UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Amendment No. 1)
.X. QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
OR
.... TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________to _____________
Commission file number 1-1105
AT&T CORP.
A New York I.R.S. Employer
Corporation No. 13-4924710
One AT&T Way, Bedminster, New Jersey 07921
Telephone - Area Code 908-221-2000
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 whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) Yes .X No ...
At October 31, 2003, the following shares of stock were outstanding: AT&T common
stock 789,873,024
Explanatory Note
The undersigned registrant hereby files Amendment No. 1 to amend the following
Items with respect to its Quarterly Report on Form 10-Q for the period ended
September 30, 2003:
1) We have amended Item 4, "Controls and Procedures," to revise the language and
to provide greater details concerning changes in our internal controls.
2) The registrant has amended Item 6, "Exhibits and Reports on Form 8-K," to
correct the numbering of the Exhibits. We have also refurnished with different
Exhibit numbers the certifications provided pursuant to Section 906 of the
Sarbanes Oxley Act of 2002 and filed new certifications pursuant to Section 302
of the Act.
Item 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we completed an evaluation,
under the supervision and with the participation of our management including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rules 13a-15 or 15d-15. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective in alerting them timely to material
information required to be included in our Exchange Act filings. Other than as
described below, there have not been any changes in our internal controls over
financial reporting identified in connection with the evaluation required by
Exchange Act Rules 13a-15 or 15d-15 or otherwise that occurred during our last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.
In September 2003, in conjunction with our review of accounting and internal
control systems, the Company determined that the liability on the balance sheet
(included in accounts payable) relating to costs incurred in 2001 and 2002
pertaining to access and other connection expense was understated by $125
million. Since the impact to prior years' annual financial statements was not
material, the Company recorded an additional expense of $125 million ($77
million after-tax) in the third quarter of 2003 to reflect the proper estimate
of the liability.
A review was conducted by outside legal counsel, under the direction of the
Audit Committee. This review found that two employees, one lower-level and one
mid-level management employee, circumvented the internal controls process
resulting in the financial impacts noted above. The Company made the appropriate
personnel changes and enhanced its internal controls accordingly. The principal
focus of these enhancements included higher skill levels of those performing the
function (CPA required for mid-level manager), changes in the approval process
for accruing access expense, as well as additional reviews of such expense and
related reconciliations by higher levels of management (Business Unit Controller
and AT&T Controller). In addition, actual access payments are reviewed quarterly
to further substantiate the recorded liability.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number
10(iii)(A)1 Form of Amendment to AT&T Excess Benefit and
Compensation Plan dated as of July 28, 2003
to 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). *
10(iii)(A)2 Form of Amendment to AT&T Non-Qualified
Pension Plan dated as of July 28, 2003 to
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). *
10(iii)(A)3 Form of Amendment to AT&T Senior Management
Incentive Award Deferral Plan dated as of
July 28, 2003 to AT&T Senior Management
Incentive Award Deferral Plan, as amended
effective January 21, 1998 (incorporated by
reference to Exhibit (10)(iii)(A)11 to Form
10-K for 1998, File No. 1-1105). *
10(iii)(A)4 Form of Amendment to AT&T Corp. Senior
Management Universal Life Insurance Program
dated as of July 28, 2003 to 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). *
10(iii)(A)5 Form of Amendment of Appendix A of AT&T
Senior Officer Separation Plan dated as of
July 28, 2003 to AT&T Senior Officer
Severance Plan, 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 (incorporated by
reference to Exhibit (10)(iii)(A)18 to Form
10-K for 2002, File No. 1-1105). *
10(iii)(A)6 Form of Employment Agreement between AT&T
Corp. and Betsy J. Bernard as amended on
July 25, 2003 to original agreement dated
April 9, 2001 (incorporated by reference to
Exhibit (10)(iii)(A)21 to Form 10-K for
2001. File No. 1-1105) including amendment
dated October 1, 2002 (incorporated by
reference to Exhibit (10)(iii)(A)21 to Form
10-K for 2002, File No. 1-1105). *
10(iii)(A)7 Form of Employment Agreement between AT&T
Corp. and David W. Dorman as amended on July
25, 2003 to original agreement dated May 18,
2001 (incorporated by reference to Exhibit
(10)(iii)(A)35 to Form 10-K for 2001)
including amendment dated December 31, 2002
(incorporated by reference to Exhibit
(10)(iii)(A)34 to Form 10-K for 2002, File
No. 1-1105). *
12 Computation of Ratio of Earnings to Fixed
Charges *
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.
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.
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. **
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. **
(b) Reports on Forms 8-K
Form 8-K dated July 16, 2003 was filed pursuant to Item 5 on
July 17, 2003. Form 8-K dated July 24, 2003 was furnished
pursuant to Item 7 and Item 9 on July 24, 2003. Form 8-K dated
July 24, 2003 was furnished pursuant to Item 12 on July 28,
2003.
* Documents filed previously with Form 10-Q for period ended September 30, 2003.
**Documents furnished previously with Form 10-Q for period ended September 30,
2003 as Exhibits 99.1 and 99.2, respectively.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AT&T Corp.
/s/ N. S. Cyprus
-----------------------------
By: N. S. Cyprus
Vice President and Controller
(Principal Accounting Officer)
Date: January 8, 2004