EXHIBIT 99-c
REPORT OF THE INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareowner of Pacific Telesis Group:
We have audited the consolidated balance sheet of Pacific Telesis Group (a
wholly owned subsidiary of SBC Communications Inc. effective April 1, 1997) and
Subsidiaries (the "Company"), as of December 31, 1996, the related consolidated
statements of income, shareowners' equity and cash flows for each of the two
years in the period then ended, and the financial statement schedule as of and
for the two years ended December 31, 1996, as included in the Company's annual
report on Form 10-K for the year ended December 31, 1996. These consolidated
financial statements and the financial statement schedule are the responsibility
of management. Our responsibility is to express an opinion on the consolidated
financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Pacific
Telesis Group and Subsidiaries as of December 31, 1996, and the consolidated
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial statement
schedule referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein as of and for the two years ended
December 31, 1996.
As discussed in Note A to the consolidated financial statements, Pacific Bell, a
subsidiary of Pacific Telesis Group, changed its method of recognizing directory
publishing revenues and related expenses effective January 1, 1996. Also
discussed in Note A, Pacific Bell discontinued its application of Statement of
Financial Accounting Standards No. 71, "Accounting for the Effects of Certain
Types of Regulation" during 1995.
COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
San Francisco, California
February 27, 1997
REPORT OF THE INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareowner of Pacific Telesis Group:
We have audited the consolidated balance sheet of Pacific Telesis Group (a
wholly owned subsidiary of SBC Communications Inc. effective April 1, 1997) and
Subsidiaries (the "Company"), as of December 31, 1996, the related consolidated
statements of income, shareowners' equity and cash flows for each of the two
years in the period then ended, and the financial statement schedule as of and
for the two years ended December 31, 1996, as included in the Company's annual
report on Form 10-K for the year ended December 31, 1996. These consolidated
financial statements and the financial statement schedule are the responsibility
of management. Our responsibility is to express an opinion on the consolidated
financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Pacific
Telesis Group and Subsidiaries as of December 31, 1996, and the consolidated
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial statement
schedule referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein as of and for the two years ended
December 31, 1996.
As discussed in Note A to the consolidated financial statements, Pacific Bell, a
subsidiary of Pacific Telesis Group, changed its method of recognizing directory
publishing revenues and related expenses effective January 1, 1996. Also
discussed in Note A, Pacific Bell discontinued its application of Statement of
Financial Accounting Standards No. 71, "Accounting for the Effects of Certain
Types of Regulation" during 1995.
COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
San Francisco, California
February 27, 1997