -----------------
End of the Period Finance Charge Receivables (12/31/97):                         $90,437,281.56
                                                                                 --------------
End of the Period Discounted Receivables:                                                 $0.00
                                                                                          -----
End of the Period Premium Receivables:                                                    $0.00
                                                                                          -----
End of the Period Total Receivables (12/31/97):                               $9,667,639,489.32
                                                                              -----------------

Special Funding Account Balance                                                           $0.00
                                                                                          -----
Aggregate Invested Amount (all Master Trust Series)                           $7,500,000,000.00
                                                                              -----------------

End of the Period Transferor Amount (12/31/97)                                  $276,960,294.37
                                                                                ---------------

DELINQUENCIES AND LOSSES ---
                                                                          RECEIVABLES
                                                                          -----------
End of the Period Delinquencies:  (12/31/97)
   31-60 Days Delinquent                                                        $106,718,349.83
                                                                                ---------------
   61-90 Days Delinquent                                                         $66,032,106.18
                                                                                 --------------
   91+ Days Delinquent                                                          $118,216,718.59
                                                                                ---------------

   Total 31+ Days Delinquent                                                    $290,967,174.60
                                                                                ---------------

Defaulted Accounts During the Period                                            $353,732,981.45
                                                                                ---------------
</TABLE>





                                       4
<PAGE>   5
<TABLE>
<S>                                                       <C>                 <C>
INVESTED AMOUNTS ---

Class A Initial Invested Amount                              $870,000,000
                                                             ------------
Class B Initial Invested Amount                               $60,000,000
                                                              -----------
Collateral Initial Invested Amount                            $70,000,000
                                                              -----------
INITIAL INVESTED AMOUNT                                                          $1,000,000,000
                                                                                 --------------

Class A Invested Amount                                   $870,000,000.00
                                                          ---------------
Class B Invested Amount                                    $60,000,000.00
                                                           --------------
Collateral Invested Amount                                 $70,000,000.00
                                                           --------------
INVESTED AMOUNT                                                                  $1,000,000,000
                                                                                 --------------

Class A Adjusted Invested Amount                          $870,000,000.00
                                                          ---------------
Class B Adjusted Invested Amount                           $60,000,000.00
                                                           --------------
Collateral Invested Amount                                 $70,000,000.00
                                                           --------------
ADJUSTED INVESTED AMOUNT                                                         $1,000,000,000
                                                                                 --------------


ANNUAL SERVICING FEE                                                             $12,580,644.69
                                                                                 --------------


INVESTOR DEFAULT AMOUNT                                                          $38,083,072.62
                                                                                 --------------

GROUP 1 INFORMATION


WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES                                           5.91%
IN GROUP 1                                                                                 -----

GROUP 1 INVESTOR FINANCE CHARGE COLLECTIONS                                     $673,404,366.38
                                                                                ---------------
GROUP 1 INVESTOR ADDITIONAL AMOUNTS                                                       $0.00
                                                                                          -----
GROUP 1 INVESTOR DEFAULT AMOUNT                                                 $218,977,667.68
                                                                                ---------------
GROUP 1 INVESTOR ANNUAL FEES                                                     $75,913,977.98
                                                                                 --------------
GROUP 1 INVESTOR ANNUAL INTEREST                                                $233,050,073.78
                                                                                ---------------

SERIES 1997-1 INFORMATION
SERIES 1997-1 ALLOCATION PERCENTAGE                                                       13.33%
                                                                                          ------
SERIES 1997-1 ALLOCABLE FINANCE CHARGE                                          $140,024,084.73
COLLECTIONS                                                                     ---------------

SERIES 1997-1 ADDITIONAL AMOUNTS                                                          $0.00
                                                                                          -----
SERIES 1997-1 ALLOCABLE DEFAULTED AMOUNT                                         $47,164,397.53
                                                                                 --------------
SERIES 1997-1 ANNUAL FEES                                                        $12,580,644.69
                                                                                 --------------
SERIES 1997-1 ALLOCABLE PRINCIPAL COLLECTIONS                                 $1,702,235,701.25
                                                                              -----------------
SERIES 1997-1 REQUIRED TRANSFEROR AMOUNT                                         $70,000,000.00
                                                                                 --------------
FLOATING ALLOCATION PERCENTAGE                                                            80.74%
                                                                                          ------
</TABLE>





                                       5
<PAGE>   6
<TABLE>
<S>                                                      <C>                  <C>
INVESTOR FINANCE CHARGE COLLECTIONS                                             $113,030,732.59
                                                                                ---------------
INVESTOR DEFAULT AMOUNT                                                          $38,083,072.62
                                                                                 --------------
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS                                 $117,262,516.50
                                                                                ---------------
PRINCIPAL ALLOCATIONS PERCENTAGE                                                          53.83%
                                                                                          ------
AVAILABLE PRINCIPAL COLLECTIONS                                               $1,374,062,227.62
                                                                              -----------------

CLASS A  AVAILABLE FUNDS ---

CLASS A FLOATING PERCENTAGE                                                               87.00%
                                                                                          ------
    Class A Floating Percentage of Reallocated            $100,254,610.61
                                                          ---------------
    Investor Finance Charge Collections
    Other Amounts                                                   $0.00
                                                                    -----
TOTAL CLASS A AVAILABLE FUNDS                                                   $100,254,610.61
                                                                                ---------------
   Class A Annual Interest                                 $34,923,886.00
                                                           --------------
   Class A Servicing Fee (if applicable)                            $0.00
                                                                    -----
   Class A Investor Default Amount                         $32,370,611.75
                                                           --------------
TOTAL CLASS A EXCESS SPREAD                                                      $32,960,112.84
                                                                                 --------------

CLASS A REQUIRED AMOUNT                                                                   $0.00
                                                                                          -----
CLASS B AVAILABLE FUNDS ---

CLASS B FLOATING PERCENTAGE                                                                6.00%
                                                                                           -----

CLASS B AVAILABLE FUNDS                                                           $9,381,001.32
                                                                                  -------------
   Class B Annual Interest                                  $3,392,931.74
                                                            -------------
   Class B Servicing Fee (if applicable)                            $0.00
                                                                    -----
TOTAL CLASS B EXCESS SPREAD                                                       $5,988,069.57
                                                                                  -------------
COLLATERAL AVAILABLE FUNDS --

COLLATERAL FLOATING PERCENTAGE                                                             7.00%
                                                                                           -----

COLLATERAL AVAILABLE FUNDS                                                        $8,208,376.16
                                                                                  -------------
   Collateral Interest Servicing Fee (if applicable)                                      $0.00
                                                                                          -----
TOTAL COLLATERAL EXCESS SPREAD                                                    $8,208,376.16
                                                                                  -------------
EXCESS SPREAD ---

TOTAL EXCESS SPREAD                                                              $47,156,558.57
                                                                                 --------------
</TABLE>





                                       6
<PAGE>   7
<TABLE>
<S>                                                                             <C>
Excess Spread Applied to Class A Required Amount                                          $0.00
                                                                                          -----
Excess Spread Applied to Class A Investor Charge                                          $0.00
Offs                                                                                      -----

Excess Spread Applied to Class B Required Amount                                  $3,046,645.81
                                                                                  -------------
Excess Spread Applied to Reductions of Class B                                            $0.00
Invested Amount pursuant to clauses (c), (d) and (e)                                      -----

Excess Spread Applied to Collateral Annual                                        $2,984,129.78
Interest                                                                          -------------

Excess Spread Applied to Unpaid Annual                                           $12,580,644.69
Servicing Fee                                                                    --------------

Excess Spread Applied Collateral Default Amount                                   $2,665,815.10
                                                                                  -------------
Excess Spread Applied to Reductions of                                                    $0.00
Collateral Invested Amount Pursuant to Clauses                                            -----
(c), (d) and (e)

Excess Spread Applied to Reserve Account                                                  $0.00
                                                                                          -----
Excess Spread Applied to Other Amounts Owed to                                            $0.00
Collateral Interest Holder                                                                -----

TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE
FOR OTHER EXCESS ALLOCATION SERIES                                               $25,879,323.22
                                                                                 --------------
EXCESS FINANCE CHARGES COLLECTIONS

TOTAL EXCESS FINANCE CHARGE COLLECTIONS                                         $200,197,581.43
FOR ALL ALLOCATION SERIES                                                       ---------------

SERIES 1997-1 EXCESS FINANCE CHARGE COLLECTIONS ---

EXCESS FINANCE CHARGE COLLECTIONS                                                         $0.00
ALLOCATED TO SERIES 1997-1                                                                -----

Excess Finance Charge Collections Applied to                                              $0.00
Class A Required Amount                                                                   -----

Excess Finance Charge Collections Applied to                                              $0.00
Class A Investor Charge Offs                                                              -----

Excess Finance Charge Collections Applied to                                              $0.00
Class B Required Amount                                                                   -----

Excess Finance Charge Collections Applied to                                              $0.00
Reductions of Class B Invested Amount Pursuant                                            -----
to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                              $0.00
Collateral Annual Interest                                                                -----

Excess Finance Charge Collections Applied to                                              $0.00
Unpaid Annual Servicing Fee                                                               -----

Excess Finance Charge Collections Applied to                                              $0.00
Collateral Default Amount                                                                 -----
</TABLE>





                                       7
<PAGE>   8
<TABLE>
<S>                                                     <C>                               <C>
Excess Finance Charge Collections Applied to                                              $0.00
Reductions of Collateral Invested Amount                                                  -----
Pursuant to Clauses (c), (d) and (e)

Excess Finance Charge Collections Applied to                                              $0.00
Reserve Account                                                                           -----

Excess Finance Charge Collections Applied to                                              $0.00
Other Amounts Owed to Collateral Interest Holder                                          -----

YIELD, BASE, EXCESS SPREAD RATE---

AVERAGE BASE RATE FOR THE PERIOD                                                           8.08%
                                                                                           -----

AVERAGE SERIES ADJUSTED PORTFOLIO                                                         11.97%
YIELD FOR THE PERIOD                                                                      ------

AVERAGE EXCESS SPREAD RATE FOR THE PERIOD                                                  3.89%
                                                                                           -----
PRINCIPAL COLLECTIONS---

CLASS A PRINCIPAL PERCENTAGE                                                              87.00%
                                                                                          ------

   Class A Principal Collections                        $1,167,952,893.49
                                                        -----------------

CLASS B PRINCIPAL PERCENTAGE                                                               6.00%
                                                                                           -----
   Class B Principal Collections                          $109,924,978.22

                                                          ---------------
COLLATERAL PRINCIPAL PERCENTAGE                                                            7.00%
                                                                                           -----
   Collateral Principal Collections                        $96,184,355.92
                                                           --------------

AVAILABLE PRINCIPAL COLLECTIONS                         $1,374,062,227.63
                                                        -----------------
REALLOCATED PRINCIPAL COLLECTIONS                                                         $0.00
                                                                                          -----

SERIES 1997-1 PRINCIPAL SHORTFALL                                                         $0.00
                                                                                          -----

SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER                                         $0.00
PRINCIPAL SHARING SERIES                                                                  -----
</TABLE>





                                       8
<PAGE>   9
<TABLE>
<S>                                                                 <C>       <C>
ACCUMULATION ---

Controlled Accumulation Amount                                      $0.00
                                                                    -----
Deficit Controlled Accumulation Amount                              $0.00
                                                                    -----
CONTROLLED DEPOSIT AMOUNT                                                                 $0.00
                                                                                          -----

PRINCIPAL FUNDING ACCOUNT BALANCE                                                         $0.00
                                                                                          -----

SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER                               $1,412,145,300.24
PRINCIPAL SHARING SERIES                                                      -----------------

INVESTOR CHARGE OFFS AND REIMBURSEMENTS--

CLASS A INVESTOR CHARGE OFFS                                                              $0.00
                                                                                          -----
REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN                                         $0.00
BY PRINCIPAL PAYMENTS)                                                                    -----

REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER                                           $0.00
THAN BY PRINCIPAL PAYMENTS)                                                               -----

PREVIOUS CLASS A CHARGE OFFS REIMBURSED                                                   $0.00
                                                                                          -----
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS                                               $0.00
REIMBURSED                                                                                -----

PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS                                            $0.00
REIMBURSED                                                                                -----
</TABLE>

               AT&T UNIVERSAL CARD SERVICES CORP.,
               as Servicer


               By:  ___/s/ Tom Donahue
                    Name:  Tom Donahue
                    Title: Servicing Officer





                                       9


<PAGE>   1
                                                                    EXHIBIT 99.8


March 9, 1998

Moody's Investor Service
ABS Monitoring - Fourth Floor
99 Church Street
New York, NY 10007


                       AT&T UNIVERSAL CARD SERVICES CORP.

             The undersigned, a duly authorized representative of AT&T
Universal Card Services Corp., as Servicer ("UCS"), pursuant to the Pooling and
Servicing Agreement dated as of August 1, 1995 (as amended and supplemented,
the "Agreement"), among AT&T Universal Funding Corp., as transferor, UCS, and
Bankers Trust Company, as Trustee, does hereby certify that:

             1.  UCS is, as of the date hereof, the Servicer under the
Agreement.  Capitalized terms used in this Certificate have their respective
meanings as set forth in the Agreement.

             2.  The undersigned is a Servicing Officer who is duly authorized
pursuant to the Agreement to execute and deliver this Certificate to the
Trustee.

             3.  A review of the activities of the Servicer during the year
ended December 31, 1997, and of its performance under the Agreement was
conducted under my supervision.

             4.  Based on such review, the Servicer has, to the best of my
knowledge, performed in all material respects its obligations under the
Agreement throughout such year and no default in the performance of such
obligations has occurred or is continuing.

             IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 10th day of March, 1998.

                                        AT&T UNIVERSAL CARD SERVICES CORP.
                                        Servicer



                                        By:  /s/Robert A. Miller
                                           -----------------------------------
                                                 Robert A. Miller
                                                 Vice President of Finance





<PAGE>   2

March 9, 1998


Standard & Poor's Corporation
ABS Surveillance: Credit Cards
26 Broadway, 10th Floor
New York, NY 13004



                       AT&T UNIVERSAL CARD SERVICES CORP.

             The undersigned, a duly authorized representative of AT&T
Universal Card Services Corp., as Servicer ("UCS"), pursuant to the Pooling and
Servicing Agreement dated as of August 1, 1995 (as amended and supplemented,
the "Agreement"), among AT&T Universal Funding Corp., as transferor, UCS, and
Bankers Trust Company, as Trustee, does hereby certify that:

             1.  UCS is, as of the date hereof, the Servicer under the
Agreement.  Capitalized terms used in this Certificate have their respective
meanings as set forth in the Agreement.

             2.  The undersigned is a Servicing Officer who is duly authorized
pursuant to the Agreement to execute and deliver this Certificate to the
Trustee.

             3.  A review of the activities of the Servicer during the year
ended December 31, 1997, and of its performance under the Agreement was
conducted under my supervision.

             4.  Based on such review, the Servicer has, to the best of my
knowledge, performed in all material respects its obligations under the
Agreement throughout such year and no default in the performance of such
obligations has occurred or is continuing.

             IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 10th day of March, 1998.

                                        AT&T UNIVERSAL CARD SERVICES CORP.
                                        Servicer



                                        By: /s/Robert A. Miller
                                           -----------------------------------
                                                Robert A. Miller
                                                Vice President of Finance





<PAGE>   3
March 9, 1998


Bankers Trust Company
4 Albany Street
10th Floor
New York, NY 10006



                       AT&T UNIVERSAL CARD SERVICES CORP.

             The undersigned, a duly authorized representative of AT&T
Universal Card Services Corp., as Servicer ("UCS"), pursuant to the Pooling and
Servicing Agreement dated as of August 1, 1995 (as amended and supplemented,
the "Agreement"), among AT&T Universal Funding Corp., as transferor, UCS, and
Bankers Trust Company, as Trustee, does hereby certify that:

             1.  UCS is, as of the date hereof, the Servicer under the
Agreement.  Capitalized terms used in this Certificate have their respective
meanings as set forth in the Agreement.

             2.  The undersigned is a Servicing Officer who is duly authorized
pursuant to the Agreement to execute and deliver this Certificate to the
Trustee.

             3.  A review of the activities of the Servicer during the year
ended December 31, 1997, and of its performance under the Agreement was
conducted under my supervision.

             4.  Based on such review, the Servicer has, to the best of my
knowledge, performed in all material respects its obligations under the
Agreement throughout such year and no default in the performance of such
obligations has occurred or is continuing.

             IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 10th day of March, 1998.

                                        AT&T UNIVERSAL CARD SERVICES CORP.
                                        Servicer



                                        By: /s/Robert A. Miller
                                           -----------------------------------
                                                Robert A. Miller
                                                Vice President of Finance





<PAGE>   4
March 9, 1998


Fitch Information Services, Inc.
1201 East 7th Street
Powell, Wyoming 82435



                       AT&T UNIVERSAL CARD SERVICES CORP.

             The undersigned, a duly authorized representative of AT&T
Universal Card Services Corp., as Servicer ("UCS"), pursuant to the Pooling and
Servicing Agreement dated as of August 1, 1995 (as amended and supplemented,
the "Agreement"), among AT&T Universal Funding Corp., as transferor, UCS, and
Bankers Trust Company, as Trustee, does hereby certify that:

             1.  UCS is, as of the date hereof, the Servicer under the
Agreement.  Capitalized terms used in this Certificate have their respective
meanings as set forth in the Agreement.

             2.  The undersigned is a Servicing Officer who is duly authorized
pursuant to the Agreement to execute and deliver this Certificate to the
Trustee.

             3.  A review of the activities of the Servicer during the year
ended December 31, 1997, and of its performance under the Agreement was
conducted under my supervision.

             4.  Based on such review, the Servicer has, to the best of my
knowledge, performed in all material respects its obligations under the
Agreement throughout such year and no default in the performance of such
obligations has occurred or is continuing.

             IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 10th day of March, 1998.

                                        AT&T UNIVERSAL CARD SERVICES CORP.
                                        Servicer



                                        By: /s/Robert A. Miller
                                           -----------------------------------
                                                Robert A. Miller
                                                Vice President of Finance






<PAGE>   1
                                                                    EXHIBIT 99.9

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and
Board of Directors of
AT&T Universal Card Services Corp.:

We have examined management's assertion that, as of December 31, 1997, AT&T
Universal Card Services Corp. (the Servicer) maintained effective internal
control over the servicing of credit card loans for the AT&T Universal Card
Master Trust.  Our examination was made in accordance with standards
established by the American Institute of Certified Public Accountants and,
accordingly, included obtaining an understanding of the internal control over
the loan servicing process, testing and evaluating the design and operating
effectiveness of the internal control, and such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion.

As discussed in management's assertion, in providing the assertion on internal
control, management assumed the accuracy of reports prepared by the Servicer's
third party credit card database processor and did not extend its assessment to
the internal control of the processor. Accordingly, our examination did not
extend to the internal control of the Servicer's  third party credit card
database processor, and we do not express an opinion or any other form of
assurance on the internal control of the processor.  

Because of inherent limitations in any internal control, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal control over the loan servicing process to future
periods are subject to the risk that the internal control may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.

In our opinion, management's assertion that AT&T Universal Card Services Corp.
maintained effective internal control over the servicing of credit card loans
for the AT&T Universal Card Master Trust as of December 31, 1997, is fairly
stated, in all material respects, based upon criteria established by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) as
described in Internal Control--Integrated Framework.

  COOPERS & LYBRAND,  LLP

Jacksonville, Florida
March 5, 1998


<PAGE>   2

March 5, 1998

Assertion by AT&T Universal Card Services Corp.

AT&T Universal Card Services Corp. services the credit card loans for the AT&T
Universal Card Master Trust. AT&T Universal Card Services Corp. maintained
effective internal controls over the servicing for the AT&T Universal Card
Master Trust as of December 31, 1997, based upon criteria established by the
Committee Of Sponsoring Organizations of the Treadway Commission (COSO) as
described in Internal Control - Integrated Framework.

We have accepted an independent evaluation of the internal control structure of
the third party processor, Total System Services, Inc. The review was performed
in accordance with the standards established by the American Institute of
Certified Public Accountants and provided reasonable assurance that all
policies and procedures were designed to achieve its control objectives.


/s/ R.J. Srednicki
- ---------------------------
R. J. Srednicki
President and Chief Executive Officer

/s/ K. Vecchione
- ---------------------------
K. Vecchione
Executive Vice President &
Chief Financial Officer

/s/ L. Palmer
- ---------------------------
L. Palmer
Senior Vice President &
Chief Information Officer










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