.
.
.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
AMENDMENT NO. 1
<Table>
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
</Table>
COMMISSION FILE NUMBER 1-1105
AT&T CORP.
<Table>
A NEW YORK CORPORATION I.R.S. EMPLOYER NO. 13-4924710
</Table>
ONE AT&T WAY, BEDMINSTER, NEW JERSEY 07921
TELEPHONE NUMBER 908-221-2000
INTERNET ADDRESS: www.att.com/ir
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
SEE ATTACHED SCHEDULE A.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of voting common stock held by non-affiliates
was approximately $11.6 billion (based on closing price of those shares as of
June 30, 2004). At February 28, 2005, 800,344,093 shares of AT&T common stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
SCHEDULE A
Securities registered pursuant to Section 12(b) of the Act:
<Table>
<Caption>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ------------------- ------------------------------------------------
Common Shares New York, Boston, Chicago,
(Par Value $1 Per Share) Philadelphia and Pacific Stock Exchanges
Ten Year 7% Notes, due May 15, 2005
Twelve Year 7 1/2% Notes, due June 1, 2006
Twelve Year 7 3/4% Notes, due March 1, 2007
Ten Year 6% Notes due March 15, 2009 New York Stock Exchange
6 1/2% Notes due March 15, 2013
Thirty Year 8.35% Debentures, due January 15, 2025
Thirty Year 6 1/2% Notes due March 15, 2029
</Table>
AMENDMENT NO. 1 TO THE ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
EXPLANATORY NOTE
We are filing this Amendment No. 1 (the "Amendment") to our Annual Report
on Form 10-K for the fiscal year ended December 31, 2004 as filed on March 10,
2005 (the "Annual Report") to complete Items 10 through 14, inclusive. This
Amendment amends and restates in their entirety only Part III Items 10 through
14, and Part IV, Item 15, which includes new Exhibits. It does not affect any
other Items in the Annual Report, and those unaffected Items or Exhibits are not
included in this Amendment.
This Form 10-K/A should be read in conjunction with our other filings made
with the Securities and Exchange Commission subsequent to the filing of the
original Annual Report, including any amendments to those filings.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding our directors and executive officers, our audit
committee, delinquent Section 16(a) filers, and our Code of Ethics is set forth
below. See also "What information is available about our company?" in Item 2
above.
DIRECTORS OF THE REGISTRANT
(AS OF MARCH 1, 2005)
WILLIAM F. ALDINGER AGE: 57 DIRECTOR SINCE: 2003
Mr. Aldinger is Chairman and Chief Executive Officer of HSBC North America
Holdings Inc., a financial services company. He joined HSBC Finance Corporation,
formerly known as Household International, Inc., in 1994 as President and Chief
Executive Officer. Mr. Aldinger became Chairman of Household International, Inc.
in May 1996. He is an officer and director of a number of subsidiaries of HSBC
North America Holdings Inc. Mr. Aldinger is a director of HSBC Holdings plc,
MasterCard International and Illinois Tool Works Inc. He is a member of the
boards of Children's Memorial Medical Center/Children's Memorial Hospital and
the Children's Memorial Foundation. Mr. Aldinger also serves on the board of
trustees of the J.L. Kellogg Graduate School of Management.
KENNETH T. DERR AGE: 68 DIRECTOR SINCE: 1995
Mr. Derr is a retired Chairman of the Board and Chief Executive Officer of
ChevronTexaco Corporation, an international oil company. He was Chairman and
Chief Executive Officer from 1989 to 1999, Vice Chairman from 1985 to 1989 and
director from 1981 to 1999. Mr. Derr also serves as a director of the American
Petroleum Institute, a member of The Business Council, Council on Foreign
Relations and the Board of Overseers of the Hoover Institution; Director of the
Committee to Encourage Corporate Philanthropy; Director of American Productivity
and Quality Center; Member of the Board of the University of California San
Francisco Foundation, and Trustee Emeritus of Cornell University. Mr. Derr is a
director of Citigroup Inc., Halliburton Company and Calpine Corporation.
DAVID W. DORMAN AGE: 51 DIRECTOR SINCE: 2002
Mr. Dorman has been the Chairman of the Board and Chief Executive Officer
of AT&T since November 2002. He was President of AT&T from 2000 to 2002 and the
Chief Executive Officer of Concert, a former global venture created by AT&T and
British Telecommunications plc, from 1999 to 2000. Mr. Dorman was Chairman,
President and Chief Executive Officer of PointCast Incorporated from 1997 to
1999; Executive Vice President of SBC Communications Inc. in 1997; Chairman,
President and Chief Executive Officer of Pacific Bell from 1994 to 1997; and
President of Sprint Business from 1990 to 1994. He served as a member of the
President's Advisory Committee on High Performance Computing and Communications,
Information Technology and the Next Generation Internet. Mr. Dorman is a
director of Scientific Atlanta, Inc. and Yum! Brands, Inc.
M. KATHRYN EICKHOFF-SMITH AGE: 65 DIRECTOR SINCE: 1987
Ms. Eickhoff-Smith has been President and Chief Executive Officer of
Eickhoff Economics, Inc., an economic consulting firm, since 1987. She is a past
Associate Director for Economic Policy for the U.S. Office of Management and
Budget (1985-1987) and the former Executive Vice President and Treasurer of
Townsend Greenspan & Co., Inc. (1962-1985). Ms. Eickhoff-Smith is a director of
Tenneco Automotive Inc.
HERBERT L. HENKEL AGE: 56 DIRECTOR SINCE: 2004
Mr. Henkel has been the Chairman of the Board of Ingersoll-Rand Company, a
manufacturer of industrial products and components, since 2000 and President and
Chief Executive Officer since 1999. He was the President and Chief Operating
Officer of Ingersoll-Rand from April 1999 to October 1999. Mr. Henkel was the
Chief Operating Officer of Textron Inc. from 1998 to 1999, and Vice
President -- Industrial Products Segment from 1993 to 1998. Mr. Henkel is a
director of Pitney Bowes Inc. and C.R. Bard, Inc.
113
FRANK C. HERRINGER AGE: 62 DIRECTOR SINCE: 2002
Mr. Herringer has been Chairman of the Board of Transamerica Corporation, a
financial services company, since 1995. He served as Chief Executive Officer
from 1991 to 1999 and President from 1986 to 1999. From 1999 to May 2000, Mr.
Herringer served on the Executive Board of Aegon N.V. and as Chairman of the
Board of Aegon USA, Inc. Mr. Herringer is a director of The Charles Schwab
Corporation, Mirapoint Inc. and Amgen Inc.
JON C. MADONNA AGE: 61 DIRECTOR SINCE: 2002
Mr. Madonna is a retired Chairman and Chief Executive Officer of KPMG, an
international accounting and consulting firm. He was with KPMG for 28 years
where he held numerous senior leadership positions throughout his career and
served as Chairman from 1990 to 1996. Subsequent to his retirement from KPMG,
Mr. Madonna served as Vice Chairman of Travelers Group, Inc. from 1997 to 1998
and President and Chief Executive Officer of Carlson Wagonlit Corporate Travel,
Inc. from 1999 to 2000. He was Chief Executive Officer of DigitalThink, Inc.
from 2001 to 2002, and was Chairman of DigitalThink, Inc. from April 2002 to May
2004. Mr. Madonna is a director of Albertson's, Inc., Phelps Dodge Corporation
and Tidewater Inc.
DONALD F. MCHENRY AGE: 68 DIRECTOR SINCE: 1986
Mr. McHenry has been a Distinguished Professor in the Practice of Diplomacy
at the School of Foreign Service at Georgetown University, since 1981. He has
also been President of IRC Group LLC, international relations consultants, since
1981. Mr. McHenry is a director of FleetBoston Financial Corporation, The Coca-
Cola Company, International Paper Company and GlaxoSmithKline plc.
TONY L. WHITE AGE: 58 DIRECTOR SINCE: 2002
Mr. White is Chairman of the Board, President and Chief Executive Officer
of Applera Corporation, a life sciences company. He was elected Chairman of the
Board, President and Chief Executive Officer of Perkin Elmer Corporation
(renamed Applera Corporation) in 1995. Prior to that, he was Executive Vice
President and a Member of the Office of the Chief Executive Officer at Baxter
International Inc. from 1991 to 1995. Mr. White is a director of C.R. Bard, Inc.
and Ingersoll-Rand Company.
SHIRLEY ANN JACKSON, PH.D. AGE: 58 DIRECTOR SINCE: 2001
Dr. Jackson is the President of Rensselaer Polytechnic Institute (RPI).
Prior to becoming President of RPI in 1999, Dr. Jackson was Chairman of the U.S.
Nuclear Regulatory Commission (1995-1999), a Professor of Theoretical Physics at
Rutgers University (1991-1995) and a theoretical physicist at the former AT&T
Bell Laboratories (1975-1991). Dr. Jackson was elected to the National Academy
of Engineering in 2001. She is also a Fellow of the American Academy of Arts and
Sciences and the American Physical Society. She is a Life Member of the M.I.T.
Corporation Board of Trustees and the Council on Foreign Relations. She is
President of the American Association for the Advancement of Science. Dr.
Jackson is a director of FedEx Corporation, Public Service Enterprise Group
Incorporated, Marathon Oil Corporation, United States Steel Corporation and
Medtronic, Inc. She has also been a member of the Board of Directors of the New
York Stock Exchange, Inc. since November 2003. Dr. Jackson is not standing for
re-election.
114
EXECUTIVE OFFICERS OF THE REGISTRANT
(AS OF MARCH 1, 2005)
<Table>
<Caption>
BECAME AT&T
NAME AGE EXECUTIVE OFFICER ON
- ---- --- --------------------
James W. Cicconi................... 52 Executive Vice President and General Counsel 12-98
David W. Dorman.................... 51 Chairman of the Board and Chief Executive 12-00
Officer
Hossein Eslambolchi................ 47 President, AT&T GNTS, AT&T CTO and 01-03
AT&T CIO
Robert S. Feit..................... 42 Vice President-Law, Corporate Secretary and 01-03
Chief Compliance Officer
Mirian M. Graddick-Weir............ 50 Executive Vice President, Human Resources 03-99
William J. Hannigan................ 45 President and Chief Operating Officer 12-03
Thomas W. Horton................... 43 Vice Chairman and Chief Financial Officer 06-02
John Polumbo....................... 53 President and Chief Executive Officer -- AT&T 10-02
Consumer
Christopher R. Reidy............... 48 Vice President and Controller 05-04
Virasb Vahidi...................... 38 Senior Vice President Corporate Strategy and 05-04
Development
</Table>
All of the above executive officers have held high level managerial
positions with AT&T or its affiliates for more than the past five years, except
Messrs. Dorman, Hannigan, Horton, Polumbo, Reidy and Vahidi. Prior to joining
AT&T in December 2000, Mr. Dorman was Chief Executive Officer of Concert, a
global venture created by AT&T and British Telecommunications plc, from 1999 to
2000. Prior to joining AT&T in 2003, Mr. Hannigan was Chairman of the Board,
President and Chief Executive Officer of Sabre Holdings, Inc. from 1999 to 2003.
Prior to joining AT&T in 2002, Mr. Horton served in various high level
management positions of AMR Corporation, the parent company of American
Airlines; he was Senior Vice President and Chief Financial Officer from 2000 to
2002, and Vice President-Europe Division from 1998 to 2000. Prior to becoming an
Executive Officer of AT&T in 2002, Mr. Polumbo served as Senior Vice President
of AT&T Business Global Ventures from September 2001; and as President of the
Global Services Unit of Concert from June 1999 to September 2001. Prior to
joining AT&T in 2000, Mr. Reidy served as the Chief Financial Officer of the
National Basketball Association. Prior to joining AT&T in 2002, Mr. Vahidi
served in various management positions at American Airlines. He was the Managing
Director of Airline Profitability and Financial Analysis from 2000 to 2002, and
Managing Director of International Planning from 1998 to 2000.
The table below provides membership information for the AT&T audit
committee:
<Table>
<Caption>
NAME AUDIT
- ---- -----
Mr. Aldinger................................................ Member
Ms. Eickhoff-Smith.......................................... Member
Mr. Henkel.................................................. Member
Mr. Herringer............................................... Member
Mr. Madonna................................................. Chair
Mr. McHenry................................................. Member
</Table>
The AT&T board of directors has determined that both Mr. Herringer and Mr.
Madonna qualify as "audit committee financial experts" as defined by the
Securities and Exchange Commission (the SEC).
Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act)
requires AT&T's directors and executive officers, and persons who own more than
10 percent of a registered class of AT&T's equity securities, to file with the
SEC and the NYSE initial reports of ownership and reports of changes in
beneficial ownership of AT&T's equity securities.
To AT&T's knowledge, based upon the reports filed and written
representations that no other reports were required, during the fiscal year
ended December 31, 2004, none of AT&T's directors or executive officers
115
failed to file on a timely basis reports required by Section 16(a) of the
Exchange Act with the following exceptions: William J. Hannigan, one late report
of three positions; and Christopher R. Reidy, one late report of one position.
We have adopted a Code of Ethics for the Chief Executive Officer and Senior
Financial Officers which applies to our principal executive officer, principal
accounting officer and controller, principal financial officer and persons
performing similar functions. The Code is posted at our website www.att.com/ir.
Our Board did not grant a waiver of any ethics policy for any director or
executive officer in 2004.
ITEM 11. EXECUTIVE COMPENSATION
FIVE YEAR PERFORMANCE COMPARISON
The graph below provides an indicator of cumulative total shareholder
returns for AT&T common stock compared with the S&P 500 Stock Index (S&P 500)
and the S&P Composite 1500 Diversified Telecommunications Services Index
(Diversified Telecom Services).
(LINE GRAPH)
<Table>
<Caption>
- --------------------------------------------------------------------------------
DEC-99 DEC-00 DEC-01 DEC-02 DEC-03 DEC-04
- --------------------------------------------------------------------------------
AT&T common stock 100 35 47 34 28 28
- --------------------------------------------------------------------------------
S&P 500 100 91 80 62 80 89
- --------------------------------------------------------------------------------
Diversified Telecom
Services 100 62 54 36 35 38
- --------------------------------------------------------------------------------
</Table>
EXPLANATION
The graph assumes $100 invested on December 31, 1999, in AT&T common stock,
the S&P 500 and Diversified Telecom Services with the reinvestment of all
dividends, including the AT&T distribution to shareholders of AT&T Wireless
Services, Inc. (AWS) common stock on July 9, 2001, and Comcast Corporation
(Comcast) Class A common stock on November 18, 2002(1). For the purpose of this
chart, the AWS and Comcast distributions are treated as nontaxable cash
dividends that would have been converted into additional AT&T shares at the
close of business for AWS on July 9, 2001, and at the close of business for
Comcast on November 18, 2002. The number of shares of AT&T common stock
outstanding and per share data have been adjusted to reflect the one-for-five
reverse stock split effective on November 18, 2002.
- ---------------
FOOTNOTE:
(1) Data Source: S&P Compustat
116
EXECUTIVE COMPENSATION
AT&T BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Employee Benefits Committee (the Committee)
administers incentive compensation plans, including equity plans, and advises
the AT&T board of directors regarding employee benefit plans. The Committee also
establishes the compensation structure for senior managers, approves the
compensation of executive officers and makes recommendations to the AT&T board
of directors with respect to compensation of the Chief Executive Officer. In
2004, the AT&T board of directors approved the compensation of the named
executives in the Summary Compensation Table on page 122.
COMPENSATION PHILOSOPHY AND OBJECTIVES
AT&T operates in a very competitive, dynamic and challenging industry. AT&T
believes that the compensation programs for executives should be designed to
attract and retain individuals who possess the high-quality skills and talent
necessary to ensure AT&T's success. AT&T's compensation philosophy provides a
strong link between an executive's total earnings opportunity and AT&T's
short-term and long-term performance, based on the achievement of predetermined
financial targets and operational goals relative to AT&T's competitors, as well
as to an individual's contributions. The core principles underlying the
framework for the programs are as follows:
- Total compensation opportunities must be competitive yet
reasonable -- The value will be based on comparable companies' pay
opportunities and will be targeted at levels that will attract, motivate
and retain a highly skilled workforce and enable AT&T to compete with
other premier employers for the best talent.
- Pay must be performance-based -- A significant part of each executive's
compensation is directly linked to achieving specific results that
appropriately balance financial and operational performance measures and
stock price appreciation, creating shareowner value in the short and long
term.
- A significant portion of the total compensation opportunity should be
equity-based -- AT&T believes that an equity stake effectively aligns
employee and shareowner interests and provides proper motivation for
enhancing shareowner value.
The Committee feels confident that, with the assistance of compensation
consultants and through benchmarking, AT&T's salary, bonus and equity-based
programs enable us to effectively attract, retain and motivate a high-caliber
management team. In addition, the Committee believes that, by thoroughly
reviewing all elements of compensation, AT&T has fostered a competitive total
rewards package designed to promote its pay-for-performance philosophy.
CHANGES IN 2004
Beginning in 2003 and continuing into 2004, AT&T worked with an independent
outside consultant to conduct a comprehensive review of AT&T's compensation
philosophy and programs. AT&T engaged the consultant to act as AT&T's advisor
and report directly to us during the review process. Outcomes of the review in
2004 included the following:
- Revised AT&T's position on compensation -- Beginning in 2004, AT&T set an
objective to target pay levels at the median level of AT&T's peers when
performance meets the set targets. This represented a reduction from
AT&T's previous goal to be a premium payer in the market. With median pay
established as the baseline, actual pay should exceed the median level
only when AT&T's performance exceeds AT&T's targeted operational
objectives or the performance of AT&T's peer companies. Similarly, actual
pay should fall below the median when performance is below these
reference points. As a result, AT&T's compensation programs allow the
Committee to differentiate compensation levels by executive, based on
corporate performance, individual achievements and personal talents and
experience.
117
- Reaffirmed AT&T's peer groups for benchmarking purposes -- AT&T's peer
groups include companies with large market capitalization and large
telecommunications companies. The 2004 benchmarking analysis used data
disclosed in the proxy statements and available published surveys.
- Introduced a policy requiring officers and executives to accumulate and
hold targeted levels of common stock -- AT&T believes that compensation
programs fostering continued stock ownership effectively align executives
with the long-term interests of shareowners and the success of AT&T.
EXECUTIVE COMPENSATION COMPONENTS AND PRACTICES
AT&T's executive compensation program consists of four key components: base
salary; short-term (annual) incentives; long-term incentives (performance
shares, restricted stock or restricted stock units and stock options); and
certain other benefits and perquisites that are aligned with general market
practices. In addition, AT&T now requires officers and executives to accumulate
and hold targeted levels of common stock. The policies and practices for
determining executive compensation are described hereunder.
BASE SALARY
The Committee establishes pay guidelines for each of the executive officer
positions based on the following factors:
- Job responsibilities and scope,
- Competitive compensation of similar positions at comparable companies in
AT&T's peer groups, and
- AT&T's targeted pay position.
Within the established pay guidelines, each officer's salary is determined
based on the following factors:
- Strategic impact of the position,
- Expertise and level of experience required,
- Overall business performance, and
- Individual contributions.
Annual salary reviews are conducted each year to evaluate the individual
performance of senior executives. While overall salary increase funding is
sensitive to both market movement and AT&T's performance, individual salaries
are not necessarily adjusted each year. The base salaries for the AT&T executive
officers named in this report did not increase during 2004.
SHORT-TERM INCENTIVES
OVERVIEW
All executives are eligible to be considered for short-term incentives. The
annual bonus for executive officers is based on AT&T's key financial and
operational results as measured against targets for revenue, earnings (cash
flow, net income, or earnings before interest and taxes) and certain qualitative
measures of performance. (For 2004, earnings were evaluated based on AT&T's
achievement of pre-determined cash flow objectives.) Targets for these measures
are established in advance and reviewed and approved by the Committee.
AT&T also sets a minimum performance level that must be met before any
awards can be paid. If that minimum level is not achieved, no annual bonuses
will be paid. The final award amount depends on the actual level of performance
achieved in comparison to the targets. For 2004, 100% of the incentive pool
funding was determined by AT&T's overall performance.
However, AT&T has the discretion to make adjustments to ensure that award
payments reflect AT&T's true operating results. If performance is at or above
threshold, a market share modifier can be used to make an adjustment to the
incentive pool funding of between -10% and 10%, based on business unit market
share.
118
An individual's bonus target is expressed as a percentage of base salary.
Bonuses for 2004, which were paid in March 2005, could range from 50% to 200% of
the target award. Once the incentive pools are established, awards are allocated
to individuals as follows: 30% determined by the incentive pool funding formula
(described above) and 70% determined by the individual's performance against his
or her goals and objectives.
RESULTS FOR THE 2004 PERFORMANCE YEAR
AT&T's performance in 2004 was below target for the revenue goal and at
target for the earnings goal, based on AT&T cash flow performance. Additionally,
AT&T executed and gained revenue market share in key areas. As a result, the
bonus pool was funded slightly below target. Bonuses for 2004 were paid out in
March 2005.
LONG-TERM INCENTIVES
STRATEGY REVIEW
Long-term incentives provide a mechanism to reward executive officers for
maximizing long-term shareowner value. In 2002 and 2003, the Committee reviewed
AT&T's equity compensation strategy, specifically focusing on the following
factors:
- Effectiveness of the current stock option strategy,
- AT&T's yearly share usage for AT&T's long-term incentive awards as
compared to the AT&T common stock outstanding (AT&T's "run rate"),
- The potential dilutive impact of the equity programs, and
- The impact of the depressed stock prices within the telecommunications
industry.
As a result of the review, the Committee and management determined that a
new long-term incentive strategy combining only performance-based awards and
restricted stock units will:
- Strengthen AT&T's ability to attract, retain and motivate top talent and
performers,
- Provide a stronger link to performance than time-vested stock options,
- Better align the interests of AT&T's senior executives and shareowners,
- Provide a better opportunity for senior executives to acquire and hold
AT&T stock, and
- Lower the potential share usage levels by directly impacting the annual
run rate of shares and mitigating the potential long-term dilution
implications of 10-year stock options.
At the AT&T 2004 annual meeting, shareowners overwhelmingly approved the
AT&T 2004 Long Term Incentive Program. Awards under the program going forward
will be comprised of 70% performance-based awards and 30% restricted stock units
for all participants.
PERFORMANCE SHARES
2001-2003 Performance Share Plan
Performance shares are units equivalent in value to shares of AT&T common
stock. At the end of the performance cycle, performance shares are paid out
based upon the achievement of pre-set targets for corporate performance set by
the Committee. The performance share award approved by the Committee in 2001 for
the 2001-2003 performance period was paid out in 2004. The award was based on
three-year cumulative earnings per share and EBITDA (earnings before interest,
taxes, depreciation and amortization) results against pre-established targets
and relative total shareholder return, as measured against S&P 500 peer group
companies.
119
Based on AT&T's actual performance for the period covering 2001-2003, 100%
of the performance shares were earned and distributed as reported in the Summary
Compensation Table on page 122. Although actual earnings per share and EBITDA
were slightly above target, the funding was reduced to 100% of target because
AT&T's total shareholder return was below the 50th percentile of the S&P 500.
2004 Performance Share Plan
Under the 2004 plan, performance share units are to be granted annually,
with a three-year performance period. Awards are intended to be paid in shares.
An annual goal is set for each of the three years in the performance period
(2004-2006). The payout is based on the average performance over the three
years. This represents a change from the 2001-2003 plan, which had cumulative
goals for the three-year period. This change was made because in the dynamic
telecommunications industry, developing goals over extended periods of time is
challenging. The performance measures are revenue and earnings. Dividend
equivalents are accrued and paid in cash based on the award earned at the end of
the three-year performance period.
For performance at the threshold level, the plan pays out 50% of the target
award. For performance at the target level, the payout is 100%. At the maximum
level, the payout is 150%.
RESTRICTED STOCK UNITS
In 2004, all executives and officers were eligible to be considered for
restricted stock unit awards primarily for purposes of retention. Restricted
stock units are subject to forfeiture and may not be disposed of by the
recipient until certain restrictions established by the Committee lapse. For
restricted stock unit awards granted in 2004, 50% vest after year two, 25% vest
after year three, and 25% vest after year four. Dividend equivalents will be
paid quarterly in cash. Officers of AT&T are required to hold restricted stock
units for one full year after they are fully vested.
RUN RATE AND DILUTION MANAGEMENT
In addition to providing competitive individual grant levels, AT&T will
also monitor the annual share usage levels and resulting dilution to ensure
alignment with shareowner interests. As AT&T communicated to its shareowners
when the 2004 plan was approved, AT&T will target the annual share usage level
to approximately 0.9% of AT&T's common shares outstanding. The actual annual run
rate is expected to be as low as 0.77% or as high as 1.0% percent per year,
depending on the achievement of specified performance targets and objectives.
Overall, the shares granted in 2004 represent a run rate of 0.94% (at target
performance), while the projected run rate for 2005 is expected to be
approximately 0.8%.
PERQUISITES AND PERSONAL BENEFITS
In order to attract and retain key talent, AT&T provides certain
perquisites and benefits to senior executives, including the CEO and the other
named executives. These perquisites and benefits can include life insurance,
financial counseling, perquisite allowance, reimbursement for home and travel,
temporary living allowances and use of the AT&T aircraft for business. In
addition to the non-contributory pension plans that cover all management
employees, the senior executives also participate in the AT&T Non-Qualified
Pension Plan, and certain named executives are covered by individual
supplemental executive retirement plans.
The Committee periodically reviews the programs to ensure that their cost
and use are in line with competitive practices.
STOCK OWNERSHIP GUIDELINES
AT&T approved stock ownership guidelines in March 2004 (subject to
shareowner approval of the 2004 Long Term Incentive Program, which was received
in May 2004). The guidelines require that executives and officers own shares of
stock in AT&T. They are also required to hold shares from grants of restricted
stock units in 2004 and beyond for one year after vesting. The Committee
believes that achievement of meaningful
120
levels of stock ownership by executives and officers further advances the
interests of AT&T and its shareowners.
The chart below lists the stock ownership guidelines. Officers are expected
to achieve these ownership levels over five years (March 2005 to March 2009).
Stock holdings that count for purposes of meeting the guidelines include direct
stock purchases, shares or share equivalents held in employee benefit plans and
restricted shares.
<Table>
<Caption>
EXECUTIVE NUMBER OF SHARES
- --------- --------------------
Chief Executive Officer..................................... 350,000
President & COO............................................. 175,000
CFO & Vice Chairman......................................... 125,000
Business Unit President..................................... 75,000
Other Senior Staff officers................................. 11,000 - 60,000
(depending
on position)
Other Officers.............................................. 7,500
</Table>
COMPENSATION FOR THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF AT&T
Mr. Dorman has been AT&T's Chief Executive Officer since November 18, 2002.
His performance was reviewed by the Committee at the end of 2004 (as it is at
the end of each year) and discussed with the AT&T board of directors in
executive session. AT&T then made recommendations to the AT&T board of directors
concerning the annual cash component (base salary and annual bonus) and the
long-term component (performance shares and restricted stock units) of Mr.
Dorman's compensation. The AT&T board of directors approved the recommendations
based on the considerations discussed below.
BASE SALARY
Mr. Dorman's base salary is established based on competitive market rates
for a chief executive with his experience and record of accomplishment. During
its annual compensation survey and review process, the Committee reviews Mr.
Dorman's salary in comparison with the salaries of chief executive officers of
industry competitors and selected other large, market-capitalized companies in
AT&T's peer group. Based on the results of the 2004 competitive review and
AT&T's policy of not increasing officers' salaries in 2004, the AT&T board of
directors kept Mr. Dorman's salary at $1,325,000.
SHORT-TERM INCENTIVES
AT&T established aggressive market-based performance targets for annual
bonuses. Based on AT&T's 2004 revenue and earnings achieved, which were slightly
below target, and the addition of the market share modifier, as well as the
level of achievement on certain operational objectives, the AT&T board of
directors authorized an annual bonus for Mr. Dorman of $1,970,000. His bonus was
equal to the funding available in accordance with the annual bonus plan formula.
LONG-TERM INCENTIVES
During 2004, the AT&T board of directors granted Mr. Dorman 388,700
performance shares, as described in the Summary Compensation Table on page 122.
The AT&T board of directors also granted Mr. Dorman 166,600 restricted stock
units in May 2004. These grants are consistent with the provisions of the
programs that apply to the officers named in this report.
DEDUCTIBILITY CAP ON EXECUTIVE COMPENSATION
Section 162(m) of the Code generally disallows a tax deduction to public
companies, such as AT&T, for compensation in excess of $1 million paid to the
corporation's Chief Executive Officer and four other most highly compensated
executive officers. Section 162(m) of the Code provides that qualifying
performance-based compensation will not be subject to the deduction limit if
certain requirements are met. Elements of
121
compensation under the short-term incentive plan and 2001-2003 performance share
awards qualify for exemption from the annual limit on tax deductibility under
Section 162(m) of the Code. Awards of performance shares and restricted stock
units granted in 2004 are not expected to qualify. In addition, AT&T has a
salary and incentive award deferral plan that permits compensation deferred
under the plan to be exempt from the limit on tax deductibility.
IMPACT OF THE MERGER WITH SBC COMMUNICATIONS INC. (SBC)
On January 30, 2005, SBC and AT&T entered into a definitive agreement
pursuant to and in accordance with the terms and conditions of which AT&T would
be acquired by SBC. AT&T's benefit plans and programs will continue "business as
usual" through the closing of the merger, in accordance with their terms. Any
decisions regarding benefits after the close will be made by SBC. However, under
the merger agreement, SBC has agreed that employees and former employees, for a
period of time after the merger, will have compensation and benefit plans and
programs that are no less favorable in the aggregate than they have at AT&T.
This commitment will continue through the end of the plan year (generally
December 31) following the first anniversary of the closing. For example, if the
merger closes in 2006, the commitment will generally apply through December 31,
2007.
CONCLUSION
The Committee, with the assistance of AT&T's outside consultants, has
reviewed all compensation elements based on key benchmark and comparator data.
AT&T's review included base salaries, bonus arrangements, long-term incentive
awards and benefit programs. AT&T believes that its overall compensation levels
are appropriate and reasonable, and will allow it to continue attracting and
retaining key talent while meeting the overall objectives of its compensation
programs.
The Compensation and Employee
Benefits Committee
Kenneth T. Derr (Chairman)
William F. Aldinger
Frank C. Herringer
Shirley Ann Jackson
Tony L. White
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the Committee members were officers or employees of AT&T or any of
AT&T's subsidiaries or had any relationship requiring disclosure by AT&T under
Item 404 of the SEC's Regulation S-K during or prior to 2004.
SUMMARY COMPENSATION TABLE
Set forth below is the compensation of the Chairman of the Board and Chief
Executive Officer of AT&T and the four other most highly compensated individuals
who were executive officers of AT&T at the end of 2004, as measured by salary
and bonus. Compensation deferred at the election of the named executives is
included in the category (e.g., bonus, LTIP payouts) and year it would have
otherwise been reported had it not been deferred. Performance share
distributions are paid in the year subsequent to the three-year performance
period and are reported in the year paid.
Share and per share amounts have been adjusted to reflect the November 18,
2002, spin-off of AT&T Broadband and subsequent merger with Comcast, and AT&T's
November 18, 2002, one-for-five reverse stock split. Amounts shown represent the
dollar value on the date originally granted. Performance share cycles ending on
December 31, 2002, were adjusted for the AT&T Wireless Services (AWS) split-off,
and those ending on December 31, 2002, 2003 and 2004 were adjusted for the AT&T
Broadband spin-off in order to
122
preserve the economic value of the awards prior to such actions. Each holder of
such awards received an adjusted performance share award, which was subsequently
divided by five and rounded down to the nearest whole share, and a Comcast stock
unit award. The new Comcast stock unit award is paid in cash based on the value
of Comcast Corporation Class A common stock upon the completion of the
performance period of the original performance share award. Each AT&T stock
option award held by an active AT&T employee at the time of the AT&T Broadband
spin-off was divided by a factor of 0.3872 reflecting the ratio of the price of
AT&T common stock prior to the AT&T Broadband spin-off ($13.12) versus the
assumed price of AT&T common stock immediately after the AT&T Broadband spin-off
and prior to the AT&T one-for-five reverse stock split ($5.08), which was
calculated by dividing by five the price at which AT&T common stock actually
commenced trading after both the spin-off and the reverse stock split ($25.40).
All grant prices were multiplied by this same factor. To further adjust for the
one-for-five reverse stock split, the stock options were multiplied by 0.2 and
the grant price divided by 0.2. All shares were rounded down to the nearest
whole share and the grant prices rounded to four decimals.
<Table>
<Caption>
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION(2) AWARDS
---------------------------------------------- ---------------------------------
OTHER ANNUAL RESTRICTED STOCK
NAMED EXECUTIVES AND COMPENSATION(1) AWARD(S)(2) OPTIONS/SARS
PRINCIPAL POSITION AT AT&T YEAR SALARY($) BONUS($) ($) ($) (#) AT&T
- -------------------------- ---- --------- --------- --------------- ---------------- ------------
David W. Dorman........... 2004 1,325,000 1,970,000 1,163,514 2,773,890(a) 0
Chairman of the 2003 1,268,750 2,649,000 908,264 2,853,000 1,050,000
Board and CEO 2002 1,080,797 2,000,000 594,024 0 1,247,416
William J. Hannigan....... 2004 921,649 1,147,000 1,601,728 5,060,828(a)(b) 730,000
President and COO 2003 0 0 2,141 0 0
2002 0 0 0 0 0
Thomas W. Horton.......... 2004 700,000 697,000 212,960 1,192,140(a) 0
Vice Chairman 2003 625,000 940,000 142,625 1,141,200 520,000
and CFO 2002 280,000 600,000 1,371,367 0 519,110
Hossein Eslambolchi....... 2004 650,000 708,000 176,588 695,970(a) 0
President AT&T 2003 579,167 585,800 136,853 2,250,066 280,000
Global Network 2002 537,500 750,000 177,465 0 428,718
Technology Services --
AT&T CTO & CIO
James W. Cicconi.......... 2004 620,000 616,000 114,901 557,775(a) 0
General Counsel & 2003 605,000 840,300 125,086 951,000 350,000
Executive Vice President 2002 593,750 840,000 139,524 0 406,766
<Caption>
LONG-TERM COMPENSATION
---------------------------
PAYOUTS
---------
LTIP ALL OTHER
NAMED EXECUTIVES AND PAYOUTS COMPENSATION(3)
PRINCIPAL POSITION AT AT&T ($) ($)
- -------------------------- --------- ---------------
David W. Dorman........... 2,547,488 178,912
Chairman of the 707,090 3,341,283
Board and CEO 0 3,128,663
William J. Hannigan....... 0 4,319,038
President and COO 0 3,435
0 0
Thomas W. Horton.......... 0 404,804
Vice Chairman 0 418,403
and CFO 0 2,491,167
Hossein Eslambolchi....... 474,389 641,083
President AT&T 51,804 662,670
Global Network 56,691 673,207
Technology Services --
AT&T CTO & CIO
James W. Cicconi.......... 899,585 297,006
General Counsel & 134,419 82,261
Executive Vice President 268,564 376,970
</Table>
- ---------------
FOOTNOTES:
(1) Includes (i) payments of above-market interest on deferred compensation,
(ii) dividend equivalents with respect to long term compensation paid during
the year and (iii) tax payment reimbursements. In addition, includes the
aggregate incremental cost to AT&T of providing perquisites and personal
benefits to the named executive officers for the last three years. The
amounts reported for 2004 include: (a) financial counseling for Mr. Horton
in the amount of $20,800; and (b) personal use of corporate aircraft by the
named executive or members of the executive's family for Messrs. Dorman,
Hannigan and Horton in the amount of $507,639, $148,903 and $43,936,
respectively. The amounts reported for 2003 include: (a) financial
counseling for Mr. Horton in the amount of $13,670; (b) personal use of
corporate aircraft by the named executive or members of the executive's
family for Messrs. Dorman and Horton in the amount of $305,403 and $20,565,
respectively; and (c) car allowance for Mr. Horton in the amount of $16,800.
The amounts reported for 2002 include: (d) financial counseling for Mr.
Dorman in the amount of $80,740; (e) relocation for Mr. Horton in the amount
of $86,815; (f) personal use of corporate aircraft by the named executive or
members of the executive's family for Messrs. Dorman, Horton and Eslambolchi
in the amount of $109,115, $39,948 and $76,911, respectively.
(2) Restricted stock units were granted and remain outstanding as follows:
(a) On May 27, 2004, Messrs. Dorman, Hannigan, Horton, Eslambolchi and
Cicconi received restricted stock unit awards of 166,600, 110,350,
71,600, 41,800 and 33,500 units, respectively. These AT&T restricted
stock units vest 50% on May 27, 2006, 25% on May 27, 2007, and 25% on
May 27, 2008.
123
Dividend equivalents on the restricted stock units are paid in cash. The
value of these awards, as of the original grant date, is reflected in the
table.
(b) On January 5, 2004, Mr. Hannigan received a grant of 150,000 restricted
stock units. These AT&T restricted stock units vest 52,500 on January
31, 2005, 37,500 on November 30, 2005, 30,000 on January 31, 2006, and
30,000 on January 31, 2007. Dividend equivalents on the restricted
stock units are paid in cash. The value of these awards, as of the
original grant date, is reflected in the table.
The aggregate number (and value) with respect to each of the named
executives on December 31, 2004, for outstanding AT&T restricted stock
units were: Mr. Dorman, 316,600 ($6,034,396); Mr. Hannigan, 260,350
($4,962,271); Mr. Horton, 131,600 ($2,508,296); Mr. Eslambolchi, 160,100
($3,051,506); and Mr. Cicconi, 83,500 ($1,591,510).
(3) In 2004, includes (a) AT&T contributions to savings plans (Mr. Dorman
$8,200, Mr. Hannigan $8,200, Mr. Horton $8,200, Mr. Eslambolchi $8,200 and
Mr. Cicconi $8,200); (b) dollar value of the benefit of premiums paid for
universal life insurance policies (unrelated to term insurance coverage)
calculated on an actuarial basis (Mr. Dorman $55,962, Mr. Hannigan $34,138,
Mr. Horton $21,604, Mr. Eslambolchi $17,717 and Mr. Cicconi $22,670); (c)
payments equal to lost savings plan matching contributions caused by IRS
limitations (Mr. Dorman $42,750, Mr. Eslambolchi $15,166 and Mr. Cicconi
$16,136); (d) payment of $72,000 to Mr. Dorman and $15,000 to Mr. Hannigan
for temporary housing expenses; (e) special bonus payment of $710,000 to Mr.
Hannigan, equal to the target bonus from his prior employer; (f) hiring
bonus of $1,000,000 paid to Mr. Hannigan; (g) two special payments, each in
the amount of $525,850, to Mr. Hannigan, for replacement of restricted stock
from his prior employer; (h) special one-time payment of $1,500,000 to Mr.
Hannigan, associated with his transition and relocation to New Jersey; (i)
payment of a special retention bonus of $375,000 to Mr. Horton; (j) special
recognition payment of $600,000 to Mr. Eslambolchi; and (k) special
recognition payment of $250,000 to Mr. Cicconi.
AGGREGATED OPTION/STOCK APPRECIATION RIGHTS (SAR) EXERCISES IN 2004 AND YEAR
END VALUES
AT&T COMMON STOCK
<Table>
<Caption>
EXERCISABLE/UNEXERCISABLE(2)
---------------------------------
NUMBER OF AT&T $ VALUE OF AT&T
UNEXERCISED IN-THE-MONEY
NUMBER OF SHARES $ VALUE OPTIONS/SARS AT OPTIONS/SARS AT
NAME(1) ACQUIRED ON EXERCISE REALIZED YEAR END YEAR END
- ------- -------------------- -------- --------------- ---------------
David W. Dorman..................... 0 0 1,332,917 458,062
1,498,712 1,374,188
William J. Hannigan................. 0 0 0 0
730,000 0
Thomas W. Horton.................... 0 0 389,557 183,225
649,553 549,675
Hossein Eslambolchi................. 0 0 441,118 122,150
455,564 366,450
James W. Cicconi.................... 0 0 517,916 152,688
496,737 458,062
</Table>
- ---------------
FOOTNOTES:
(1) Includes the Chairman of the Board and Chief Executive Officer of AT&T and
the four other most highly compensated individuals who were executive
officers of AT&T at the end of 2004, as measured by salary and bonus.
(2) Share and per share amounts have been adjusted to reflect AT&T's April 15,
1999, three-for-two stock split; the distribution and split-off of AWS on
July 9, 2001; the spin-off of AT&T Broadband and
124
subsequent merger with Comcast on November 18, 2002; and AT&T's November 18,
2002, one-for-five reverse stock split, as described in "-- Summary
Compensation Table" above.
LONG TERM INCENTIVE PLANS -- AWARDS IN 2004
<Table>
<Caption>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE NON-STOCK PRICE BASED PLANS
NUMBER OF PERIOD UNTIL --------------------------------
PERFORMANCE MATURATION THRESHOLD TARGET MAXIMUM
NAME(1) SHARES OR PAYOUT (#) (#)(2) (#)
- ------- ----------- ------------ ---------- -------- --------
David W. Dorman......................... 388,700 2004-2006 194,350 388,700 583,050
William J. Hannigan..................... 257,450 2004-2006 128,725 257,450 386,175
Thomas W. Horton........................ 149,600 2004-2006 74,800 149,600 224,400
Hossein Eslambolchi..................... 97,300 2004-2006 48,650 97,300 145,950
James W. Cicconi........................ 77,800 2004-2006 38,900 77,800 116,700
</Table>
- ---------------
FOOTNOTES:
(1) Includes the Chairman of the Board and Chief Executive Officer of AT&T and
the four other most highly compensated individuals who were executive
officers of AT&T at the end of 2004, as measured by salary and bonus.
(2) In May 2004, the Performance Share Awards listed in the table were made. If
they remain named executives on December 31, 2006, the payout value of these
awards to Messrs. Dorman, Hannigan, Horton, Eslambolchi and Cicconi would be
(i) 0.13% of AT&T's net cash provided by operating activities for each year
in the performance period, divided by the total number of named executives
receiving payouts for the period ending December 31, 2006, or (ii) a lesser
amount, based on factors such as targets for AT&T's earnings, return to
equity, cash flow, revenue or total shareholder return for the period.
OPTION/SAR GRANTS IN 2004
<Table>
<Caption>
INDIVIDUAL GRANTS IN AT&T
------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/ GRANTED TO EXERCISE OR GRANT DATE
SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME(1) GRANTED(2) FISCAL YEAR ($/SHARE) DATE VALUE(4)($)
- ------- ---------- ------------ ----------- ---------- -----------
David W. Dorman.......... 0 0%
William J. Hannigan(3)... 730,000 100% 21.4050 01/05/2014 4,069,750
Thomas W. Horton......... 0 0%
Hossein Eslambolchi...... 0 0%
James W. Cicconi......... 0 0%
</Table>
- ---------------
FOOTNOTES:
(1) Includes the Chairman of the Board and Chief Executive Officer of AT&T and
the four other most highly compensated individuals who were named executives
of AT&T at the end of 2004, as measured by salary and bonus.
(2) In 2004, AT&T did not grant new stock option awards. Long-term incentives in
2004 consisted of performance shares (see "-- Long-Term Incentive
Plans -- Awards in 2004" above) and restricted stock units (see "-- Summary
Compensation Table" above).
(3) These options become exercisable to the extent of one-fourth of the grant on
the first, second, third and fourth anniversaries of the grant date,
respectively.
(4) The Black-Scholes option pricing model was chosen to estimate the Grant Date
Present Value of the options in this table. AT&T's use of this model should
not be construed as an endorsement of its accuracy
125
in valuing options. All stock option valuation models, including the
Black-Scholes model, require a prediction about the future movement of the
stock price. The following assumptions were made for purposes of calculating
the Grant Date Present Value on the grants awarded on January 5, 2004: an
option term of five years, volatility of 38%, dividend yield of 4.00% and
interest rate of 3.35%. The actual value, if any, of the options in this
table depends upon the actual performance of AT&T common stock during the
applicable period.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AGREEMENTS
David W. Dorman
AT&T entered into an employment agreement with Mr. Dorman dated December 1,
2000, with a term of employment ending December 31, 2002. The agreement is
subject to automatic annual renewals after that date unless either AT&T or Mr.
Dorman provide written notice to terminate at least 60 days prior to each
anniversary date. The agreement provided for compensation, incentive and
relocation arrangements that have been paid to Mr. Dorman. Mr. Dorman's current
compensation is set by the AT&T board of directors and is described in the
section entitled "-- Summary Compensation Table" above.
As part of his employment agreement, Mr. Dorman entered into a fully vested
supplemental pension arrangement with AT&T. Pursuant to such arrangement and a
2003 amendment, Mr. Dorman will receive an annual benefit (as defined)
commencing at his retirement based on a schedule that provides for a benefit
equal to a percentage of his final three-year average total cash compensation.
The benefit will be payable in stated reduced amounts for retirement prior to
2012. In the event of Mr. Dorman's involuntary termination following a Change in
Control (as defined), the schedule of supplemental pension benefits will be
accelerated by three years. Pension benefits payable under this arrangement will
be offset by any pension paid to Mr. Dorman by AT&T or any prior employer.
Mr. Dorman's agreement provides for certain entitlements in the event of
his termination from AT&T under specified circumstances. In the event of Mr.
Dorman's termination due to death or disability, Mr. Dorman, his beneficiaries,
or estate will be entitled to disability benefits in accordance with a
disability program then in effect for senior executives of AT&T, a prorated
portion of his target annual incentive award for the year in which his death or
disability occurs, the vesting and payout at target for each open long-term
incentive program performance share cycle prorated for the amount of time worked
in the applicable three-year cycle, financial counseling for one year, and
payment of survivor benefits under his supplemental pension arrangement. Mr.
Dorman's unvested equity awards vest, and stock options will be exercisable in
accordance with the terms of the grants applicable to death or disability.
In the event of a termination for cause, Mr. Dorman shall receive no
further compensation from AT&T as of his termination date, and all stock
options, performance shares, restricted shares, and restricted stock units,
whether unvested or vested but not exercised, shall be cancelled.
In the event of a voluntary resignation (as defined), Mr. Dorman will
forfeit all unvested equity awards and long-term incentives with respect to
uncompleted performance cycles. He will receive base salary through his date of
termination and vested stock options shall remain exercisable for 90 days after
termination or until the originally scheduled expiration date, if earlier. Mr.
Dorman, to the extent not eligible for retiree medical benefits from AT&T, will
be eligible for benefits under the then-applicable AT&T Separation Medical Plan
offered to certain former senior managers under the terms and conditions of that
plan and will be responsible for a portion of the annual premium for this
coverage.
In the event of an AT&T-initiated termination for other than cause or a
Good Reason termination (as defined), Mr. Dorman will be provided base salary
through the date of termination, a prorated annual incentive award at target for
the year of termination, a severance payment equal to two times the annual base
salary and target annual incentive award for the year of termination, payment of
benefits under his supplemental pension arrangement based on the amount of the
benefits accrued, accelerated vesting of all outstanding unvested restricted
shares and restricted stock units, performance shares and stock units will
continue to vest, and continuation of his Executive Life Insurance. Under the
terms of the Senior Officer
126
Separation Plan under which Mr. Dorman is a covered executive, he will be
provided the following: all outstanding unvested AT&T stock options vest and,
together with already vested options, will be exercisable for the remainder of
the original term of each grant, financial counseling for two years, telephone
reimbursement under the AT&T Toll Discount Program, transition counseling and,
to the extent not eligible for retiree medical benefits from AT&T, will be
eligible for coverage under the AT&T Separation Medical Plan offered to certain
former senior managers under the terms and conditions of that plan.
Mr. Dorman's agreement provides that, in the event of a Change in Control
(as defined) of AT&T, severance payments to him shall be governed by the Change
in Control provisions, applicable to senior executives named by the AT&T board
of directors as participants in the Senior Officer Separation Plan.
Mr. Dorman's agreement (in addition to a standing resolution of the AT&T
board of directors) provides for his unlimited use of AT&T's aircraft for
personal travel by him and his immediate family members that accompany him, and
to the extent this results in imputed income, AT&T will provide him with a tax
gross-up payment.
William J. Hannigan
AT&T entered into an employment agreement with Mr. Hannigan dated April 26,
2004, with a term of employment from December 2, 2003, through December 1, 2006,
with automatic annual renewals thereafter. The agreement provided for his
participation in employee benefit plans on the same terms as other senior
executives, and for a base salary not less than $925,000, a target annual bonus
of 125% of base salary, a long-term incentive grant of 257,450 performance
shares covering the 2004-2006 performance period and 110,350 restricted stock
units vesting 50% after year two, 25% after years three and four.
To address certain forfeitures experienced when Mr. Hannigan left his
previous employer and to incent him to join us, the agreement provided for a
hiring bonus and a Supplemental Executive Retirement Plan (SERP). Pursuant to
the SERP, Mr. Hannigan will receive an annual benefit (as defined) commencing at
his retirement based on a schedule that provides for a benefit equal to a
percentage of his final three-year average total cash compensation. The benefit
will be payable in stated reduced amounts for retirement prior to 2024. The SERP
vests on December 2, 2008; prior to that date the SERP vests in the event of
AT&T-initiated termination for other than Cause (as defined), death, disability
termination for Good Reason (as defined), or if AT&T is subject to a Change in
Control (as defined). For AT&T-initiated termination for other than Cause or
termination for Good Reason within two years following a Change in Control, the
schedule of supplemental pension benefits will be accelerated by three years.
Pension benefits payable under this arrangement will be offset by any pension
paid to Mr. Hannigan by AT&T or any prior employer. Mr. Hannigan also received
cash, stock options and restricted stock units to replace benefits forfeited by
leaving his prior employer. Mr. Hannigan's agreement provided for a special
one-time payment associated with his transition and relocation to New Jersey,
and a special temporary living allowance until his Texas home sold.
Mr. Hannigan is entitled to use the corporate aircraft for business and
personal use, pursuant to current authorizations. Mr. Hannigan is allowed to use
a financial counselor of his choice for whom AT&T will pay fees, impute income
and provide tax gross-ups within the limits of the AT&T Senior Management
Financial Counseling Program.
Mr. Hannigan's agreement provides in the event of his termination from AT&T
at or before the end of its term, other than due to voluntary resignation or
Cause (as defined in the Senior Officer Separation Plan), he will be entitled to
his base salary through the date of termination, a prorated annual incentive
award at target for the year of termination, and treatment under the employee
benefit plans in accordance with the terms and conditions of such plans.
In addition to the above entitlements, in the event of an AT&T-initiated
termination or termination for Good Reason (as defined), Mr. Hannigan will be
entitled to the benefits of the AT&T Senior Officer Separation Plan provisions
(as defined), a vesting of the SERP and the January 5, 2004, grant of restricted
stock units. In the event of Mr. Hannigan's termination resulting from death or
disability, Mr. Hannigan, his beneficiaries, or estate will be entitled to
disability benefits in accordance with a disability program then in
127
effect for senior executives of AT&T, his equity awards will be administered in
accordance with the terms of each grant, and the SERP will vest.
Thomas W. Horton
AT&T entered into an employment agreement with Mr. Horton dated June 10,
2002, with a term of employment from June 13, 2002, through June 15, 2006, with
automatic annual renewals thereafter. The agreement provided for his
participation in employee benefit plans on the same terms as other senior
executives, and for compensation, incentive and relocation arrangements that
have been paid to Mr. Horton. Mr. Horton's compensation is set by the
Compensation and Employee Benefits Committee and is described under the section
entitled "-- Summary Compensation Table" above.
Mr. Horton's agreement provides for certain entitlements in the event of
his termination from AT&T under specified circumstances. In the event Mr. Horton
is terminated at or before the end of the term of the agreement, Mr. Horton will
be paid his base salary through the date of termination pursuant to his
agreement, his equity awards will be treated in accordance with the terms of the
grants, and he will be treated under the employee benefit plans in accordance
with the terms and conditions of such plans. In the event of an AT&T-initiated
termination for other than cause or a Good Reason termination, Mr. Horton will
be entitled to the benefits of the AT&T Senior Officer Separation Plan
provisions (as defined).
In the event of Mr. Horton's termination resulting from death or
disability, Mr. Horton, his beneficiaries, or estate will be entitled to
disability benefits in accordance with a disability program then in effect for
senior executives of AT&T, his target annual incentive award for the year in
which his death or disability resulted in his termination of employment
(prorated for the total period of eligibility calculated as of his date of death
or disability termination), and financial counseling for one year.
AT&T entered into an agreement with Mr. Horton on July 29, 2003, that
provides a special individual non-qualified pension arrangement pursuant to
which Mr. Horton will receive an annual benefit (as defined) commencing at his
retirement. The arrangement vests upon the earliest of January 1, 2008, death,
disability, Good Reason termination, termination initiated by us (for other than
cause), or Change in Control (as defined). Pension benefits payable under this
arrangement will be offset by any pension paid by to Mr. Horton by AT&T or any
prior employer.
Hossein Eslambolchi
AT&T entered into an employment/retention agreement with Mr. Eslambolchi on
January 5, 2001, that provided for retention payments paid in 2001 and 2002. Mr.
Eslambolchi is required to repay AT&T if he voluntarily resigns other than for
Good Reason or is terminated for cause (each as defined) prior to January 8,
2006. On July 24, 2003, AT&T entered into a special incentive agreement with Mr.
Eslambolchi pursuant to which Mr. Eslambolchi received two special incentive
awards, each in the amount of $600,000, based on the attainment of performance
metrics for the years 2003 and 2004. The payments were made in January 2004 and
January 2005.
James W. Cicconi
AT&T entered into an employment agreement with Mr. Cicconi dated July 29,
1998. The agreement provided for his participation in employee benefit plans on
the same terms as other senior executives, and for compensation and incentive
arrangements that have been paid to Mr. Cicconi. Mr. Cicconi's compensation is
set by the Compensation and Employee Benefits Committee and is described in the
section entitled "-- Summary Compensation Table" above.
SENIOR OFFICER SEPARATION PLAN
In 1997, AT&T adopted the Senior Officer Severance Plan, since renamed the
Senior Officer Separation Plan, or Separation Plan, for Senior Officers named by
the AT&T board of directors as participants. Under the Separation Plan, if
covered executives (i) are terminated by us for other than cause (as defined in
the
128
Separation Plan) or (ii) self-initiate termination for Good Reason (as defined
in the Separation Plan), they will be provided a severance payment equivalent to
two times the sum of their base salary plus target annual incentive in effect at
termination. The severance amount payable may be deferred for five years with up
to five annual payments thereafter. Deferred amounts will be credited with
interest based on the interest rate formula in effect for the Senior Management
Incentive Award Deferral Plan on the Separation Plan effective date, October 9,
1997. In addition, covered executives who terminate under the terms of the
Separation Plan will be entitled to certain other post-termination benefits that
are generally made available from time to time to retired executive officers and
senior managers. The Separation Plan was amended and restated as of January 1,
2003, to provide enhanced severance payments in the event of a Change in
Control, as approved by the AT&T board of directors in October 2000, and to
provide protection in the form of a gross-up in the event payments are subject
to excise tax under Sections 280G and 4999 of the Internal Revenue Code. In the
event of a Change in Control, as such term is currently defined in the 2004
Plan, the severance payment provided to a covered executive terminated within
two years following such Change in Control will be the sum of three times base
salary plus three times target annual incentive.
Messrs. Dorman, Hannigan, Horton, Eslambolchi and Cicconi are all covered
executives under the Separation Plan.
PENSION PLANS
AT&T maintains the AT&T Management Pension Plan, a non-contributory pension
plan that covers all management employees, including the named executives listed
in the " -- Summary Compensation Table" above. The normal retirement age under
this plan is 65; however, retirement before age 65 can be elected under certain
conditions.
The AT&T Management Pension Plan was amended in 1997 to update the adjusted
career average pay formula for computing pensions. Effective August 1, 1997, the
adjusted career average pay formula was 1.6% of the average annual pay for the
three years ending December 31, 1996, times the lesser of (a) 105% of the number
of years of service prior to January 1, 1997, or (b) the number of years of
service prior to January 1, 1997, plus one. Only the base salary was taken into
account in the formula used to compute pension amounts for the named executives
and other officers under the adjusted career average pay formula. No service or
compensation after December 31, 1996, was used to calculate an employee's normal
retirement benefit under the adjusted career average pay formula.
Effective January 1, 1998, the AT&T Management Pension Plan was further
amended to convert the plan to a cash balance design. Under the new design, a
hypothetical cash balance account was established for each participant for
record-keeping purposes. Each year a participant's cash balance account is
credited with (a) a pay credit based on the participant's age and eligible pay
for that year and (b) an interest credit based on the participant's account
balance as of the end of the prior year. Effective January 1, 1998, an eligible
participant's cash balance account received an initial credit based on a
conversion benefit equal to the participant's normal retirement benefit under
the adjusted career average pay formula described above multiplied by a
conversion factor based on the participant's age as of December 31, 1996. The
initial pay credit was made as of January 1, 1998, based on the participant's
eligible pay for 1997, and the initial interest credit was made as of January 1,
1998, based on the conversion benefit. Only base salary is considered eligible
pay under the cash balance design for the named executives and other officers.
Interest credits are calculated at the effective annual rate of 7% for calendar
years 1997, 1998, 1999 and 2000; 5.5% for calendar years 2001 and 2002; and 4%
thereafter. Under the cash balance design, a participant's benefit is determined
by projecting interest credits to his or her cash balance account to age 65,
converting the projected cash balance account to an annuity, and reducing that
annuity for early commencement. A participant's benefit under the plan after
conversion to the cash balance design will be no less than the benefit
calculated under the career average pay formula as adjusted in 1997.
Federal laws place limitations on pensions that may be paid from the
pension trust related to the AT&T Management Pension Plan. Pension amounts based
on the AT&T Management Pension Plan formula that exceed the applicable
limitations will be recorded as an operating expense.
129
AT&T also maintains the AT&T Non-Qualified Pension Plan. Under the plan,
annual pensions for Messrs. Cicconi, Dorman, Eslambolchi, Hannigan and Horton
and other officers are computed based on actual annual bonus awards under AT&T's
Short-Term Incentive Plan. Pension benefits under this plan will commence at the
same time as benefits under the AT&T Management Pension Plan. The annual pension
amounts payable under this plan are equal to no less than the greater of the
amounts computed under the Basic Formula or Alternate Formula that were amended
in 1997 and are described below.
Basic Formula
For the three-year period ending December 31, 1996, 1.6% of the average of
the actual annual bonus awards times the lesser of (a) 105% of the number of
years of service prior to January 1, 1997, or (b) the number of years of service
prior to January 1, 1997, plus one.
Alternate Formula
The excess of (a) 1.7% of the adjusted career average pay over (b) 0.8% of
the covered compensation base times the lesser of (i) 105% of the number of
years of service prior to January 1, 1997, or (ii) the number of years of
service prior to January 1, 1997, plus one, minus the benefit calculated under
the AT&T Management Pension Plan formula (without regard to limitations imposed
by the Internal Revenue Code). For purposes of this formula, adjusted career
average pay is the average annual compensation for the three-year period ending
December 31, 1996, without regard to the limitations imposed by the Internal
Revenue Code. The covered compensation base used in this formula is the average
of the maximum wage amount for which an employee was liable for Social Security
Tax for each year beginning with 1961 and ending with 1996. In 1996, the covered
compensation base was $27,600.
No service or compensation after December 31, 1996, is used to calculate an
employee's normal retirement benefit under the Basic Formula or Alternate
Formula.
Effective January 1, 1998, the AT&T Non-Qualified Pension Plan was further
amended to convert the plan to a cash balance pension design. Under the new
design, a hypothetical cash balance account is established for each participant
for record-keeping purposes. Each year a participant's cash balance account is
credited with (a) an award credit based on the participant's age and short-term
award paid in that year and (b) an interest credit based on the participant's
account balance as of the end of the prior year. Effective January 1, 1998, an
eligible participant's cash balance account received an initial credit based on
a conversion benefit equal to the participant's normal retirement benefit under
the Basic Formula described above multiplied by a conversion factor based on the
participant's age as of December 31, 1996. The initial award credit was made as
of January 1, 1998, based on the participant's short-term award paid in 1997,
and the initial interest credit was made as of January 1, 1998, based on the
conversion benefit. Interest credits are calculated at the effective annual rate
of 7% for calendar years 1997, 1998, 1999 and 2000; 5.5% for 2001 and 2002; and
4% thereafter. Under the cash balance design, a participant's benefit is
determined by projecting interest credits to his or her cash balance account to
age 65, converting the projected cash balance account to an annuity, and
reducing that annuity for early commencement in the same manner as under the
AT&T Management Pension Plan.
Officers and certain other management employees who were hired at age 35 or
over prior to January 1, 1997, are covered by a supplemental AT&T Mid-Career
Pension Plan. For qualified managers retiring with at least five years at a
senior level, the plan provides additional credits at approximately one-half the
rate in the AT&T Management Pension Plan. The number of credits is equal to the
lesser of (i) actual years of net credited service at retirement or (ii) the
employee's age at the time of hire minus 30. Benefits under the Mid Career
Pension Plan were frozen as of December 31, 1996. In addition, the AT&T
Mid-Career Pension Plan was amended to provide that liability with respect to
officers actively employed on January 1, 1998 be transferred to the AT&T
Non-Qualified Pension Plan and converted to cash balance as described above.
Pension amounts under the AT&T Management Pension Plan formula, the AT&T
Non-Qualified Pension Plan or the AT&T Mid-Career Pension Plan are not subject
to reductions for Social Security Benefits or other offset amounts. If Messrs.
Cicconi, Dorman, Eslambolchi, Hannigan and Horton continue in the
130
positions as previously stated and retire at the normal retirement age of 65,
the estimated annual pension amount payable under the AT&T Management Pension
Plan formula and the AT&T Non-Qualified Pension Plan would be $678,200,
$1,946,300, $1,062,900, $1,712,900 and $1,479,800, respectively. Amounts shown
are straight life annuity amounts not reduced by a joint and survivorship
provision that is available to these officers.
In 1997, AT&T began purchasing annuity contracts to satisfy the AT&T
unfunded obligations to retired officers under the AT&T Non-Qualified Pension
Plan. In the event AT&T purchases an annuity contract for any of the named
executives, the pension payments for such officer would vary from those set
forth above. In such instance there would be a tax gross-up payment to the
officer, and annuity benefits paid by the annuity provider would be reduced to
offset the tax gross-up payment. The after-tax pension benefit would be the same
as the after-tax benefit the participant would otherwise have received under the
AT&T Non-Qualified Pension Plan. Receipt of the annuity is contingent on the
signing of a two-year non-competition agreement that, should competitive
activity occur within the two-year period, gives us the right to seek injunctive
relief and to recapture any amounts already paid out under the annuity contract.
As part of his employment agreement described above, AT&T entered into a
supplemental pension arrangement with Mr. Dorman in 2000 which was amended in
2003. The pension arrangement provides an annual benefit equal to 31.1% of his
final three-year average total cash compensation for a 2004 retirement, up to a
benefit equal to 60% of such compensation for a retirement in 2012 or later,
offset by other pension benefits paid by AT&T or prior employers. Pursuant to
Mr. Dorman's arrangement, if he continues in his position as previously stated
and retires at the normal retirement age of 65, the estimated annual pension
amount payable under the agreement that supplements the annual pension amount
payable under the AT&T Management Pension Plan and the AT&T Non-Qualified
Pension Plan, but prior to offsets, if any, due to pension benefits payable by
former employers, would be $1,779,700.
AT&T entered into a supplemental pension arrangement with Mr. Hannigan in
2004. The pension arrangement provides an annual benefit equal to 10% of his
final three-year average total cash compensation for a 2004 retirement, up to a
benefit equal to 50% of such compensation for a retirement in 2024 or later,
offset by other pension benefits paid by AT&T or prior employers. Pursuant to
Mr. Hannigan's arrangement, if he continues in his position as previously stated
and retires at the normal retirement age of 65, the estimated annual pension
amount payable under the agreement that supplements the annual pension amount
payable under the AT&T Management Pension Plan and the AT&T Non-Qualified
Pension Plan, but prior to offsets, if any, due to pension benefits payable by
former employers, would be $783,400.
AT&T entered into a supplemental pension arrangement with Mr. Horton in
2003. The pension arrangement provides an annual benefit equal to 6% of his
final three-year average total cash compensation for a 2004 retirement, up to a
benefit equal to 50% of such compensation for a retirement in 2026 or later,
offset by other pension benefits paid by AT&T or prior employers. Pursuant to
Mr. Horton's arrangement, if he continues in his position as previously stated
and retires at the normal retirement age of 65, the estimated annual pension
amount payable under the agreement that supplements the annual pension amount
payable under the AT&T Management Pension Plan and the AT&T Non-Qualified
Pension Plan, but prior to offsets, if any, due to pension benefits payable by
former employers, would be $513,900.
COMPENSATION OF DIRECTORS
In 2004, independent non-employee directors received an annual retainer of
$70,000. The chairperson of the Audit Committee received an additional annual
retainer of $25,000. The chairpersons of the Compensation and Employee Benefits
Committee and the Governance and Nominating Committee each received an
additional annual retainer of $10,000. No fees are paid for attendance at
regularly scheduled board and committee meetings. Directors received a fee of
$1,500 for each special board or committee meeting attended. Each director had
the option of either deferring his or her annual retainer, chair fees and
special meeting fees (pursuant to the Deferred Compensation Plan for
Non-Employee Directors) or receiving their fees as cash payments. Under the
Deferred Compensation Plan for Non-Employee Directors, directors may elect to
defer the receipt of all or part of their cash retainer and other compensation
into the AT&T common stock portion
131
or the cash portion of the deferred compensation account. The AT&T common stock
portion (the value of which is measured from time to time by the market value of
AT&T common stock) is credited quarterly with a number of deferred shares of
AT&T common stock equivalent in market value to the amount of the quarterly
dividend on the shares also then credited in the accounts. The cash portion of
the deferred compensation account earns interest, compounded quarterly, at an
annual rate equal to the average interest rate for 10-year United States
Treasury Notes for the previous quarter, plus 5%, for amounts deferred prior to
January 1, 2001, and plus 2% for amounts deferred on or after January 1, 2001.
The American Jobs Creation Act of 2004 has imposed new restrictions on deferred
compensation plans including the Deferred Compensation Plan for Non-Employee
Directors.
Each independent non-employee director received an additional award of AT&T
restricted stock units equal in value to $100,000 on the date of the grant, May
27, 2004. These awards are in addition to the already existing awards of AT&T
restricted stock units equal in value to $100,000 on the date of grant: February
23, 2004, for Mr. Henkel; July 16, 2003, for Mr. Aldinger; and June 11, 2003,
for all other non-employee directors. The awards granted on May 27, 2004, vest
50% on the second anniversary of the grant date and 25% on each of the third and
fourth anniversaries of the grant date. The earlier awards vest upon a
director's retirement from the AT&T board of directors. The restricted stock
units awarded to non-employee directors pay dividend equivalents quarterly in
cash.
AT&T also provides independent non-employee directors with travel accident
insurance when on AT&T's business and complimentary telecommunications services.
An independent non-employee director may also enroll in a Directors' Universal
Life Insurance Program sponsored by AT&T at no cost to the independent
non-employee director. The life insurance benefit under the Directors' Universal
Life Insurance Program will continue after the independent non-employee
director's retirement from the AT&T board of directors.
The total premiums during 2004 for these policies were $500 for travel
accident insurance and $33,090 for group life insurance. The value of
telecommunications services received, or for which reimbursement was provided,
together with amounts necessary to offset the directors' applicable tax
liabilities resulting from such services and benefits, computed at maximum
marginal rates, averaged $5,447 per non-employee director in 2004.
132
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREOWNER MATTERS
STOCK OWNERSHIP OF AT&T MANAGEMENT AND DIRECTORS
The following table sets forth information concerning the beneficial
ownership of AT&T common stock, as of March 1, 2005, for (a) each current
director elected to the AT&T board of directors in 2004 and each nominee for
election as a director in 2005; (b) each of the executives named in the Summary
Compensation Table (the named executives) not listed as a director; and (c)
directors and executive officers as a group. No director or executive officer
owns any AT&T preferred shares. Except as otherwise noted, the nominee or family
members had sole voting and investment power with respect to such securities.
<Table>
<Caption>
NUMBER OF SHARES
-------------------------------------------------------------------
OTHER COMMON PERCENT
NAME BENEFICIALLY OWNED(1) STOCK EQUIVALENTS(2) TOTAL OF CLASS
---- --------------------- -------------------- --------- --------
(A)
---
William F. Aldinger.......... 3,000 11,926 14,926 *
Kenneth T. Derr.............. 3,835(3) 30,776 34,611 *
David W. Dorman.............. 1,752,318(4) 462,700 2,215,018 *
M. Kathryn Eickhoff-Smith.... 4,245(5) 21,168 25,413 *
Herbert L. Henkel............ 0 16,558 16,558 *
Frank C. Herringer........... 17,936(6) 18,970 36,906 *
Shirley Ann Jackson.......... 2,511(7) 20,571 23,082 *
Jon C. Madonna............... 3,901(8) 12,823 16,724 *
Donald F. McHenry............ 3,726(9) 26,528 30,254 *
Tony L. White................ 3,901(10) 17,882 21,783 *
</Table>
<Table>
<Caption>
NUMBER OF SHARES
-------------------------------------------------------------------
OTHER COMMON PERCENT
NAME BENEFICIALLY OWNED(1) STOCK EQUIVALENTS(2) TOTAL OF CLASS
- ---- --------------------- -------------------- --------- --------
(B)
- ---
James W. Cicconi............. 615,663(11) 112,800 728,463 *
Hossein Eslambolchi.......... 502,731(12) 211,400 714,131 *
William J. Hannigan.......... 218,002(13) 299,950 517,952 *
Thomas W. Horton............. 399,576(14) 187,900 587,476 *
</Table>
<Table>
<Caption>
OTHER COMMON PERCENT
NAME BENEFICIALLY OWNED(1) STOCK EQUIVALENTS(2) TOTAL OF CLASS
- ---- --------------------- -------------------- --------- --------
(C)
- ---
Directors and Executive
Officers as a group (19
persons).................. 4,500,619(15) 1,730,762(16) 6,231,381 *
</Table>
- ---------------
* Less than one percent
FOOTNOTES:
(1) As of March 1, 2005, no individual director or nominee for director or
named executive beneficially owned 1% or more of AT&T's outstanding common
shares, nor did the directors and executive officers as a group.
133
(2) Includes share units held in deferred compensation accounts that do not
constitute beneficially owned securities and restricted stock units. The
number of restricted stock units owned by each non-employee director is as
follows:
<Table>
William F. Aldinger..................................... 11,221 restricted stock units
Kenneth T. Derr......................................... 11,077 restricted stock units
M. Kathryn Eickhoff-Smith............................... 11,077 restricted stock units
Herbert L. Henkel....................................... 11,088 restricted stock units
Frank C. Herringer...................................... 11,077 restricted stock units
Shirley Ann Jackson..................................... 11,077 restricted stock units
Jon C. Madonna.......................................... 11,077 restricted stock units
Donald F. McHenry....................................... 11,077 restricted stock units
Tony L. White........................................... 11,077 restricted stock units
</Table>
The number of restricted stock units owned by Mr. Dorman and each of
AT&T's other named executives as of March 1, 2005, is the number set forth
in the column "Other Common Stock Equivalents."
(3) Includes beneficial ownership of 2,745 shares that may be acquired within
60 days pursuant to stock options awarded under a non-employee director
incentive compensation plan.
(4) Includes beneficial ownership of 1,521,007 shares that may be acquired
within 60 days pursuant to stock options awarded under employee incentive
compensation plans.
(5) Includes 1,000 shares held in an IRA account and 100 shares held in a Keogh
account. Also includes 200 shares held by a trust, as to which Ms.
Eickhoff-Smith has disclaimed beneficial ownership. In addition, includes
beneficial ownership of 2,745 shares that may be acquired within 60 days
pursuant to stock options awarded under a non-employee director incentive
compensation plan.
(6) Includes 10,000 shares held by trusts, 4,000 shares held in an IRA account,
1,000 shares held in a Keogh account for his spouse, 200 shares held by
trusts for each of his two daughters, 100 shares held by a trust for his
niece, and five shares held by a trust for his spouse. Also includes 30
shares held in a custodial account as to which Mr. Herringer has disclaimed
beneficial ownership. In addition, includes beneficial ownership of 2,401
shares that may be acquired within 60 days pursuant to stock options
awarded under a non-employee director incentive compensation plan.
(7) Includes 78 shares owned by Dr. Jackson's spouse. Dr. Jackson has
disclaimed beneficial ownership of these shares. Also includes beneficial
ownership of 2,433 shares that may be acquired within 60 days pursuant to
stock options awarded under a non-employee director incentive compensation
plan.
(8) Includes beneficial ownership of 1,501 shares that may be acquired within
60 days pursuant to stock options awarded under a non-employee director
incentive compensation plan.
(9) Includes 381 shares held in a Keogh account. In addition, includes
beneficial ownership of 2,745 shares that may be acquired within 60 days
pursuant to stock options awarded under a non-employee director incentive
compensation plan.
(10) Includes beneficial ownership of 2,401 shares that may be acquired within
60 days pursuant to stock options awarded under a non-employee director
incentive compensation plan.
(11) Includes beneficial ownership of 581,624 shares that may be acquired within
60 days pursuant to stock options awarded under employee incentive
compensation plans.
(12) Includes 0.6 shares held in a 401(k) account. Also includes beneficial
ownership of 497,168 shares that may be acquired within 60 days pursuant to
stock options awarded under employee incentive compensation plans.
(13) Includes 150 shares held in an IRA account, 100.7394 shares held by a trust
for his son, and 100 shares held by a trust for his daughter. In addition,
includes beneficial ownership of 182,500 shares that may be acquired within
60 days pursuant to options awarded under employee incentive compensation
plans.
134
(14) Includes beneficial ownership of 389,557 shares that may be acquired within
60 days pursuant to stock options awarded under employee incentive
compensation plans.
(15) Includes beneficial ownership of 4,108,901 shares that may be acquired
within 60 days pursuant to stock options awarded under employee and
non-employee director incentive compensation plans.
(16) Includes 1,546,310 restricted stock units and 84,605 share units held in
deferred compensation accounts.
BENEFICIAL OWNERSHIP OF MORE THAN 5% OF AT&T COMMON STOCK
The following table sets forth information as to the beneficial ownership
of AT&T common stock by each person or group known by AT&T, based on filings
pursuant to Section 13(d) or (g) under the Exchange Act, to own beneficially
more than 5% of the outstanding shares of AT&T common stock as of December 31,
2004.
<Table>
<Caption>
NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES CLASS
- ------------------------------------ ----------- ----------
Capital Research and Management Company..................... 111,633,100(1) 14.0%
333 South Hope Street
Los Angeles, CA 90071
Dodge & Cox................................................. 103,261,885(2) 13.0%
555 California Street
40th Floor
San Francisco, CA 94104
</Table>
- ---------------
FOOTNOTES:
(1) Based on a Schedule 13G/A filed on February 11, 2005, by Capital Research
and Management Company, an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, Capital Research is deemed to be the
beneficial owner, as a result of acting as investment advisor to various
companies, and has sole dispositive power with respect to 111,633,100 shares
or approximately 14.0% of AT&T's outstanding shares of common stock.
(2) Based on a Schedule 13G/A filed February 10, 2005, Dodge & Cox beneficially
owned these shares on behalf of clients that may include investment
companies registered under the Investment Company Act and/or employee
benefit plans, pension funds, endowment funds or other institutional
clients. Dodge & Cox has sole voting power for 96,589,398 shares, shared
voting power for 1,641,180 shares, sole dispositive power for 103,261,885
shares and no shared dispositive power for any of the shares.
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information as of December 31, 2004,
relating to equity compensation plans.
<Table>
<Caption>
(A) (B) (C)
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
ISSUED UPON EXERCISE OF EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS(2) WARRANTS AND RIGHTS(2) REFLECTED IN COLUMN(A))(2)
- ------------- -------------------------- ---------------------- --------------------------
SHARES IN THOUSANDS
Equity compensation
plans approved by
shareholders....... 108,308 $36.0501 30,758
Equity compensation
plans not approved
by
shareholders(1).... 0 $ 0 0
Total................ 108,308 $36.0501 30,758
</Table>
135
- ---------------
FOOTNOTES:
(1) With respect to equity compensation plans that AT&T has assumed in
connection with mergers, acquisitions or consolidations, the aggregate
number of shares of AT&T common stock to be issued upon exercise of
outstanding options, warrants and rights outstanding under such plans on
December 31, 2004, was 4,072,538 shares and the weighted average exercise
price of such outstanding options, warrants and rights was $39.1219. These
shares were granted under plans administered by companies acquired by AT&T
and upon acquisition no longer provided shares for future grants. Each of
these acquired plans was approved by shareholders of companies acquired by
AT&T except for the US WEST Media Group 1997 Stock Option Plan and the
MediaOne Group 1999 Supplemental Stock Plan.
(2) AT&T's 1997 Long Term Incentive Program (as amended, the 1997 LTIP)
originally provided for the issuance of 150 million shares of AT&T common
stock. In 1999 the 1997 LTIP was amended to provide for an annual increase
in the number of shares available for awards under the 1997 LTIP equal to
1.75% of the number of shares of AT&T common stock outstanding on the first
day of each year commencing January 1, 2000. Pursuant to this provision, an
additional 61,992,101 shares of AT&T common stock became available for
awards on January 1, 2002; 13,703,158 became available for awards on January
1, 2003; and 13,858,443 became available for awards on January 1, 2004. The
1997 LTIP limited the number of shares to be awarded other than stock
options or stock appreciation rights. The 1997 LTIP expired on May 31, 2004,
and no longer provides shares for future grants. AT&T's 2004 Long Term
Incentive Program was approved by shareholders for use beginning May 27,
2004, providing for the issuance of 36 million shares of AT&T common stock.
As of December 31, 2004, 30.8 million shares remain available for future
awards.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INDEBTEDNESS OF MANAGEMENT
There was no outstanding indebtedness to AT&T from any of its directors or
executive officers during 2004.
OTHER ARRANGEMENTS
AT&T does not consider the following arrangement to constitute indebtedness
but AT&T is disclosing it because it entails a potential contingent obligation
by an executive officer of AT&T to repay a compensation amount to AT&T.
Mr. Eslambolchi received Special Retention Payments on January 10, 2001,
and January 11, 2002, totaling $3,835,473.53 pursuant to the terms of his
employment agreement (see page 128). If, prior to the fifth anniversary of Mr.
Eslambolchi's employment agreement (January 8, 2006), he voluntarily resigns his
employment with us, other than for Good Reason (as defined), or is terminated
for cause (as defined), Mr. Eslambolchi will be required to repay to AT&T the
entire Special Retention Payment of $3,835,473.53 within 90 days of such
termination of employment.
136
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AT&T'S INDEPENDENT PUBLIC ACCOUNTANTS
PRINCIPAL AUDITOR FEES AND SERVICES ($ IN 000'S)
Aggregate fees for professional services rendered for AT&T by
PricewaterhouseCoopers LLP for the years ended December 31, 2004, and 2003,
were:
<Table>
<Caption>
2004 2003
------- -------
AUDIT....................................................... $16,616 $12,737
AUDIT RELATED............................................... 1,886 2,732
TAX......................................................... 8,657 13,855
ALL OTHER................................................... 0 374
------- -------
TOTAL..................................................... $27,159 $29,698
======= =======
</Table>
The Audit fees for the years ended December 31, 2004 and 2003 were for
professional services rendered for the audits of the consolidated financial
statements of AT&T, statutory audits, issuance of comfort letters and consents.
In 2004, audit fees also include fees for professional services rendered for the
audits of management's assessment of the effectiveness of internal control over
financial reporting and the effectiveness of internal control over financial
reporting.
The Audit Related fees for the years ended December 31, 2004 and 2003 were
for professional services rendered for Section 404 of the Sarbanes Oxley Act of
2002 readiness assistance and audits of employee benefit plans. In 2004, audit
related fees also include fees for SAS 70 attestations and a carve-out audit.
Additional fees of $850 and $909 were paid in 2004 and 2003, respectively,
directly by the respective plan trusts for employee benefit plan audits and
related services.
Tax fees for the years ended December 31, 2004 and 2003 relate to tax
compliance, including assistance with matters relating to US, state, local and
foreign income and non-income tax returns, tax audits, assistance with claims
for refunds, tax services performed for executives and expatriates in various
countries, and tax advice related to transfer pricing and restructuring of
international operations.
All Other fees in 2003 were primarily for services rendered for management
advisory services.
The de minimis exception (described under "Preapproval Policies and
Procedures" below) was not used for any fees paid to PricewaterhouseCoopers LLP.
The Audit Committee has considered whether the provision of the above
services other than audit services is compatible with maintaining
PricewaterhouseCoopers LLP's independence.
All audit fees, audit related fees, tax fees and all other fees were
preapproved by the Audit Committee. The percentage of hours expended on
PricewaterhouseCoopers LLP's engagement to audit AT&T's financial statements
that were performed by other than PricewaterhouseCoopers LLP's full-time,
permanent employees did not exceed 50%.
PREAPPROVAL POLICIES AND PROCEDURES
All audit and non-audit services provided by PricewaterhouseCoopers LLP
must be preapproved by the Audit Committee. The non-audit services specified in
Section 10A(g) of the Exchange Act may not be provided by PricewaterhouseCoopers
LLP.
The approval of all audit and non-audit services will take place at the
last Audit Committee meeting each year for the subsequent fiscal year estimated
services. During the course of the fiscal year, any requests for unforeseen or
additional audit or non-audit services to be provided by PricewaterhouseCoopers
LLP must be
137
preapproved by the Audit Committee, except for those qualifying for the de
minimis exception which provides that the preapproval requirement for certain
non-audit services may be waived if:
(i) the aggregate amount of such non-audit services provided to AT&T
constitutes not more than 5% of the total fees paid by AT&T to
PricewaterhouseCoopers LLP in the fiscal year such non-audit services are
provided;
(ii) such services were not recognized by AT&T as non-audit services
at the time they were provided; and
(iii) such services are promptly brought to the attention of the Audit
Committee.
The Audit Committee may delegate to the Chairman of the Audit Committee the
authority to grant preapprovals. In such event, the decisions of the Chairman
regarding preapprovals will be presented to the full Audit Committee at its next
meeting.
In order to be presented to the Chairman of the Audit Committee or the full
Audit Committee for approval, all unforeseen or additional proposed services
must first be approved by the Controller/Chief Accounting Officer (if for a
corporate department) or Business Unit Chief Financial Officer, and by the AT&T
Chief Financial Officer.
PricewaterhouseCoopers LLP will provide a revised estimate for the year, by
project, of audit and non-audit services to the Financial Vice
President - Internal Audit prior to each regularly scheduled Audit Committee
meeting.
PricewaterhouseCoopers LLP will review its revised services estimate at
each Audit Committee meeting. The Audit Committee will periodically review such
estimate with the full AT&T board of directors.
Audit Committee approval of audit and non-audit services to be performed by
PricewaterhouseCoopers LLP shall be disclosed to investors in periodic reports
required by the SEC.
138
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
(a) Documents filed as a part of the report:
(1) The following consolidated financial statements are included in Part
II, Item 8 of Form 10-K for 2004 filed March 10, 2005:
<Table>
<Caption>
PAGES
-----
Report of Independent Registered Public Accounting Firm..... 58
Statements:
Consolidated Statements of Operations..................... 60
Consolidated Balance Sheets............................... 61
Consolidated Statements of Changes in Shareowners'
Equity................................................. 62
Consolidated Statements of Cash Flows..................... 63
Notes to Consolidated Financial Statements................ 64
</Table>
(2) Financial Statement Schedule:
<Table>
Schedule filed on March 10, 2005 with Form 10-K for 2004:
II -- Valuation and Qualifying Accounts................... 123
</Table>
All other schedules are omitted because they are not applicable, not
required or the required information is included in the consolidated financial
statements or notes thereto.
(3) Exhibits:
Exhibits identified in parentheses below as on file with the Securities and
Exchange Commission ("SEC") are incorporated herein by reference as exhibits
hereto.
<Table>
(2) Agreement and Plan of Merger among AT&T Corp., SBC
Communications Inc. and Tau Merger Sub Corporation dated as
of January 30, 2005 (schedules omitted) (incorporated by
reference to Form 8-K filed February 2, 2005, File No.
1-1105).
(3)a Restated Certificate of Incorporation of the registrant
filed July 17, 2003 (incorporated by reference to Form 10-Q
for second quarter 2003, File No. 1-1105).
(3)b By-Laws of the registrant, as amended March 20, 2003
(incorporated by reference to Form 10-K for 2002, File No.
1-1105).
(4) No instrument which defines the rights of holders of long
term debt, of the registrant and all of its consolidated
subsidiaries, is filed herewith pursuant to Regulation S-K,
Item 601(b)(4)(iii)(A), except for the instruments referred
to in 4(i)(1) and 4(i)(2) below. Pursuant to this
regulation, the registrant hereby agrees to furnish a copy
of any such instrument not filed herewith to the SEC upon
request.
4(i)(1) Indenture between American Telephone and Telegraph Company
and The Bank of New York, as trustee, dated as of September
7, 1990 (incorporated by reference to Exhibit 4A to Form SE
filed September 10, 1990, file no. 33-36756), as
supplemented by First Supplemental Indenture dated October
30, 1992 (incorporated by reference to Exhibit 4.AA to
Current Report on Form 8-K filed December 1, 1992) and by
Second Supplemental Indenture dated November 14, 2002
(incorporated by reference to Exhibit 4.10 to Amendment No.
1 to Form S-4 filed September 26, 2002, file no. 333-97953).
4(i)(2) Indenture between AT&T Corp. and The Bank of New York, as
trustee, dated as of November 1, 2001 (incorporated by
reference to Exhibit 4 to Form S-4 filed May 12, 2002, file
no. 333-87960).
</Table>
139
<Table>
(10)(i)1 Separation and Distribution Agreement by and among AT&T
Corp., Lucent Technologies Inc. and NCR Corporation, dated
as of February 1, 1996 and amended and restated as of March
29, 1996 (incorporated by reference to Exhibit (10)(i)1 to
Form 10-K for 1996, File No. 1-1105).
(10)(i)2 Distribution Agreement, dated as of November 20, 1996, by
and between AT&T Corp. and NCR Corporation (incorporated by
reference to Exhibit (10)(i)2 to Form 10-K for 1996, File
No. 1-1105).
(10)(i)3 Tax Sharing Agreement by and among AT&T Corp., Lucent
Technologies Inc. and NCR Corporation, dated as of February
1, 1996 and amended and restated as of March 29, 1996
(incorporated by reference to Exhibit (10)(i)3 to Form 10-K
for 1996, File No. 1-1105).
(10)(i)4 Employee Benefits Agreement by and between AT&T Corp. and
Lucent Technologies Inc., dated as of February 1, 1996 and
amended and restated as of March 29, 1996 (incorporated by
reference to Exhibit (10)(i)4 to Form 10-K for 1996, File
No. 1-1105).
(10)(i)5 Employee Benefits Agreement, dated as of November 20, 1996,
between AT&T Corp. and NCR Corporation (incorporated by
reference to Exhibit (10)(i)5 to Form 10-K for 1996, File
No. 1-1105).
(10)(i)6 Separation and Distribution Agreement by and between AT&T
Corp. and AT&T Wireless Services, Inc., dated as of June 4,
2001 (incorporated by reference to Exhibit 10.1 to the AT&T
Wireless Services, Inc. Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001).
(10)(i)7 Amended and Restated Tax Sharing Agreement by and between
AT&T Corp. and AT&T Wireless Services, Inc., dated as of
June 4, 2001 (incorporated by reference to Exhibit 10.2 to
the AT&T Wireless Services, Inc. Registration Statement on
Form S-1/A (Commission file No. 333-59174), filed June 21,
2001).
(10)(i)8 Employee Benefits Agreement by and between AT&T Corp. and
AT&T Wireless Services, Inc., dated as of June 7, 2001
(incorporated by reference to Exhibit 10.3 to the AT&T
Wireless Services, Inc. Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001).
(10)(i)9 Brand License Agreement by and between AT&T Corp. and AT&T
Wireless Services, Inc., dated as of June 4, 2001
(incorporated by reference to Exhibit 10.4 to the AT&T
Wireless Services, Inc. Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 11, 2001).
(10)(i)10 Intellectual Property Agreement by and between AT&T Corp.
and AT&T Wireless Services, Inc., effective as of July 9,
2001 (incorporated by reference to Exhibit 10.6 to the AT&T
Wireless Services, Inc. Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 11, 2001).
(10)(i)11 Inter-Group Agreement dated as of March 9, 1999, between
AT&T Corp. and Liberty Media Corporation, Liberty Media
Group LLC and each Covered Entity listed on the signature
pages thereof (incorporated by reference to Exhibit 10.2 to
the Registration Statement on Form S-4 of Liberty Media
Corporation (File No. 333-86491) as filed on September 3,
1999).
(10)(i)12 Intercompany Agreement dated as of March 9, 1999, between
Liberty and AT&T Corp. (incorporated by reference to Exhibit
10.3 to the Registration Statement on Form S-4 of Liberty
Media Corporation (File No. 333-86491) as filed on September
3, 1999).
(10)(i)13 Tax Sharing Agreement dated as of March 9, 1999, by and
among AT&T Corp., Liberty Media Corporation,
Tele-Communications, Inc., Liberty Ventures Group LLC,
Liberty Media Group LLC, TCI Starz, Inc., TCI CT Holdings,
Inc. and each Covered Entity listed on the signature pages
thereof (incorporated by reference to Exhibit 10.4 to the
Registration Statement on Form S-4 of Liberty Media
Corporation (File No. 333-86491) as filed on September 3,
1999).
</Table>
140
<Table>
(10)(i)14 First Amendment to Tax Sharing Agreement dated as of May 28,
1999, by and among AT&T Corp., Liberty Media Corporation,
Tele-Communications, Inc., Liberty Ventures Group LLC,
Liberty Media Group LLC, TCI Starz, Inc., TCI CT Holdings,
Inc. and each Covered Entity listed on the signature pages
thereof (incorporated by reference to Exhibit 10.5 to the
Registration Statement on Form S-4 of Liberty Media
Corporation (File No. 333-86491) as filed on September 3,
1999).
(10)(i)15 Second Amendment to Tax Sharing Agreement dated as of
September 24, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc., and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.6 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)16 Third Amendment to Tax Sharing Agreement dated as of October
20, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc. and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.7 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)17 Fourth Amendment to Tax Sharing Agreement dated as of
October 28, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc. and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.8 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)18 Fifth Amendment to Tax Sharing Agreement dated as of
December 6, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc. and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.9 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)19 Sixth Amendment to Tax Sharing Agreement dated as of
December 10, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc. and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.10 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)20 Seventh Amendment to Tax Sharing Agreement dated as of
December 30, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc. and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.11 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)21 Eighth Amendment to Tax Sharing Agreement dated as of July
25, 2000, by and among AT&T Corp., Liberty Media
Corporation, AT&T Broadband LLC, Liberty Ventures Group LLC,
Liberty Media Group LLC, TCI Starz, Inc., TCI CT Holdings,
Inc. and each Covered Entity listed on the signature pages
thereof (incorporated by reference to Exhibit 10.12 to the
Registration Statement on Form S-1 of Liberty Media
Corporation (File No. 333-55998) as filed on February 21,
2001).
(10)(i)22 Instrument dated January 14, 2000, adding The Associated
Group, Inc. as a party to the Tax Sharing Agreement dated as
of March 9, 1999, as amended, among The Associated Group,
Inc., AT&T Corp., Liberty Media Corporation,
Tele-Communications, Inc., Liberty Ventures Group LLC,
Liberty Media Group LLC, TCI Starz, Inc., TCI CT Holdings,
Inc. and each Covered Entity listed on the signature pages
thereof (incorporated by reference to Exhibit 10.12 to the
Registration Statement on Form S-1/A of Liberty Media
Corporation (File No. 333-93917) as filed on February 9,
2000).
</Table>
141
<Table>
(10)(i)23 First Supplement to Inter-Group Agreement dated as of May
28, 1999, between and among AT&T Corp., on the one hand, and
Liberty Media Corporation, Liberty Media Group LLC and each
Covered Entity listed on the signature pages thereof, on the
other hand (incorporated by reference to Exhibit 10.14 to
the Registration Statement on Form S-1/A of Liberty Media
Corporation (File No. 333-93917) as filed on February 9,
2000).
(10)(i)24 Second Supplement to Inter-Group Agreement dated as of
September 24, 1999, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.15 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)25 Third Supplement to Inter-Group Agreement dated as of
October 20, 1999, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.16 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)26 Fourth Supplement to Inter-Group Agreement dated as of
December 6, 1999, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.17 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)27 Fifth Supplement to Inter-Group Agreement dated as of
December 10, 1999, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.18 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)28 Sixth Supplement to Inter-Group Agreement dated as of
December 30, 1999, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.19 to the Registration Statement on Form S-1 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
(10)(i)29 Seventh Supplement to Inter-Group Agreement dated as of July
25, 2000, between and among AT&T Corp., on the one hand, and
Liberty Media Corporation, Liberty Media Group LLC and each
Covered Entity listed on the signature pages thereof, on the
other hand (incorporated by reference to Exhibit 10.21 to
the Registration Statement on Form S-1 of Liberty Media
Corporation (File No. 333-55998) as filed on February 21,
2001).
(10)(i)30 Instrument dated January 14, 2000, adding The Associated
Group, Inc. as a party to the Inter-Group Agreement dated as
of March 9, 1999, as supplemented, between and among AT&T
Corp., on the one hand, and Liberty Media Corporation,
Liberty Media Group LLC and each Covered Entity listed on
the signature pages thereof, on the other hand (incorporated
by reference to Exhibit 10.20 to the Registration Statement
on Form S-1/A of Liberty Media Corporation (File No.
333-93917) as filed on February 9, 2000).
(10)(i)31 Eighth Supplement to Inter-Group Agreement dated as of
November 20, 2000, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.24 to the Registration Statement on Form S-1 of
Liberty Media Corporation (File No. 333-66034) as filed on
July 27, 2001).
</Table>
142
<Table>
(10)(i)32 Ninth Supplement to Inter-Group Agreement dated as of June
14, 2001, between and among AT&T Corp., on the one hand, and
Liberty Media Corporation, Liberty Media Group LLC, AGI LLC,
Liberty SP, Inc., LMC Interactive, Inc. and Liberty AGI,
Inc., on the other hand (incorporated by reference to
Exhibit 10.25 to the Registration Statement on Form S-1 of
Liberty Media Corporation (File No. 333-66034) as filed on
July 27, 2001).
(10)(i)33 Agreement and Plan of Merger dated as of December 19, 2001
among AT&T Corp., AT&T Broadband Corp., Comcast Corporation,
AT&T Broadband Acquisition Corp., Comcast Acquisition Corp.
and AT&T Comcast Corporation (incorporated by reference to
Exhibit 2.1 to the Registration Statement on Form S-4 of
AT&T Comcast Corporation (File No. 333-82460) as filed on
February 11, 2002).
(10)(i)34 Separation and Distribution Agreement dated as of December
19, 2001 between AT&T Corp. and AT&T Broadband Corp.
(incorporated by reference to Exhibit 2.2 to the
Registration Statement on Form S-4 of AT&T Comcast
Corporation (File No. 333-82460) as filed on February 11,
2002).
(10)(i)35 Tax Sharing Agreement dated as of December 19, 2001 between
AT&T Corp. and AT&T Broadband Corp. (incorporated by
reference to Exhibit 2.4 to the Registration Statement on
Form S-4 of AT&T Comcast Corporation (File No. 333-82460) as
filed on February 11, 2002).
(10)(i)36 Employee Benefits Agreement dated as of December 19, 2001
between AT&T Corp. and AT&T Broadband Corp. (incorporated by
reference to Exhibit (10)(i)37 to Form 10-K for 2001, File
No. 1-1105).
(10)(i)37 Amended and Restated 364-Day Revolving Credit Facility
Agreement, dated as of October 6, 2004, among AT&T Corp.,
the Lenders party hereto, JPMorgan Chase Bank and Citicorp
USA, Inc. as Administrative Agents, ABN Amro Bank N.V., Bank
of America, N.A. and Royal Bank of Scotland, as
Co-Syndication Agents, and Barclays Bank PLC, Credit Suisse
First Boston, Cayman Islands Branch, Deutsch Bank AG New
York Branch, HSBC Bank USA, Morgan Stanley Bank and UBS
Securities LLC, as Co-Documentation Agents, with J.P. Morgan
Securities Inc., Citigroup Global Markets Inc. and Banc of
America Securities LLC, as Joint Lead Arrangers and Joint
Bookrunners. (incorporated by reference to Form 8-K filed
October 7, 2004, File No. 1-1105).
(10)(iii)(A)1 AT&T Short Term Incentive Plan as amended January 2004
(incorporated by reference to Exhibit (10)(iii)(A)1 to Form
10-Q for quarter ended Match 31, 2004), amending and
restating AT&T Short Term Incentive Plan, as amended March
1994 (incorporated by reference to Exhibit (10)(iii)(A)1 to
Form 10-K for 1994, File No. 1-1105).
(10)(iii)(A)2 AT&T 1987 Long Term Incentive Program as amended December
17, 1997 (incorporated by reference to Exhibit 10)(iii)(A)2
to Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)3 AT&T Senior Management Individual Life Insurance Program as
amended March 3, 1998 (incorporated by reference to Exhibit
(10)(iii)(A)3 to Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)4 AT&T Senior Management Long Term Disability and Survivor
Protection Plan, as amended and restated effective January
1, 1995 (incorporated by reference to Exhibit (10)(iii)(A)4
to Form 10-K for 1996, File No. 1-1105).
(10)(iii)(A)5 AT&T Senior Management Financial Counseling Program dated
December 29, 1994 (incorporated by reference to Exhibit
(10)(iii)(A)5 to Form 10-K for 1994, File No. 1-1105).
(10)(iii)(A)6 AT&T Deferred Compensation Plan for Non-Employee Directors,
as amended December 15, 1993 (incorporated by reference to
Exhibit (10)(iii)(A)6 to Form 10-K for 1993, File No.
1-1105) and as amended May 18, 2004 (incorporated by
reference to Exhibit (10)(iii)(A)4 to Form 10-Q for second
quarter 2004).
(10)(iii)(A)7 The AT&T Directors Individual Life Insurance Program as
amended March 2, 1998 (incorporated by reference to Exhibit
(10)(iii)(A)7 to Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)8 AT&T Plan for Non-Employee Directors' Travel Accident
Insurance (incorporated by reference to Exhibit
(10)(iii)(A)8 to Form 10-K for 1990, File No. 1-1105).
</Table>
143
<Table>
(10)(iii)(A)9 AT&T Excess Benefit and Compensation Plan, as amended and
restated effective October 1, 1996 (incorporated by
reference to Exhibit (10)(iii)(A)9 to Form 10-K for 1996,
File No. 1-1105) including Form of Amendment to AT&T Excess
Benefit and Compensation Plan dated as of July 28, 2003
(incorporated by reference to Exhibit 10(iii)(A)1 to Form
10-Q for third quarter 2003, File No. 1-1105).
(10)(iii)(A)10 AT&T Non-Qualified Pension Plan, as amended and restated
January 1, 1995 (incorporated by reference to Exhibit
(10)(iii)(A)10 to Form 10-K for 1996, File No. 1-1105)
including Form of Amendment to AT&T Non-Qualified Pension
Plan dated as of July 28, 2003 (incorporated by reference to
Exhibit 10(iii)(A)2 to Form 10-Q for third quarter 2003,
File No. 1-1105).
(10)(iii)(A)11 AT&T Senior Management Incentive Award Deferral Plan, as
amended January 21, 1998 (incorporated by reference to
Exhibit (10)(iii)(A)11 to Form 10-K for 1998, File No.
1-1105) including Form of Amendment to AT&T Senior
Management Incentive Award Deferral Plan dated as of July
28, 2003 (incorporated by reference to Exhibit 10(iii)(A)3
to Form 10-Q for third quarter 2003, File No. 1-1105).
(10)(iii)(A)12 AT&T Mid-Career Hire Program revised effective January 1,
1988 (incorporated by reference to Exhibit (10)(iii)(A)4 to
Form SE, dated March 25, 1988, File No. 1-1105) including
AT&T Mid-Career Pension Plan, as amended and restated July
1, 1999 (incorporated by reference to Exhibit (10)(iii)(A)12
to Form 10-K for 1999, File No. 1-1105).
(10)(iii)(A)13 AT&T 1997 Long Term Incentive Program as amended through
March 14, 2000 (incorporated by reference to Exhibit
(10)(iii)(A)13 to Form 10-K for 1999, File No. 1-1105).
(10)(iii)(A)14 Indemnification Agreement for Officers and Directors
(incorporated by reference to Exhibit (10)(iii)(A)14 to Form
10-K for 2003, File No. 1-1105).
(10)(iii)(A)15 Pension Plan for AT&T Non-Employee Directors revised
February 20, 1989 (incorporated by reference to Exhibit
(10)(iii)(A)15 to Form 10-K for 1993, File No. 1-1105).
(10)(iii)(A)16 AT&T Corp. Senior Management Universal Life Insurance
Program effective October 1, 1999 (incorporated by reference
to Exhibit (10)(iii)(A)16 to Form 10-K for 2000, File No.
1-1105) including Form of Amendment to AT&T Corp. Senior
Management Universal Life Insurance Program dated as of July
28, 2003 (incorporated by reference to Exhibit 10(iii)(A)4
to Form 10-Q for third quarter 2003, File No. 1-1105). AT&T
Corp. Executive Life Insurance Program as amended and
restated on January 1, 2004.
(10)(iii)(A)17 AT&T Benefits Protection Trust Agreement as amended and
restated as of November 1993, including the first amendment
thereto dated December 23, 1997 (incorporated by reference
to Exhibit (10)(iii)(A)17 to Form 10-K for 1999, File No.
1-1105).
(10)(iii)(A)18 AT&T Senior Officer Severance Plan effective October 9,
1997, as amended October 30, 1997 (incorporated by reference
to Exhibit (10)(iii)(A)18 to Form 10-K for 1997, File No.
1-1105), and as amended, restated and renamed AT&T Senior
Officer Separation Plan as of January 1, 2003 including Form
of Amendment of Appendix A of AT&T Senior Officer Severance
Plan dated as of July 28, 2003 (incorporated by reference to
Exhibit 10(iii)(A)5 to Form 10-Q for third quarter 2003,
File No. 1-1105); AT&T Corp. board resolutions adopted
February 23, 2004 authorizing amendment of Senior Officer
Separation Plan (incorporated by reference to Exhibit
(10)(iii)(A)2 to Form 10-Q for first quarter 2004, File No.
1-1105); AT&T Senior Officer Separation Plan as amended and
restated May 19, 2004 (incorporated by reference to Exhibit
(10)(iii)(A)2 to Form 10-Q for second quarter 2004, File No.
1-1105).
(10)(iii)(A)19 Special Incentive Agreement between AT&T Corp. and Hossein
Eslambolchi dated June 2, 2003 (incorporated by reference to
Exhibit (10)(iii)(A)1 to Form 10-Q for second quarter 2003,
File No. 1-1105).
(10)(iii)(A)20 Employment Agreement between AT&T Corp. and Thomas W. Horton
dated as of June 10, 2002 (incorporated by reference to
Exhibit (10)(iii)(A)20 to Form 10-K for 2003, File No.
1-1105).
</Table>
144
<Table>
(10)(iii)(A)21 Pension Agreement between AT&T Corp. and Thomas W. Horton
dated as of July 29, 2003 (incorporated by reference to
Exhibit (10)(iii)(A)21 to Form 10-K for 2003, File No.
1-1105).
(10)(iii)(A)22 Modification to Employment Agreement dated September 16,
2002 to Employment Agreement between AT&T Corp. and Thomas
W. Horton dated as of June 10, 2002 (incorporated by
reference to Exhibit (10)(iii)(A)22 to Form 10-K for 2003,
File No. 1-1105).
(10)(iii)(A)23 Financial Services Agreement between AT&T Corp. and Thomas
W. Horton dated as of July 24, 2002 (incorporated by
reference to Exhibit (10)(iii)(A)23 to Form 10-K for 2003,
File No. 1-1105).
(10)(iii)(A)24 AT&T Corp. Executive Disability Plan dated February 2004
(incorporated by reference to Exhibit (10)(iii)(A)24 to Form
10-K for 2003, File No. 1-1105)
(10)(iii)(A)25 AT&T Corp. Directors' Universal Life Insurance Program
effective June 1, 2000 (incorporated by reference to Exhibit
(10)(iii)(A)25 to Form 10-K for 2000, File No. 1-1105).
(10)(iii)(A)26 AT&T Corp. Senior Management Universal Life Insurance
Program for Former Executives effective October 1, 1999
(incorporated by reference to Exhibit (10)(iii)(A)26 to Form
10-K for 2000, File No. 1-1105).
(10)(iii)(A)27 Special Temporary Allowance Agreement between AT&T Corp. and
David Dorman dated December 15, 2003 (incorporated by
reference to Exhibit (10)(iii)(A)27 to Form 10-K for 2003,
File No. 1-1105).
(10)(iii)(A)28 Agreement between AT&T Corp. and Hossein Eslambolchi dated
January 4, 2001 including amendment dated March 9, 2001
(incorporated by reference to Exhibit (10)(iii)(A)28 to Form
10-K for 2002, File No. 1-1105).
(10)(iii)(A)29 Board of Directors resolution adopted July 15, 2003 amending
various executive and management plans as of January 1, 2004
(incorporated by reference to Exhibit (10)(iii)(A)29 to Form
10-K for 2003, File No. 1-1105).
(10)(iii)(A)30 AT&T Corp. board resolutions adopting change in control
provision to various plans effective October 23, 2000
(incorporated by reference to Exhibit (10)(iii)(A)32 to Form
10-K for 2000, File No. 1-1105).
(10)(iii)(A)31 Employment Agreement between AT&T Corp. and David Dorman
dated May 18, 2001 (incorporated by reference to Exhibit
(10)(iii)(A)35 to Form 10-K for 2001, File No. 1-1105)
including amendment dated December 31, 2002 (incorporated by
reference to Form 10-K for 2002, File No. 1-1105) including
amendment dated July 25, 2003 (incorporated by reference to
Exhibit 10(iii)(A)7 to Form 10-Q for third quarter 2003,
File No. 1-1105).
(10)(iii)(A)32 Special Equity Agreement between AT&T Corp. and Hossein
Eslambolchi dated January 31, 2001 (incorporated by
reference to Exhibit (10)(iii)(A)35 to Form 10-K for 2002,
File No. 1-1105).
(10)(iii)(A)33 Employment Agreement between AT&T Corp. and Hossein
Eslambolchi dated December 28, 1999 including amendment
dated January 6, 2000 (incorporated by reference to Exhibit
(10)(iii)(A)36 to Form 10-K for 2002, File No. 1-1105).
(10)(iii)(A)34 Agreement between AT&T Corp. and James W. Cicconi dated July
29, 1998 (incorporated by reference to Exhibit
(10)(iii)(A)37 to Form 10-K for 2002, File No. 1-1105).
(10)(iii)(A)35 Special Deferral Agreement between AT&T Corp. and James W.
Cicconi dated April 2, 2001 (incorporated by reference to
Exhibit (10)(iii)(A)38 to Form 10-K for 2002, File No.
1-1105).
(10)(iii)(A)36 Employment Agreement between AT&T Corp. and William J.
Hannigan dated April 26, 2004 (filed on March 10, 2005, with
Form 10-K for 2004, File No. 1-1105).
(10)(iii)(A)37 AT&T 2004 Long Term Incentive Plan (incorporated by
reference to Exhibit 4.1 to Form S-8 filed on May 26, 2004,
File No. 333-115909)
</Table>
145
<Table>
(10)(iii)(A)38 Summary of actions taken to amend the definition of "Change in Control" in AT&T benefit plans
and programs generally (incorporated by reference to Exhibit (10)(iii)(A)3 to Form 10-Q for
second quarter 2004).
(12) Computation of Ratio of Earnings to Fixed Charges (filed on March 10, 2005 with Form 10-K for
2004, File No. 1-1105).
(14) Code of Ethics for Chief Executive Officer and Senior Financial Officers (incorporated by
reference to Exhibit (14) to Form 10-K for 2003, File No. 1-1105).
(21) List of subsidiaries of AT&T (filed on March 10, 2005 with Form 10-K for 2004, File No. 1-1105).
(23) Consent of PricewaterhouseCoopers LLP filed herewith.
(24) Powers of Attorney executed by officers and directors who signed the Form 10-K for 2004 (filed
on March 10, 2005 with Form 10-K for 2004, File No. 1-1105).
(31.1) Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
(31.2) Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
(32.1) Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.
(32.2) Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.
</Table>
Shareowners may access and download without charge on AT&T's website at
www.att.com/ir copies of the proxy statement, portions of which are incorporated
herein by reference, and certain Exhibits that have been filed electronically
with the Securities and Exchange Commission. AT&T will furnish a copy of any
other exhibit at cost.
(b) Reports on Form 8-K:
During the fourth quarter 2004, the following Forms 8-K were filed and/or
furnished: Form 8-K dated October 6, 2004 (Item 1.01. Entry into a Material
Agreement and Item 9.01. Financial Statements and Exhibits); Form 8-K/A dated
October 6, 2004 (Item 1.01. Entry into a Material Agreement); Form 8-K dated
October 7, 2004 (Item 2.02. Results of Operations and Financial Condition; Item
2.05. Costs Associated with Exit or Disposal Activities; Item 2.06. Material
Impairments; Item 8.01. Other Events; and Item 9.01. Financial Statements and
Exhibits); Form 8-K dated October 21, 2004 (Item 2.02. Results of Operations and
Financial Condition and Item 9.01. Financial Statements and Exhibits); Form 8-K
dated October 26, 2004 (Item 2.02. Results of Operations and Financial Condition
and Item 9.01. Financial Statements and Exhibits); and Form 8-K dated December
9, 2004 (Item 7.01. Regulation FD Disclosure). To the extent that any
information contained in any 8-K, 8-K/A or any exhibit thereto, was furnished
rather than filed, such information or exhibit is specifically not incorporated
by reference in this 10-K/A filing.
146
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AT&T CORP.
By: /s/ R. S. FEIT
------------------------------------
R. S. Feit
Vice President -- Law and Secretary
April 29, 2005
147
EXHIBIT INDEX
<Table>
(2) Agreement and Plan of Merger among AT&T Corp., SBC
Communications Inc. and Tau Merger Sub Corporation dated as
of January 30, 2005 (schedules omitted) (incorporated by
reference to Form 8-K filed February 2, 2005, File No.
1-1105).
(3)a Restated Certificate of Incorporation of the registrant
filed July 17, 2003 (incorporated by reference to Form 10-Q
for second quarter 2003, File No. 1-1105).
(3)b By-Laws of the registrant, as amended March 20, 2003
(incorporated by reference to Form 10-K for 2002, File No.
1-1105).
(4) No instrument which defines the rights of holders of long
term debt, of the registrant and all of its consolidated
subsidiaries, is filed herewith pursuant to Regulation S-K,
Item 601(b)(4)(iii)(A), except for the instruments referred
to in 4(i)(1) and 4(i)(2) below. Pursuant to this
regulation, the registrant hereby agrees to furnish a copy
of any such instrument not filed herewith to the SEC upon
request.
4(i)(1) Indenture between American Telephone and Telegraph Company
and The Bank of New York, as trustee, dated as of September
7, 1990 (incorporated by reference to Exhibit 4A to Form SE
filed September 10, 1990, file no. 33-36756), as
supplemented by First Supplemental Indenture dated October
30, 1992 (incorporated by reference to Exhibit 4.AA to
Current Report on Form 8-K filed December 1, 1992) and by
Second Supplemental Indenture dated November 14, 2002
(incorporated by reference to Exhibit 4.10 to Amendment No.
1 to Form S-4 filed September 26, 2002, file no. 333-97953).
4(i)(2) Indenture between AT&T Corp. and The Bank of New York, as
trustee, dated as of November 1, 2001 (incorporated by
reference to Exhibit 4 to Form S-4 filed May 12, 2002, file
no. 333-87960).
(10)(i)1 Separation and Distribution Agreement by and among AT&T
Corp., Lucent Technologies Inc. and NCR Corporation, dated
as of February 1, 1996 and amended and restated as of March
29, 1996 (incorporated by reference to Exhibit (10)(i)1 to
Form 10-K for 1996, File No. 1-1105).
(10)(i)2 Distribution Agreement, dated as of November 20, 1996, by
and between AT&T Corp. and NCR Corporation (incorporated by
reference to Exhibit (10)(i)2 to Form 10-K for 1996, File
No. 1-1105).
(10)(i)3 Tax Sharing Agreement by and among AT&T Corp., Lucent
Technologies Inc. and NCR Corporation, dated as of February
1, 1996 and amended and restated as of March 29, 1996
(incorporated by reference to Exhibit (10)(i)3 to Form 10-K
for 1996, File No. 1-1105).
(10)(i)4 Employee Benefits Agreement by and between AT&T Corp. and
Lucent Technologies Inc., dated as of February 1, 1996 and
amended and restated as of March 29, 1996 (incorporated by
reference to Exhibit (10)(i)4 to Form 10-K for 1996, File
No. 1-1105).
(10)(i)5 Employee Benefits Agreement, dated as of November 20, 1996,
between AT&T Corp. and NCR Corporation (incorporated by
reference to Exhibit (10)(i)5 to Form 10-K for 1996, File
No. 1-1105).
(10)(i)6 Separation and Distribution Agreement by and between AT&T
Corp. and AT&T Wireless Services, Inc., dated as of June 4,
2001 (incorporated by reference to Exhibit 10.1 to the AT&T
Wireless Services, Inc. Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001).
(10)(i)7 Amended and Restated Tax Sharing Agreement by and between
AT&T Corp. and AT&T Wireless Services, Inc., dated as of
June 4, 2001 (incorporated by reference to Exhibit 10.2 to
the AT&T Wireless Services, Inc. Registration Statement on
Form S-1/A (Commission file No. 333-59174), filed June 21,
2001).
(10)(i)8 Employee Benefits Agreement by and between AT&T Corp. and
AT&T Wireless Services, Inc., dated as of June 7, 2001
(incorporated by reference to Exhibit 10.3 to the AT&T
Wireless Services, Inc. Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001).
</Table>
<Table>
(10)(i)9 Brand License Agreement by and between AT&T Corp. and AT&T
Wireless Services, Inc., dated as of June 4, 2001
(incorporated by reference to Exhibit 10.4 to the AT&T
Wireless Services, Inc. Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 11, 2001).
(10)(i)10 Intellectual Property Agreement by and between AT&T Corp.
and AT&T Wireless Services, Inc., effective as of July 9,
2001 (incorporated by reference to Exhibit 10.6 to the AT&T
Wireless Services, Inc. Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 11, 2001).
(10)(i)11 Inter-Group Agreement dated as of March 9, 1999, between
AT&T Corp. and Liberty Media Corporation, Liberty Media
Group LLC and each Covered Entity listed on the signature
pages thereof (incorporated by reference to Exhibit 10.2 to
the Registration Statement on Form S-4 of Liberty Media
Corporation (File No. 333-86491) as filed on September 3,
1999).
(10)(i)12 Intercompany Agreement dated as of March 9, 1999, between
Liberty and AT&T Corp. (incorporated by reference to Exhibit
10.3 to the Registration Statement on Form S-4 of Liberty
Media Corporation (File No. 333-86491) as filed on September
3, 1999).
(10)(i)13 Tax Sharing Agreement dated as of March 9, 1999, by and
among AT&T Corp., Liberty Media Corporation,
Tele-Communications, Inc., Liberty Ventures Group LLC,
Liberty Media Group LLC, TCI Starz, Inc., TCI CT Holdings,
Inc. and each Covered Entity listed on the signature pages
thereof (incorporated by reference to Exhibit 10.4 to the
Registration Statement on Form S-4 of Liberty Media
Corporation (File No. 333-86491) as filed on September 3,
1999).
(10)(i)14 First Amendment to Tax Sharing Agreement dated as of May 28,
1999, by and among AT&T Corp., Liberty Media Corporation,
Tele-Communications, Inc., Liberty Ventures Group LLC,
Liberty Media Group LLC, TCI Starz, Inc., TCI CT Holdings,
Inc. and each Covered Entity listed on the signature pages
thereof (incorporated by reference to Exhibit 10.5 to the
Registration Statement on Form S-4 of Liberty Media
Corporation (File No. 333-86491) as filed on September 3,
1999).
(10)(i)15 Second Amendment to Tax Sharing Agreement dated as of
September 24, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc., and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.6 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)16 Third Amendment to Tax Sharing Agreement dated as of October
20, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc. and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.7 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)17 Fourth Amendment to Tax Sharing Agreement dated as of
October 28, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc. and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.8 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)18 Fifth Amendment to Tax Sharing Agreement dated as of
December 6, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc. and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.9 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
</Table>
<Table>
(10)(i)19 Sixth Amendment to Tax Sharing Agreement dated as of
December 10, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc. and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.10 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)20 Seventh Amendment to Tax Sharing Agreement dated as of
December 30, 1999, by and among AT&T Corp., Liberty Media
Corporation, Tele-Communications, Inc., Liberty Ventures
Group LLC, Liberty Media Group LLC, TCI Starz, Inc., TCI CT
Holdings, Inc. and each Covered Entity listed on the
signature pages thereof (incorporated by reference to
Exhibit 10.11 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)21 Eighth Amendment to Tax Sharing Agreement dated as of July
25, 2000, by and among AT&T Corp., Liberty Media
Corporation, AT&T Broadband LLC, Liberty Ventures Group LLC,
Liberty Media Group LLC, TCI Starz, Inc., TCI CT Holdings,
Inc. and each Covered Entity listed on the signature pages
thereof (incorporated by reference to Exhibit 10.12 to the
Registration Statement on Form S-1 of Liberty Media
Corporation (File No. 333-55998) as filed on February 21,
2001).
(10)(i)22 Instrument dated January 14, 2000, adding The Associated
Group, Inc. as a party to the Tax Sharing Agreement dated as
of March 9, 1999, as amended, among The Associated Group,
Inc., AT&T Corp., Liberty Media Corporation,
Tele-Communications, Inc., Liberty Ventures Group LLC,
Liberty Media Group LLC, TCI Starz, Inc., TCI CT Holdings,
Inc. and each Covered Entity listed on the signature pages
thereof (incorporated by reference to Exhibit 10.12 to the
Registration Statement on Form S-1/A of Liberty Media
Corporation (File No. 333-93917) as filed on February 9,
2000).
(10)(i)23 First Supplement to Inter-Group Agreement dated as of May
28, 1999, between and among AT&T Corp., on the one hand, and
Liberty Media Corporation, Liberty Media Group LLC and each
Covered Entity listed on the signature pages thereof, on the
other hand (incorporated by reference to Exhibit 10.14 to
the Registration Statement on Form S-1/A of Liberty Media
Corporation (File No. 333-93917) as filed on February 9,
2000).
(10)(i)24 Second Supplement to Inter-Group Agreement dated as of
September 24, 1999, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.15 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)25 Third Supplement to Inter-Group Agreement dated as of
October 20, 1999, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.16 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)26 Fourth Supplement to Inter-Group Agreement dated as of
December 6, 1999, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.17 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
(10)(i)27 Fifth Supplement to Inter-Group Agreement dated as of
December 10, 1999, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.18 to the Registration Statement on Form S-1/A of
Liberty Media Corporation (File No. 333-93917) as filed on
February 9, 2000).
</Table>
<Table>
(10)(i)28 Sixth Supplement to Inter-Group Agreement dated as of
December 30, 1999, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.19 to the Registration Statement on Form S-1 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
(10)(i)29 Seventh Supplement to Inter-Group Agreement dated as of July
25, 2000, between and among AT&T Corp., on the one hand, and
Liberty Media Corporation, Liberty Media Group LLC and each
Covered Entity listed on the signature pages thereof, on the
other hand (incorporated by reference to Exhibit 10.21 to
the Registration Statement on Form S-1 of Liberty Media
Corporation (File No. 333-55998) as filed on February 21,
2001).
(10)(i)30 Instrument dated January 14, 2000, adding The Associated
Group, Inc. as a party to the Inter-Group Agreement dated as
of March 9, 1999, as supplemented, between and among AT&T
Corp., on the one hand, and Liberty Media Corporation,
Liberty Media Group LLC and each Covered Entity listed on
the signature pages thereof, on the other hand (incorporated
by reference to Exhibit 10.20 to the Registration Statement
on Form S-1/A of Liberty Media Corporation (File No.
333-93917) as filed on February 9, 2000).
(10)(i)31 Eighth Supplement to Inter-Group Agreement dated as of
November 20, 2000, between and among AT&T Corp., on the one
hand, and Liberty Media Corporation, Liberty Media Group LLC
and each Covered Entity listed on the signature pages
thereof, on the other hand (incorporated by reference to
Exhibit 10.24 to the Registration Statement on Form S-1 of
Liberty Media Corporation (File No. 333-66034) as filed on
July 27, 2001).
(10)(i)32 Ninth Supplement to Inter-Group Agreement dated as of June
14, 2001, between and among AT&T Corp., on the one hand, and
Liberty Media Corporation, Liberty Media Group LLC, AGI LLC,
Liberty SP, Inc., LMC Interactive, Inc. and Liberty AGI,
Inc., on the other hand (incorporated by reference to
Exhibit 10.25 to the Registration Statement on Form S-1 of
Liberty Media Corporation (File No. 333-66034) as filed on
July 27, 2001).
(10)(i)33 Agreement and Plan of Merger dated as of December 19, 2001
among AT&T Corp., AT&T Broadband Corp., Comcast Corporation,
AT&T Broadband Acquisition Corp., Comcast Acquisition Corp.
and AT&T Comcast Corporation (incorporated by reference to
Exhibit 2.1 to the Registration Statement on Form S-4 of
AT&T Comcast Corporation (File No. 333-82460) as filed on
February 11, 2002).
(10)(i)34 Separation and Distribution Agreement dated as of December
19, 2001 between AT&T Corp. and AT&T Broadband Corp.
(incorporated by reference to Exhibit 2.2 to the
Registration Statement on Form S-4 of AT&T Comcast
Corporation (File No. 333-82460) as filed on February 11,
2002).
(10)(i)35 Tax Sharing Agreement dated as of December 19, 2001 between
AT&T Corp. and AT&T Broadband Corp. (incorporated by
reference to Exhibit 2.4 to the Registration Statement on
Form S-4 of AT&T Comcast Corporation (File No. 333-82460) as
filed on February 11, 2002).
(10)(i)36 Employee Benefits Agreement dated as of December 19, 2001
between AT&T Corp. and AT&T Broadband Corp. (incorporated by
reference to Exhibit (10)(i)37 to Form 10-K for 2001, File
No. 1-1105).
(10)(i)37 Amended and Restated 364-Day Revolving Credit Facility
Agreement, dated as of October 6, 2004, among AT&T Corp.,
the Lenders party hereto, JPMorgan Chase Bank and Citicorp
USA, Inc. as Administrative Agents, ABN Amro Bank N.V., Bank
of America, N.A. and Royal Bank of Scotland, as
Co-Syndication Agents, and Barclays Bank PLC, Credit Suisse
First Boston, Cayman Islands Branch, Deutsch Bank AG New
York Branch, HSBC Bank USA, Morgan Stanley Bank and UBS
Securities LLC, as Co-Documentation Agents, with J.P. Morgan
Securities Inc., Citigroup Global Markets Inc. and Banc of
America Securities LLC, as Joint Lead Arrangers and Joint
Bookrunners. (incorporated by reference to Form 8-K filed
October 7, 2004, File No. 1-1105).
</Table>
<Table>
(10)(iii)(A)1 AT&T Short Term Incentive Plan as amended January 2004
(incorporated by reference to Exhibit (10)(iii)(A)1 to Form
10-Q for quarter ended Match 31, 2004), amending and
restating AT&T Short Term Incentive Plan, as amended March
1994 (incorporated by reference to Exhibit (10)(iii)(A)1 to
Form 10-K for 1994, File No. 1-1105).
(10)(iii)(A)2 AT&T 1987 Long Term Incentive Program as amended December
17, 1997 (incorporated by reference to Exhibit 10)(iii)(A)2
to Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)3 AT&T Senior Management Individual Life Insurance Program as
amended March 3, 1998 (incorporated by reference to Exhibit
(10)(iii)(A)3 to Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)4 AT&T Senior Management Long Term Disability and Survivor
Protection Plan, as amended and restated effective January
1, 1995 (incorporated by reference to Exhibit (10)(iii)(A)4
to Form 10-K for 1996, File No. 1-1105).
(10)(iii)(A)5 AT&T Senior Management Financial Counseling Program dated
December 29, 1994 (incorporated by reference to Exhibit
(10)(iii)(A)5 to Form 10-K for 1994, File No. 1-1105).
(10)(iii)(A)6 AT&T Deferred Compensation Plan for Non-Employee Directors,
as amended December 15, 1993 (incorporated by reference to
Exhibit (10)(iii)(A)6 to Form 10-K for 1993, File No.
1-1105) and as amended May 18, 2004 (incorporated by
reference to Exhibit (10)(iii)(A)4 to Form 10-Q for second
quarter 2004).
(10)(iii)(A)7 The AT&T Directors Individual Life Insurance Program as
amended March 2, 1998 (incorporated by reference to Exhibit
(10)(iii)(A)7 to Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)8 AT&T Plan for Non-Employee Directors' Travel Accident
Insurance (incorporated by reference to Exhibit
(10)(iii)(A)8 to Form 10-K for 1990, File No. 1-1105).
(10)(iii)(A)9 AT&T Excess Benefit and Compensation Plan, as amended and
restated effective October 1, 1996 (incorporated by
reference to Exhibit (10)(iii)(A)9 to Form 10-K for 1996,
File No. 1-1105) including Form of Amendment to AT&T Excess
Benefit and Compensation Plan dated as of July 28, 2003
(incorporated by reference to Exhibit 10(iii)(A)1 to Form
10-Q for third quarter 2003, File No. 1-1105).
(10)(iii)(A)10 AT&T Non-Qualified Pension Plan, as amended and restated
January 1, 1995 (incorporated by reference to Exhibit
(10)(iii)(A)10 to Form 10-K for 1996, File No. 1-1105)
including Form of Amendment to AT&T Non-Qualified Pension
Plan dated as of July 28, 2003 (incorporated by reference to
Exhibit 10(iii)(A)2 to Form 10-Q for third quarter 2003,
File No. 1-1105).
(10)(iii)(A)11 AT&T Senior Management Incentive Award Deferral Plan, as
amended January 21, 1998 (incorporated by reference to
Exhibit (10)(iii)(A)11 to Form 10-K for 1998, File No.
1-1105) including Form of Amendment to AT&T Senior
Management Incentive Award Deferral Plan dated as of July
28, 2003 (incorporated by reference to Exhibit 10(iii)(A)3
to Form 10-Q for third quarter 2003, File No. 1-1105).
(10)(iii)(A)12 AT&T Mid-Career Hire Program revised effective January 1,
1988 (incorporated by reference to Exhibit (10)(iii)(A)4 to
Form SE, dated March 25, 1988, File No. 1-1105) including
AT&T Mid-Career Pension Plan, as amended and restated July
1, 1999 (incorporated by reference to Exhibit (10)(iii)(A)12
to Form 10-K for 1999, File No. 1-1105).
(10)(iii)(A)13 AT&T 1997 Long Term Incentive Program as amended through
March 14, 2000 (incorporated by reference to Exhibit
(10)(iii)(A)13 to Form 10-K for 1999, File No. 1-1105).
(10)(iii)(A)14 Indemnification Agreement for Officers and Directors
(incorporated by reference to Exhibit (10)(iii)(A)14 to Form
10-K for 2003, File No. 1-1105).
(10)(iii)(A)15 Pension Plan for AT&T Non-Employee Directors revised
February 20, 1989 (incorporated by reference to Exhibit
(10)(iii)(A)15 to Form 10-K for 1993, File No. 1-1105).
</Table>
<Table>
(10)(iii)(A)16 AT&T Corp. Senior Management Universal Life Insurance
Program effective October 1, 1999 (incorporated by reference
to Exhibit (10)(iii)(A)16 to Form 10-K for 2000, File No.
1-1105) including Form of Amendment to AT&T Corp. Senior
Management Universal Life Insurance Program dated as of July
28, 2003 (incorporated by reference to Exhibit 10(iii)(A)4
to Form 10-Q for third quarter 2003, File No. 1-1105). AT&T
Corp. Executive Life Insurance Program as amended and
restated on January 1, 2004.
(10)(iii)(A)17 AT&T Benefits Protection Trust Agreement as amended and
restated as of November 1993, including the first amendment
thereto dated December 23, 1997 (incorporated by reference
to Exhibit (10)(iii)(A)17 to Form 10-K for 1999, File No.
1-1105).
(10)(iii)(A)18 AT&T Senior Officer Severance Plan effective October 9,
1997, as amended October 30, 1997 (incorporated by reference
to Exhibit (10)(iii)(A)18 to Form 10-K for 1997, File No.
1-1105), and as amended, restated and renamed AT&T Senior
Officer Separation Plan as of January 1, 2003 including Form
of Amendment of Appendix A of AT&T Senior Officer Severance
Plan dated as of July 28, 2003 (incorporated by reference to
Exhibit 10(iii)(A)5 to Form 10-Q for third quarter 2003,
File No. 1-1105); AT&T Corp. board resolutions adopted
February 23, 2004 authorizing amendment of Senior Officer
Separation Plan (incorporated by reference to Exhibit
(10)(iii)(A)2 to Form 10-Q for first quarter 2004, File No.
1-1105); AT&T Senior Officer Separation Plan as amended and
restated May 19, 2004 (incorporated by reference to Exhibit
(10)(iii)(A)2 to Form 10-Q for second quarter 2004, File No.
1-1105).
(10)(iii)(A)19 Special Incentive Agreement between AT&T Corp. and Hossein
Eslambolchi dated June 2, 2003 (incorporated by reference to
Exhibit (10)(iii)(A)1 to Form 10-Q for second quarter 2003,
File No. 1-1105).
(10)(iii)(A)20 Employment Agreement between AT&T Corp. and Thomas W. Horton
dated as of June 10, 2002 (incorporated by reference to
Exhibit (10)(iii)(A)20 to Form 10-K for 2003, File No.
1-1105).
(10)(iii)(A)21 Pension Agreement between AT&T Corp. and Thomas W. Horton
dated as of July 29, 2003 (incorporated by reference to
Exhibit (10)(iii)(A)21 to Form 10-K for 2003, File No.
1-1105).
(10)(iii)(A)22 Modification to Employment Agreement dated September 16,
2002 to Employment Agreement between AT&T Corp. and Thomas
W. Horton dated as of June 10, 2002 (incorporated by
reference to Exhibit (10)(iii)(A)22 to Form 10-K for 2003,
File No. 1-1105).
(10)(iii)(A)23 Financial Services Agreement between AT&T Corp. and Thomas
W. Horton dated as of July 24, 2002 (incorporated by
reference to Exhibit (10)(iii)(A)23 to Form 10-K for 2003,
File No. 1-1105).
(10)(iii)(A)24 AT&T Corp. Executive Disability Plan dated February 2004
(incorporated by reference to Exhibit (10)(iii)(A)24 to Form
10-K for 2003, File No. 1-1105)
(10)(iii)(A)25 AT&T Corp. Directors' Universal Life Insurance Program
effective June 1, 2000 (incorporated by reference to Exhibit
(10)(iii)(A)25 to Form 10-K for 2000, File No. 1-1105).
(10)(iii)(A)26 AT&T Corp. Senior Management Universal Life Insurance
Program for Former Executives effective October 1, 1999
(incorporated by reference to Exhibit (10)(iii)(A)26 to Form
10-K for 2000, File No. 1-1105).
(10)(iii)(A)27 Special Temporary Allowance Agreement between AT&T Corp. and
David Dorman dated December 15, 2003 (incorporated by
reference to Exhibit (10)(iii)(A)27 to Form 10-K for 2003,
File No. 1-1105).
(10)(iii)(A)28 Agreement between AT&T Corp. and Hossein Eslambolchi dated
January 4, 2001 including amendment dated March 9, 2001
(incorporated by reference to Exhibit (10)(iii)(A)28 to Form
10-K for 2002, File No. 1-1105).
(10)(iii)(A)29 Board of Directors resolution adopted July 15, 2003 amending
various executive and management plans as of January 1, 2004
(incorporated by reference to Exhibit (10)(iii)(A)29 to Form
10-K for 2003, File No. 1-1105).
</Table>
<Table>
(10)(iii)(A)30 AT&T Corp. board resolutions adopting change in control provision to various plans effective
October 23, 2000 (incorporated by reference to Exhibit (10)(iii)(A)32 to Form 10-K for 2000,
File No. 1-1105).
(10)(iii)(A)31 Employment Agreement between AT&T Corp. and David Dorman dated May 18, 2001 (incorporated by
reference to Exhibit (10)(iii)(A)35 to Form 10-K for 2001, File No. 1-1105) including amendment
dated December 31, 2002 (incorporated by reference to Form 10-K for 2002, File No. 1-1105)
including amendment dated July 25, 2003 (incorporated by reference to Exhibit 10(iii)(A)7 to
Form 10-Q for third quarter 2003, File No. 1-1105).
(10)(iii)(A)32 Special Equity Agreement between AT&T Corp. and Hossein Eslambolchi dated January 31, 2001
(incorporated by reference to Exhibit (10)(iii)(A)35 to Form 10-K for 2002, File No. 1-1105).
(10)(iii)(A)33 Employment Agreement between AT&T Corp. and Hossein Eslambolchi dated December 28, 1999
including amendment dated January 6, 2000 (incorporated by reference to Exhibit (10)(iii)(A)36
to Form 10-K for 2002, File No. 1-1105).
(10)(iii)(A)34 Agreement between AT&T Corp. and James W. Cicconi dated July 29, 1998 (incorporated by reference
to Exhibit (10)(iii)(A)37 to Form 10-K for 2002, File No. 1-1105).
(10)(iii)(A)35 Special Deferral Agreement between AT&T Corp. and James W. Cicconi dated April 2, 2001
(incorporated by reference to Exhibit (10)(iii)(A)38 to Form 10-K for 2002, File No. 1-1105).
(10)(iii)(A)36 Employment Agreement between AT&T Corp. and William J. Hannigan dated April 26, 2004 (filed on
March 10, 2005 with Form 10-K for 2004, File No. 1-1105).
(10)(iii)(A)37 AT&T 2004 Long Term Incentive Plan (incorporated by reference to Exhibit 4.1 to Form S-8 filed
on May 26, 2004, File No. 333-115909)
(10)(iii)(A)38 Summary of actions taken to amend the definition of "Change in Control" in AT&T benefit plans
and programs generally (incorporated by reference to Exhibit (10)(iii)(A)3 to Form 10-Q for
second quarter 2004).
(12) Computation of Ratio of Earnings to Fixed Charges (filed on March 10, 2005 with Form 10-K for
2004, File No. 1-1105).
(14) Code of Ethics for Chief Executive Officer and Senior Financial Officers (incorporated by
reference to Exhibit (14) to Form 10-K for 2003, File No. 1-1105).
(21) List of subsidiaries of AT&T (filed on March 10, 2005 with Form 10-K for 2004, File No. 1-1105).
(23) Consent of PricewaterhouseCoopers LLP, filed herewith.
(24) Powers of Attorney executed by officers and directors who signed the Form 10-K for 2004 (filed
on March 10, 2005 with Form 10-K for 2004, File No. 1-1105).
(31.1) Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
(31.2) Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
(32.1) Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.
(32.2) Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.
</Table>