01—Abstract
Summary
Summary of the 10-K/A filed June 28, 2002. Cited figures are marked; the original filing is the authoritative source.
This filing is a Form 10-K/A that amends the 2001 Annual Report of SBC Communications Inc. (the prompt refers to it as AT&T Inc., ticker T; SBC later renamed itself AT&T Inc. and kept the ticker).
It adds no consolidated financial statements, segment data, or management discussion. Instead, it attaches Form 11-K annual reports for three employee retirement plans: the SBC Savings Plan, the SBC Savings and Security Plan, and the Ameritech Savings and Security Plan for Non-Salaried Employees. The filing was signed by CFO Randall Stephenson on June 28, 2002.
The plan data mainly reflects the 2001 decline in SBC's stock price. Net assets in the SBC Savings Plan rose to $6.90 billiona from $5.73 billion, largely because the Ameritech plan merged in, bringing in about $3.23 billion of transferred assets. Net depreciation on investments was $1.08 billion, and the plan paid out $1.40 billion in distributions.
The SBC Savings and Security Plan fell to $4.00 billionb from $4.63 billion, and the Ameritech plan fell to $2.09 billion from $2.57 billion. Both reported large investment depreciation, driven mainly by losses on SBC common shares. For investors, the filing's main significance is governance and employee-benefit disclosure rather than company performance.
The most notable item is a January 1, 2002 plan amendment that shortened vesting from five years to three years and raised maximum employee contributions from 16% to 30% of pay. The filing also documents the transfer of employees and about $125 millionc of plan assets to the Cingular Wireless joint venture with BellSouth, and it reports that the IRS determination letter for the plans is still pending.
02—Key points
Key Highlights
- Filing type and scope: Form 10-K/A amending SBC Communications' 2001 Annual Report to add three Form 11-K plan reports; it contains no consolidated company financials.
- SBC Savings Plan net assets rose to $6.90 billion at year-end 2001 from $5.73 billion, driven mainly by about $3.23 billion of assets transferred in from the merged Ameritech Savings Plan.
- Investment depreciation was heavy across plans: $1.08 billion (SBC Savings Plan), $638 million (Savings and Security Plan), and $357 million (Ameritech plan), largely tied to declines in SBC common shares.
- The SBC Savings Plan held about 47.8 million SBC common shares in its SBC Shares Fund, valued at $1.87 billion at year-end 2001, a sizable employee holding of company stock.
- Effective January 1, 2002, the plans were amended to shorten vesting from five years to three years, raise the maximum employee contribution from 16% to 30%, and add the Mid and Small Cap and International Stock Funds.
- About $124 million (SBC Savings Plan) and $7 million (Savings and Security Plan) were distributed to State Street Bank and Trust for employees transferred to the Cingular Wireless joint venture in December 2001.
- All three plans' financial statements were audited by Ernst & Young LLP with unqualified opinions dated June 21, 2002, and the plans reported a pending new IRS tax determination letter filed February 28, 2002.
03—Questions
Frequently Asked Questions
Does this filing contain SBC's consolidated financial results for 2001?
No. The 10-K/A only amends the exhibits to the 2001 Annual Report by adding Form 11-K reports for three employee savings plans. Company-wide revenue, earnings, and balance sheet data would be in the original Form 10-K, not in this amendment.
Why did the savings plans show such large investment losses in 2001?
The plans hold large positions in SBC common stock, including through the SBC Shares Fund and the employee stock ownership plan. Common stock depreciation accounted for most of the losses, with $816 million in the SBC Savings Plan, $561 million in the Savings and Security Plan, and $350 million in the Ameritech plan. Collective trust losses added smaller amounts.
What changed for employees in the savings plans starting in 2002?
Effective January 1, 2002, vesting for company matching contributions shortened from five years to three years, and the maximum employee contribution rose from 16% to 30% of pay. Employees could also take SBC Shares Fund and LESOP dividends in cash or reinvest them, and the Savings and Security Plan allowed immediate eligibility to contribute.
How did the Cingular joint venture affect the plans?
SBC had entered a joint venture with BellSouth called Cingular Wireless in 2000, and some SBC employees were leased to it. Those employees became Cingular employees in December 2001, and the plans distributed about $124 million (SBC Savings Plan) and $7 million (Savings and Security Plan) to State Street Bank and Trust for their accounts.
04—Continue