AS FILED ELECTRONICALLY WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13,
2002
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A-2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
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
295 NORTH MAPLE AVENUE, BASKING RIDGE, NEW JERSEY 07920
TELEPHONE NUMBER 908-221-2000
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. [ ]
At February 28, 2002, the aggregate market value of voting common stock
held by non-affiliates was approximately $54 billion. At February 28, 2002,
3,545,275,809 shares of AT&T common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
(a) Documents filed as a part of the report:
(1) Exhibits:
Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission ("SEC"), are incorporated herein by reference as exhibits
hereto.
(3)a Restated Certificate of Incorporation of the registrant
filed January 10, 1989, Certificate of Correction of the
registrant filed June 8, 1989, Certificate of Change of the
registrant filed March 18, 1992, Certificate of Amendment of
the registrant filed June 1, 1992, Certificate of Amendment
of the registrant filed April 20, 1994, Certificate of
Amendment of the registrant filed June 8, 1998, Certificate
of Amendment of the registrant filed March 9, 1999,
Certificate of Amendment of the registrant filed April 12,
2000,Certificate of Amendment of the registrant filed June
2, 2000, Certificate of Amendment of the registrant filed on
June 15, 2000, Certificate of Amendment of the registrant
filed on January 19, 2001, Certificate of Amendment of the
registrant filed on June 6, 2001 and Certificate of
Amendment of the registrant filed on June 20, 2001.
(3)b By-Laws of the registrant, as amended January 25, 2001
(Exhibit (3)b to Form 10-K for 2000, File No. 1-1105).
(4) No instrument which defines the rights of holders of long
term debt, of the registrant and all of its consolidated
subsidiaries, is filed herewith pursuant to Regulation S-K,
Item 601(b)(4)(iii)(A). Pursuant to this regulation, the
registrant hereby agrees to furnish a copy of any such
instrument to the SEC upon request.
(10)(i)1 Form of Separation and Distribution Agreement by and among
AT&T Corp., Lucent Technologies Inc. and NCR Corporation,
dated as of February 1, 1996 and amended and restated as of
March 29, 1996 (incorporated by reference to Exhibit
(10)(i)1 to Form 10-K for 1996, File No. 1-1105).
(10)(i)2 Form of Distribution Agreement, dated as of November 20,
1996, by and between AT&T Corp. and NCR Corporation
(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).
1
(10)(i)5 Form of 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).
(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 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
2
(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 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
(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 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
(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 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
(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 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
(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 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
(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 of Liberty Media
Corporation (File No. 333-93917) as filed on December 30,
1999).
(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 of Liberty Media
Corporation (File No. 333-93917) as filed on December 30,
1999).
(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 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
3
(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 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
(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 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
(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 of
Liberty Media Corporation (File No. 333-93917) as filed on
December 30, 1999).
(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 of Liberty Media Corporation (File No.
333-93917) as filed on December 30, 1999).
(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, 2001).
(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,
2001).
4
(10)(i)35 Support Agreement dated as of December 19, 2001 among AT&T
Corp., Comcast Corporation, AT&T Comcast Corporation, Sural
LLC and Brian L. Roberts (incorporated by reference to
Exhibit 2.3 to the Registration Statement on Form S-4 of
AT&T Comcast Corporation (File No. 333-82460) as filed on
February 11, 2001).
(10)(i)36 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, 2001).
(10)(i)37 Employee Benefits Agreement dated as of December 19, 2001
between AT&T Corp. and AT&T Broadband Corp. (Exhibit
(10)(i)37 to Form 10-K for 2001, File No. 1-1105).
(10)(i)38 Amended and Restated 364-Day Competitive Advance and
Revolving Credit Facility Agreement, dated as of December
14, 2001, among AT&T Corp., the Lenders party thereto,
CITIBANK, N.A., CREDIT SUISSE FIRST BOSTON and GOLDMAN SACHS
CREDIT PARTNERS L.P., as Administrative Agents, and
CITIBANK, N.A., as Paying Agent. (Exhibit (10)(i)38 to Form
10-K for 2001, File No. 1-1105).
(10)(iii)(A)1 AT&T Short Term Incentive Plan as amended March, 1994
(Exhibit (10)(iii)(A)1 to Form 10-K for 1994, File No.
1-1105).
(10)(iii)(A)2 AT&T 1987 Long Term Incentive Program as amended December
17, 1997 (Exhibit 10)(iii)(A)2 to Form 10-K for 1997, File
No. 1-1105).
(10)(iii)(A)3 AT&T Senior Management Individual Life Insurance Program as
amended March 3, 1998 (Exhibit (10)(iii)(A)3 to Form 10-K
for 1997, File No. 1-1105).
(10)(iii)(A)4 AT&T Senior Management Long Term Disability and Survivor
Protection Plan, as amended and restated effective January
1, 1995 (Exhibit (10)(iii)(A)4 to Form 10-K for 1996, File
No. 1-1105).
(10)(iii)(A)5 AT&T Senior Management Financial Counseling Program dated
December 29, 1994 (Exhibit (10)(iii)(A)5 to Form 10-K for
1994, File No. 1-1105).
(10)(iii)(A)6 AT&T Deferred Compensation Plan for Non-Employee Directors,
as amended December 15, 1993 (Exhibit (10)(iii)(A)6 to Form
10-K for 1993, File No. 1-1105).
(10)(iii)(A)7 The AT&T Directors Individual Life Insurance Program as
amended March 2, 1998 (Exhibit (10)(iii)(A)1 to Form 10-K
for 1997, File No. 1-1105).
(10)(iii)(A)8 AT&T Plan for Non-Employee Directors' Travel Accident
Insurance (Exhibit (10)(iii)(A)8 to Form 10-K for 1990, File
No. 1-1105).
(10)(iii)(A)9 AT&T Excess Benefit and Compensation Plan, as amended and
restated effective October 1, 1996 (Exhibit (10)(iii)(A)9 to
Form 10-K for 1996, File No. 1-1105).
(10)(iii)(A)10 AT&T Non-Qualified Pension Plan, as amended and restated
January 1, 1995 (Exhibit (10)(iii)(A)10 to Form 10-K for
1996, File No. 1-1105).
(10)(iii)(A)11 AT&T Senior Management Incentive Award Deferral Plan, as
amended January 21, 1998 (Exhibit (10)(iii)(A)11 to Form
10-K for 1998, File No. 1-1105).
(10)(iii)(A)12 AT&T Mid-Career Hire Program revised effective January 1,
1988 (Exhibit (10)(iii)(A)4 to Form SE, dated March 25,
1988, File No. 1-1105) including AT&T Mid-Career Pension
Plan, as amended and restated July 1, 1999 (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 (Exhibit (10)(iii)(A)13 to Form 10-K for
1999, File No. 1-1105).
(10)(iii)(A)14 Form of Indemnification Contract for Officers and Directors
(Exhibit (10)(iii)(A)6 to Form SE, dated March 25, 1987,
File No. 1-1105).
(10)(iii)(A)15 Pension Plan for AT&T Non-Employee Directors revised
February 20, 1989 (Exhibit (10)(iii)(A)15 to Form 10-K for
1993, File No. 1-1105).
(10)(iii)(A)16 AT&T Corp. Senior Management Universal Life Insurance
Program effective October 1, 1999 (Exhibit (3)b to Form 10-K
for 2000, File No. 1-1105).
5
(10)(iii)(A)17 Form of AT&T Benefits Protection Trust Agreement as amended and restated as of November 1993,
including the first amendment thereto dated December 23, 1997 (Exhibit (10)(iii)(A)17 to Form
10-K for 1999, File No. 1-1105).
(10)(iii)(A)18 AT&T Senior Officer Severance Plan effective October 9, 1997, as amended October 30, 1997
(Exhibit (10)(iii)(A)18 to Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)19 Form of Pension Agreement between AT&T Corp. and Frank Ianna dated October 30, 1997 (Exhibit
(10)(iii)(A)19 to Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)20 Form of Pension Agreement between AT&T Corp. and John C. Petrillo dated October 30, 1997
(Exhibit (10)(iii)(A)21 to Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)21 Form of Employment Agreement between AT&T Corp. and Betsy J. Bernard dated April 6, 2001
(Exhibit (10)(iii)(A)21 to Form 10-K for 2001, File No. 1-1105).
(10)(iii)(A)22 Form of Employment Agreement between AT&T Corp. and C. Michael Armstrong dated October 17, 1997
(Exhibit (10)(iii)(A)23 to Form 10-K for 1997, File No. 1-1105).
(10)(iii)(A)23 Form of Employment Agreement between AT&T Corp. and William T. Schleyer dated November 6, 2001
(Exhibit (10)(iii)(A)23 to Form 10-K for 2001, File No. 1-1105).
(10)(iii)(A)24 Liberty Media 401(K) Savings Plan (Incorporation herein by reference to Exhibit 99.1 to
Post-Effective Amendment No. 2 on Form S-8 to the Registration Statement on Form S-4 of AT&T
Corp. (Commission File No. 333-70279) filed March 10, 1999).
(10)(iii)(A)25 AT&T Corp. Directors' Universal Life Insurance Program effective June 1, 2000 (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 (Exhibit (10)(iii)(A)26 to Form 10-K for 2000, File No. 1-1105).
(10)(iii)(A)27 Form of Employment Agreement between AT&T Corp. and Charles H. Noski dated December 8, 1999
(Exhibit (10)(iii)(A)27 to Form 10-K for 2000, File No. 1-1105).
(10)(iii)(A)28 Form of Special Deferral Agreement between AT&T Corp. and Charles H. Noski dated January 26,
2001 (Exhibit (10)(iii)(A)28 to Form 10-K for 2000, File No. 1-1105).
(10)(iii)(A)29 Form of Special Deferral Agreement between AT&T Corp. and Frank Ianna dated January 16, 2001
(Exhibit (10)(iii)(A)29 to Form 10-K for 2000, File No. 1-1105).
(10)(iii)(A)30 Form of Loan Agreement between AT&T Corp. and David Dorman dated December 21, 2000 (Exhibit
(10)(iii)(A)30 to Form 10-K for 2000, File No. 1-1105).
(10)(iii)(A)31 Form of Loan Agreement between AT&T Corp. and David Dorman dated December 21, 2000 (Exhibit
(10)(iii)(A)31 to Form 10-K for 2000, File No. 1-1105).
(10)(iii)(A)32 AT&T Corp. board resolutions adopting change in control provision to various plans effective
October 23, 2000 (Exhibit (10)(iii)(A)32 to Form 10-K for 2000, File No. 1-1105).
(10)(iii)(A)33 Form of Loan Agreement between AT&T Corp. and David Dorman dated April 13, 2001. (Exhibit
(10)(iii)(A)33 to Form 10-K for 2001, File No. 1-1105).
(10)(iii)(A)34 Form of Special Deferral Agreement between AT&T Corp. and Charles H. Noski dated January 16,
2002. (Exhibit (10)(iii)(A)34 to Form 10-K for 2001, File No. 1-1105).
(10)(iii)(A)35 Form of Employment Agreement between AT&T Corp. and David Dorman dated May 18, 2001. (Exhibit
(10)(iii)(A)35 to Form 10-K for 2001, File No. 1-1105).
(12) Computation of Ratio of Earnings to Fixed Charges. (Exhibit (12) to Form 10-K for 2001, File No.
1-1105).
(21) List of subsidiaries of AT&T. (Exhibit (21) to Form 10-K for 2001, File No. 1-1105).
(23)a Consent of PricewaterhouseCoopers, LLP. (Exhibit (23)a to Form 10K/A for 2001, File No. 1-1105).
(23)b Consent of KPMG, LLP. (Exhibit (23)b to Form 10-K/A for 2001, File No. 1-1105).
(23)c Consent of KPMG, LLP.
(23)d Consent of PricewaterhouseCoopers, LLP. (Exhibit (23)d to Form 10K/A for 2001, File No. 1-1105).
6
(24) Powers of Attorney executed by officers and directors who signed this report. (Exhibit (24) to
Form 10-K for 2001, File No. 1-1105).
(99) Liberty Media Corporation Financials (Exhibit (99) to Form 10-K for 2001, File No. 1-1105).
(99)a AT&T Canada Inc. Financials
(99)b Concert, B.V. Financials (Exhibit 99(b) to Form 10-K/A for 2001, File No. 1-1105).
AT&T will furnish, without charge, to a shareholder upon request a copy of
the annual report to shareholders and the proxy statement, portions of which are
incorporated herein by reference thereto. AT&T will furnish any other exhibit at
cost.
(b) Reports on Form 8-K:
During the fourth quarter 2001, Form 8-K dated October 15, 2001 was filed
pursuant to Item 5 (Other Events and Item 7 (Financial Statements and Exhibits)
on October 23, 2001 and Form 8-K dated December 19, 2001 was filed pursuant to
Item 5 (Other Events) and Item 7 (Financial Statements and Exhibits) on December
21, 2001.
7
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/ MARILYN J. WASSER
------------------------------------
M. J. Wasser
Vice President -- Law and Secretary
May 13, 2002
8