-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AhYEtXCCLtoa/4rtmpBm1GbLb7lcJVrGhEopQMEa7HWDh2dC368UaO/AjfLVx1Xt UpIICNUx/f14tNfxK6adTw== 0000732717-04-000205.txt : 20040311 0000732717-04-000205.hdr.sgml : 20040311 20040311154823 ACCESSION NUMBER: 0000732717-04-000205 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SBC COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732717 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 431301883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08610 FILM NUMBER: 04663005 BUSINESS ADDRESS: STREET 1: 175 E HOUSTON STREET 2: ROOM 9-Q-04 CITY: SAN ANTONIO STATE: TX ZIP: 78205 BUSINESS PHONE: 2108214105 MAIL ADDRESS: STREET 1: 175 E HOUSTON STREET 2: ROOM 9-Q-04 CITY: SAN ANTONIO STATE: TX ZIP: 78205 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHWESTERN BELL CORP DATE OF NAME CHANGE: 19920703 10-K 1 sbc10k.htm SBC 2003 FORM 10-K
                                                     FORM 10-K

                                                   UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549
(Mark One)

   |X|                             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                                      OF THE SECURITIES EXCHANGE ACT OF 1934


                                    For the fiscal year ended December 31, 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: 1-8610

                                              SBC COMMUNICATIONS INC.

                               Incorporated under the laws of the State of Delaware
                                 I.R.S. Employer Identification Number 43-1301883

                                   175 E. Houston, San Antonio, Texas 78205-2233
                                           Telephone Number 210-821-4105


               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 Exchange Act Rule 12b-2).
Yes __X___ No _____

Based on the closing  price of $25.55 per share on June 30,  2003,  the  aggregate  market  value of our voting and
non-voting common stock held by non-affiliates was $84.9 billion.

At February 27, 2004, common shares outstanding were 3,308,243,970.

                                        DOCUMENTS INCORPORATED BY REFERENCE

(1)    Portions of SBC  Communications  Inc.'s Annual Report to Shareowners for the fiscal year ended  December 31,
       2003 (Parts I and II).

(2)    Portions of SBC  Communications  Inc.'s Notice of 2004 Annual Meeting and Proxy Statement dated on March 11,
       2004 (Parts III and IV).






                                                    SCHEDULE A

                             Securities Registered Pursuant To Section 12(b) Of The Act:


                                                                                        Name of each exchange
                Title of each class                                                      on which registered
                -------------------                                                      -------------------

Common Shares (Par Value $1.00 Per Share)                                        New York, Chicago and Pacific
                                                                                 Stock Exchanges


7.00% Forty Year SBC Communications                                              New York Stock Exchange
    Inc. Notes, Due June 1, 2041





                                                  TABLE OF CONTENTS



Item                                                                                                   Page
- -------                                                                                                ----
                                                    PART I

   1.  Business....................................................................................         1
   2.  Properties..................................................................................         13
   3.  Legal Proceedings...........................................................................         13
   4.  Submission of Matters to a Vote of Security Holders.........................................         13


   Executive Officers of the Registrant............................................................         14


                                                       PART II

   5.  Market for Registrant's Common Equity, Related
         Stockholder Matters and Issuer Purchases of Equity Securities.............................         15
   6.  Selected Financial Data.....................................................................         15
   7.  Management's Discussion and Analysis of Financial Condition
        and Results of Operations..................................................................         15
  7A.  Quantitative and Qualitative Disclosures about Market Risk..................................         15
   8.  Financial Statements and Supplementary Data.................................................         15
   9.  Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure...................................................................         15
  9A.  Controls and Procedures.....................................................................         16


                                                      PART III

  10.  Directors and Executive Officers of the Registrant..........................................         16
  11.  Executive Compensation......................................................................         16
  12.  Security Ownership of Certain Beneficial Owners and
        Management and Related Stockholder Matters.................................................         16
  13.  Certain Relationships and Related Transactions..............................................         18


                                                       PART IV

  14.  Principal Accountant Fees and Services......................................................         18
  15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................         18









PART I

ITEM 1. BUSINESS

                                                      GENERAL

SBC Communications Inc. ("SBC" or "we") is a holding company incorporated under the laws of the State of Delaware
in 1983 and has its principal executive offices at 175 E. Houston, San Antonio, Texas 78205-2233 (telephone
number 210-821-4105).  We maintain an internet site at http://www.sbc.com.  (This website address is for
information only and is not intended to be an active link or to incorporate any website information into this
document.)  We make available, free of charge, on our website our annual report on Form 10-K, our quarterly
reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably
practicable after such reports are electronically filed with the SEC.  We also make available on our website, and
in print, if any shareholder or other person so requests, our code of business conduct and ethics entitled "Code
of Ethics" applicable to all employees and Directors, our "Corporate Governance Guidelines", and the charters for
the Audit, Human Resources and Corporate Governance and Nominating Committees of our Board of Directors.  Any
changes to our Code of Ethics or waiver of our Code of Ethics for senior financial officers, executive officers
or Directors will be posted on our website.

History

SBC was formed as one of several regional holding companies created to hold AT&T Corp.'s local telephone companies.
On January 1, 1984, SBC was spun-off from AT&T pursuant to an anti-trust consent decree, becoming an independent
publicly traded telecommunications services provider.  At formation, we primarily operated in five southwestern
states.  Our subsidiaries merged with Pacific Telesis Group in 1997, Southern New England Telecommunications
Corporation in 1998 and Ameritech Corporation in 1999, thereby expanding our wireline operations as the incumbent
local exchange carrier into a total of 13 states.  Our services and products are marketed under several brands
including SBC, through our joint venture with BellSouth Corporation (BellSouth), Cingular Wireless (Cingular), and
through our alliance with Yahoo!, SBC Yahoo!.

Scope

We rank among the largest providers of telecommunications services in the U.S. and the world.  Through our
subsidiaries, we provide communications services and products in the U.S. and have investments in more than 25
countries.  We offer our services and products to businesses and consumers, as well as other providers of
telecommunications services.

The services and products that we offer vary by market, and include: local exchange services, wireless
communications, long-distance services, internet services, telecommunications equipment, and directory
advertising and publishing.  In the first quarter of 2004, we began offering satellite television services
through our agreement with EchoStar Communications Corp. (EchoStar).  These results will be recorded in our
wireline segment.  We group our operating subsidiaries as follows, corresponding to our operating segments for
financial reporting purposes:

o   wireline subsidiaries provide primarily land and wire based services,
o   wireless subsidiaries hold our investment in Cingular, which provides primarily radio-wave based
    services,
o   directory subsidiaries provide services related to directory advertising and publishing,
o   international subsidiaries hold investments in primarily foreign entities outside of the U.S., and
o   other subsidiaries provide primarily corporate operations.

Our principal wireline subsidiaries provide telecommunications services in thirteen states: Arkansas, California,
Connecticut, Illinois, Indiana, Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas, and Wisconsin
(13-state area).  Wireline local exchange services offered in our 13-state area are provided through regulated
subsidiaries which operate within authorized regions subject to regulation by each state in which they operate
and by the Federal Communications Commission (FCC).  Additional information relating to regulation is contained
under the heading "Government Regulation" below and in the 2003 SBC Annual Report to Shareowners under the
heading "Operating Environment and Trends of the Business", and is incorporated herein by reference pursuant to
General Instruction G(2).

InterLATA Long-distance

We are authorized to offer wireline interLATA (traditional) long-distance services nationwide but we provide
services primarily to customers in our 13-state area and to customers in selected areas outside our wireline
subsidiaries' operating areas.

Broadband Initiative

In October 1999, we announced plans to upgrade our network to make broadband digital subscriber line (DSL)
services available to approximately 80% of our U.S. wireline customers over the four years through 2003 (Project
Pronto).  Due to the weakening U.S. economy and an uncertain and adverse regulatory environment, in October 2001
we announced a scale-back in our broadband deployment plans.  As discussed in greater detail below, in August
2003, the FCC released its Triennial Review Order, which appears to provide some relief from unbundling
requirements for broadband and new fiber facilities and equipment used to provide data and high-speed internet
access services.  However, because the new broadband rules contain some ambiguities and have been appealed to the
U.S. Court of Appeals for the District of Columbia Circuit (D.C. Circuit), and are subject to petitions for
reconsideration or clarification before the FCC, we continue to face uncertainty regarding the regulatory
treatment of our broadband investments.  Nevertheless, due to increasing growth opportunities and competition, we
have resumed a Project Pronto-related limited build-out and expect to have DSL available to nearly 80% of our
wireline customer locations in early 2004, up from 75% at December 31, 2003.  Our DSL lines, which provide
broadband internet access, continue to grow and were approximately 3,515,000 at December 31, 2003, compared to
2,199,000 at the end of 2002.

The FCC has begun reviewing the rules governing broadband services offered by cable, satellite and wireless
operators in addition to traditional wireline offerings.  The FCC tentatively concluded that wireline broadband
internet access services are "information" services rather than "telecommunications" services, which would result
in less regulation.  In October 2003, the United States Court of Appeals for the Ninth Circuit (9th Circuit)
ruled that broadband internet access services provided by cable operators involve both an "information service"
and a "telecommunications" service.  If this decision is upheld (the FCC has a request for rehearing pending
before the 9th Circuit), the FCC may change its tentative conclusion that wireline broadband internet access
services are information services, not telecommunications services.  It is likely that the FCC will not act in
these proceedings until the 9th Circuit rules on its request for rehearing.  We are not certain of the effect the
9th Circuit's decision will have on our operations or financial statements.

Cable operators have no general obligation to provide third-party Internet Service Providers (ISPs) access to
their broadband networks at this time, although the FCC has begun a proceeding to consider the issue.  The 9th
Circuit's decision (discussed above) could support the imposition on cable operators of some of the same
regulations applicable to wireline companies but it is unclear at this time whether the decision will have a
significant impact on providers of cable modem services.

In December 2002, the FCC ruled that advanced services, such as DSL, when provided through one of our separate
subsidiaries, are not subject to tariff regulations and cost study requirements.  However, we are still required
to retain cost data and offer our retail advanced services for resale at a discount.  This ruling should allow us
to respond more quickly to offerings by unregulated competitors.  The FCC is expected to complete its broadband
review during 2004.  The effect of the review on our results of operations and financial position cannot be
determined at this time.

Voice over Internet Protocol

Voice over Internet Protocol (VoIP) is generally used to describe the transmission of voice and data using
Internet-based technology rather than a traditional wire and switch-based telephone network.  As a result, this
technology can provide services, although not necessarily of the same quality, often at a lower cost because a
traditional network need not be constructed and maintained and because it has not been subject to traditional
telephone industry regulation.  In early 2004, the FCC opened a rule making proceeding on VoIP.  The rulemaking is
expected to address whether and how a wide range of regulations should be applied to VoIP, including issues
related to federal and state jurisdiction, intercarrier compensation, universal service, public safety, consumer
protection and other matters.  During 2003, a number of state utility commissions also began proceedings to
examine the regulatory treatment of VoIP.

Notwithstanding the unresolved regulatory questions before the FCC and the state commissions, numerous
communications providers began providing various forms of VoIP in 2003, or announced their intentions to do so in
the near future.  These providers include both established companies as well as new entrants.  Thus, while the
deployment of VoIP will result in increased competition for our core wireline voice services, it also presents
growth opportunities for us to develop new products for our customers.

Cingular

Cingular, our wireless joint venture with BellSouth, began operations in October 2000.  Cingular serves
approximately 24.8 million customers and is the second-largest provider of mobile wireless voice and data
communications services in the U.S., based on the number of wireless customers.  Cingular has access to licenses
on the 850 and 1900 MHz bands to provide cellular or PCS wireless communications services covering an aggregate
population of potential customers, referred to as "POPs", of approximately 236 million, or approximately 81% of
the U.S. population, including 45 of the 50 largest U.S. metropolitan areas.  See "Recent Developments" below for
a discussion of Cingular's pending acquisition of AT&T Wireless Services, Inc. (AT&T Wireless).

Cingular's wireless networks use equipment with digital transmission technologies known as Global System for
Mobile Communication (GSM) technology and Time Division Multiple Access (TDMA) technology.  Cingular
substantially completed upgrading its existing TDMA markets to use GSM technology in order to provide a common
voice standard.  Cingular's GSM network now covers approximately 93% of Cingular's POPs.  Additionally, through
roaming agreements with other carriers, Cingular customers have GSM coverage in approximately 90% of the U.S.
Also, Cingular is adding high-speed technologies for data services known as General Packet Radio Services (GPRS)
and Enhanced Data Rates for GSM Evolution (EDGE).

Cingular is in the process of upgrading its network to third generation (3G) wireless data technology by using
EDGE.  EDGE technology is Cingular's choice for a 3G wireless communications standard that will allow customers
to access the Internet from their wireless devices at higher speeds than even GPRS.  At December 31, 2003,
Cingular's EDGE technology covered approximately 20% of its POPs.  Cingular expects the GSM/GPRS/EDGE network
overlay to be fully complete by the end of 2004.

                                                BUSINESS OPERATIONS

Operating Segments

Our segments are strategic business units that offer different products and services and are managed
accordingly.  Under U. S. generally accepted accounting principles (GAAP) segment reporting rules, we analyze our
various operating segments based on segment income.  Interest expense, interest income, other income (expense) -
net and income tax expense are managed only on a total company basis and are, accordingly, reflected only in
consolidated results.  Therefore, these items are not included in the calculation of each segment's percentage of
our consolidated results.  We have five reportable segments that reflect the current management of our business:
(1) wireline; (2) Cingular; (3) directory; (4) international; and (5) other.

Additional information about our segments, including financial information, is included under the heading
"Segment Results" on pages 9 through 18 and in Note 4 of the 2003 SBC Annual Report to Shareowners and is
incorporated herein by reference pursuant to General Instruction G(2).

Wireline

Wireline is our largest operating segment, providing approximately 65% of 2003 revenues and 46% of income from
all our segments.  Our wireline segment operates as both a retail and wholesale seller of communication
services.  We provide landline telecommunications services, including local, long-distance voice, switched
access, data, and messaging services.  Our landline telecommunications subsidiaries serve approximately 28.8
million retail consumer, 18.3 million retail business, 7.1 million wholesale and 0.5 million other access lines,
for a total of 54.7 million access lines in our 13-state area.

Services and Products

We divide our wireline services into four product-based categories - voice, data, long-distance and other.

Voice - Voice includes traditional local service provided to retail customers and wholesale access to our network
and individual network elements provided to competitors.  Voice also includes calling features (described below),
fees to maintain wire located inside customer premises, pay telephones, customer premise equipment and other
equipment sales (described below) and other miscellaneous voice products.

Calling features are enhanced telephone services available to retail customers such as Caller ID, Call Waiting,
and voice mail.  Customers that subscribe to these services can have the number and/or name of callers displayed
on their phone, be signaled that additional calls are incoming, and send and receive voice messages.  These
services are not regulated by the FCC and are generally more profitable than basic local phone service.

Customer premises equipment and other equipment sales range from single-line and cordless telephones to
sophisticated digital PBX systems.  PBX is a private telephone switching system, typically used by businesses and
usually located on a customer's premises, which provides intra-premise telephone services as well as access to
our network.

Data - Data includes traditional products, such as switched and dedicated transport, internet access and network
integration, and data equipment sales.

Switched Transport services transmit data using switching equipment to transfer the data between multiple lines
before reaching its destination.  Dedicated Transport services use a single direct line to transmit data between
destinations.  Integrated Services Digital Network (ISDN), Dedicated Frame Relay, DSL, Digital Services and
Synchronous Optical Network (SONET) are examples of Dedicated Transport services.  ISDN transmits voice, video,
and data over a single line in support of a wide range of applications, including internet access.  Frame Relay
is a routing technology that breaks a data signal into individual pieces of data to travel at high speeds and
then recombines the data prior to arriving at its destination.  DSL is a digital modem technology that converts
existing twisted-pair telephone lines into access paths for multimedia and high-speed data communications to the
Internet or private networks.  DSL allows customers to simultaneously make a phone call and access information
via the Internet or an office local area network.  Digital Services use dedicated digital circuits to transmit
digital data at various high rates of speed.  SONET provides customer access to our backbone network at various
high speeds.

Network integration services include installation of business data systems, local area networking, and other data
networking offerings.  Internet access services include a wide range of products for residences and businesses,
varying by market.  Internet services offered include basic dial-up access service, dedicated access, web
hosting, e-mail, and high-speed access services.

EchoStar Agreement

In July 2003, we entered into a co-branded service agreement with EchoStar to offer satellite television service to
customers in our 13-state area.  Additional information on this agreement is contained in the 2003 SBC Annual Report
to Shareowners under the heading "Other Business Matters - EchoStar Agreement" beginning on page 29 and is
incorporated herein by reference pursuant to General Instruction G(2).

Yahoo! Alliance

In November 2001, we formed a strategic alliance with Yahoo! to provide co-branded broadband and dial-up service
to residential customers nationwide.  During 2003, SBC and Yahoo! expanded the alliance to include co-branded
broadband and dial-up services designed for small businesses.

Long-distance voice - Long-distance voice consists of all interLATA (traditional long-distance) and intraLATA
(local toll) wireline revenues, including calling card and 1-800 services.  Prior to 2003, Federal regulations
prohibited us from offering interLATA wireline long-distance services in six of our 13 states.  During 2003, we
received regulatory approval to offer these services to customers in these remaining six states.  We now may
provide interLATA wireline long-distance to customers nationwide.

Other - Other includes directory and operator assistance, and billing and collection services for other carriers.

Cingular

The Cingular segment reflects 100% of the results reported by Cingular, our wireless joint venture.  This segment
replaces our previously titled "wireless" segment, which included 60% of Cingular's revenues and expenses.  In our
consolidated financial statements, we report our 60% proportionate share of Cingular's results as equity in net
income (loss) of affiliates.  For segment reporting, we report this equity in net income (loss) of affiliates in our
other segment.

While our consolidated operating revenues do not include Cingular's results, we do include 100% of Cingular's
revenues and expenses when we analyze our operating segment results.  On that segment basis, the Cingular segment
provided approximately 27% of revenues and 12% of income from all our segments in 2003.

Cingular Wireless Joint Venture

In April 2000, we formed a joint venture with BellSouth to provide domestic wireless services nationally.  In
October 2000, most of our and BellSouth's Domestic wireless operations were contributed to Cingular, which then
began operations.  Economic ownership in Cingular is held 60% by us and 40% by BellSouth.  We have equal voting
rights and representation on the board of directors that controls Cingular.  Because we share control equally, we
use the equity method of accounting to account for our interest.  Cingular is an SEC registrant by virtue of its
publicly traded debt securities.  Accordingly, it files separate Forms 10-K, 10-Q and other reports with the SEC.

Cingular faces substantial competition in all aspects of its business as competition continues to increase in the
wireless communications industry.  Under current FCC rules, six or more PCS licensees, two cellular licensees and
one or more enhanced specialized mobile radio licensees may operate in each of Cingular's markets.  On average,
Cingular has four to five other wireless competitors in each of its markets and competes for customers based
principally on price, service offerings, call quality, coverage area and customer service.

Cingular's competitors are principally five national (Verizon Wireless, AT&T Wireless, Sprint PCS, Nextel
Communications and T-Mobile) and a larger number of regional providers of cellular, PCS and other wireless
communications services.  Cingular also competes with resellers and wireline service providers.  Moreover, Cingular
may experience significant competition from companies that provide similar services using other communications
technologies and services.  While some of these technologies and services are now operational, others are being
developed or may be developed in the future.

See "Recent Developments" below for a discussion of Cingular's pending acquisition of AT&T Wireless.  Cingular
agreed to acquire AT&T Wireless to expand its available spectrum and its network coverage and quality, and to
enhance its ability to offer future high-speed data services.

Additional information on Cingular is contained in the 2003 SBC Annual Report to Shareowners under the heading
"Expected Growth Areas - Wireless" beginning on page 21 and is incorporated herein by reference pursuant to General
Instruction G(2).

Directory

Our directory segment includes advertising, Yellow and White Pages directories and electronic directory
publishing.  The directory segment provided approximately 8% of revenues and 26% of income from all our segments
in 2003.  Our directory subsidiaries operate primarily in our 13-state area.

International

Our international segment includes all of our investments with primarily international operations.  We have
direct or indirect interests in businesses located in more than 25 countries and as of December 31, 2003, have
international investments with a carrying value of approximately $7 billion.  Our international investments
include companies that provide local and long-distance telephone services, wireless communications, voice
messaging, data services, internet access, telecommunications equipment, and directory publishing.  We report
earnings from this segment as equity in net income of affiliates rather than as operating revenue because this
segment consists almost exclusively of investments where, under GAAP, we have significant influence rather than
control.  Because most of our international investments are accounted for on the equity method, revenues from our
international segment were less than 1% of 2003 revenues from all our segments.  The international segment
provided approximately 7% of income from all our segments in 2003.

We describe below our foreign equity method investments and significant transactions relating to these
investments.  Additional information about this segment is included in Note 6 of the 2003 SBC Annual Report to
Shareowners and is incorporated herein by reference pursuant to General Instruction G(2).

Europe

We hold a 41.6% stake in TDC A/S (TDC), Denmark's primary full-service communications operator.  TDC also has
investments in full service communications providers in Switzerland with a 100% investment in TDC Switzerland AG
(Sunrise), and in Belgium with a 15.9% investment in Belgacom S.A. (Belgacom).  TDC has investments in wireless
services in Lithuania, Poland, Austria and Germany.  TDC also has investments in communications providers in the
Czech Republic, Hungary, Finland, Norway and Sweden.  We currently have six representatives on the twelve-member
TDC Board of Directors, including the Chairman, who would cast any tie-breaking vote.

In January 2001, TDC acquired a majority interest in diAx A.G (diAx), a wireless long-distance and internet
service provider in Switzerland.  In the first quarter of 2003, TDC acquired the remaining shares from diAx
Holdings, pursuant to an agreement negotiated at the time of the original transaction.  Sunrise was merged with
diAx in January 2001.

In Belgium, we hold a 16.9% stake in Belgacom, that country's primary full-service telecommunications operator,
and effectively own 23.5% of Belgacom when our direct stake is combined with the stake we hold indirectly through
TDC.  With approximately 4.6 million access lines and more than 3.7 million cellular customers, Belgacom provides
local, long-distance, cellular and other communications services.  In October 2003, Belgacom announced that its
shareholders had agreed to proceed with the preparations for a potential initial public offering of Belgacom.
Additional information on this transaction is contained in Note 6 of the 2003 SBC Annual Report to Shareowners
and is incorporated herein by reference pursuant to General Instruction G(2).

In January 2003, we sold to Vodafone Group PLC (Vodafone) our 15% equity interest in Cegetel S.A. (Cegetel), a
joint venture that owns 80% of the second-largest wireless provider in France.  Additional information on this
transaction is contained in Note 2 of the 2003 SBC Annual Report to Shareowners and is incorporated herein by
reference pursuant to General Instruction G(2).

Latin America

We own an 8% equity share in Telefonos de Mexico, S.A. de C.V. (Telmex), Mexico's largest national provider of
wireline services.  Telmex operates approximately 15.6 million access lines.  We are a member of a consortium that
holds all of the class AA shares of Telmex stock, representing voting control of the company.  Another member of
the consortium, Carso Global Telecom, S.A. de C.V., has the right to appoint a majority of the directors of Telmex.

In December 2002 and March 2003, a World Trade Organization panel held hearings to investigate the allegation
that Mexico has unfairly kept U.S. companies from competing in its $12 billion telecommunications market.  The
final report from the panel is expected in March of 2004.

As of December 31, 2003, Telmex had approximately 75% of the long-distance market in Mexico.  Telmex's share of
international long-distance traffic may decline significantly when the "proportional return mechanism" rules
expire.  This mechanism guarantees Telmex the same percentage of incoming traffic as outgoing traffic.  In 2002,
Telmex and its competitors agreed on new rates.  Although these new rates expired in January 2004 the rates
nevertheless will remain in effect until the Mexican government modifies the rules or new agreements are reached
between Telmex and other carriers.

In 2000, Telmex spun-off its wireless and certain other operations to its shareowners as a separate business,
America Movil S.A. de C.V. (America Movil), which serves more than 43.7 million wireless customers in Argentina,
Brazil, Columbia, Ecuador, Guatemala, Mexico, the U. S. and Venezuela.  We own a 7.6% interest in America Movil.
We are a member of a consortium that holds all of the class AA shares of America Movil stock, representing voting
control of the company.  Another member of the consortium, Americas Telecom S.A. de C. V., has the right to
appoint a majority of the directors of America Movil.

Africa

We hold an 18% indirect ownership stake in Telkom S.A. Limited (Telkom), South Africa's largest local exchange
and long-distance company.  Telkom serves nearly 4.8 million access lines in South Africa, and also owns 50% of a
second national wireless network operator serving more than 10.2 million wireless customers through Telkom's
wireless joint venture, Vodacom.




MAJOR CLASSES OF SERVICE

The following table sets forth the percentage of consolidated total reported operating revenues by any class of
service that accounted for 10% or more of our consolidated total operating revenues in any of the last three
fiscal years.

- --------------------------------------------------------------------------------------------------------------------
                                                                             Percentage of Consolidated Total
                                                                                    Operating Revenues
- --------------------------------------------------------------------------------------------------------------------
                                                                                2003            2002           2001
- --------------------------------------------------------------------------------------------------------------------

Wireline Segment
  Voice                                                                          54%             57%            58%
  Data                                                                           25%             22%            21%
Directory Segment
  Directory advertising 1                                                        11%             10%            10%
- --------------------------------------------------------------------------------------------------------------------
1 Approximately 95%, 96% and 96% of directory advertising revenues were recorded in the directory segment for
  2003, 2002 and 2001.  The remaining directory advertising revenues were recorded in the wireline segment.

Voice and Data are included in the wireline segment and each also exceeds 10% of the wireline segment's total
operating revenues.   Our Cingular segment revenues are reported in equity in net income of affiliates in our
consolidated financial statements due to our equity accounting for the joint venture.  Directory advertising
revenues are included in our directory segment's results of operations and are approximately 97% of directory's
total operating revenues.

We account for our 60% economic interest in Cingular under the equity method of accounting in our consolidated
financial statements since we share control equally (i.e. 50/50) with our 40% economic partner in the joint
venture.  We have equal voting rights and representation on the board of directors that controls Cingular.  This
means that our consolidated reported results include Cingular's results in the "Equity in Net Income of
Affiliates" line.  We do not report Cingular revenues on our consolidated financial statements.  However, when
analyzing our segment results, we evaluate Cingular's results on a stand-alone basis.  The table below shows the
effect on our other classes of services (shown in the above table) if we include 100% of Cingular's revenues
added to our total segment operating revenues.

- --------------------------------------------------------------------------------------------------------------------
                                                                                         Percentage of Total
                                                                                      Segment Operating Revenues
                                                                                     (including 100 % of Cingular)
- --------------------------------------------------------------------------------------------------------------------
                                                                                2003            2002           2001
- --------------------------------------------------------------------------------------------------------------------

Wireline Segment
  Voice                                                                          39%             43%            44%
  Data                                                                           18%             17%            16%
Cingular
  Wireless subscriber 1                                                          25%             24%            22%
- --------------------------------------------------------------------------------------------------------------------
1 Approximately 99% of wireless subscriber revenues were recorded in the Cingular segment in 2001.  The remaining
  wireless subscriber revenues were recorded in the other segment

                                               GOVERNMENT REGULATION

In our 13-state area, our wireline subsidiaries are subject to regulation by state commissions which have the power
to regulate intrastate rates and services, including local, long-distance and network access services.  Our wireline
subsidiaries are also subject to the jurisdiction of the FCC with respect to interstate and international rates and
services, including interstate access charges.  Access charges are designed to compensate our wireline subsidiaries
for the use of their networks by other carriers.

Additional information relating to federal and state regulation of our wireline subsidiaries is contained in the
2003 SBC Annual Report to Shareowners under the heading "Regulatory Developments" beginning on page 22, and is
incorporated herein by reference pursuant to General Instruction G(2).

                                    IMPORTANCE, DURATION AND EFFECT OF LICENSES

Certain of our subsidiaries own or have licenses to various patents, copyrights, trademarks and other
intellectual property necessary to conduct business.  We also license other companies to use this intellectual
property.  We do not believe that the expiration of any of our intellectual property rights, or the nonrenewal of
those rights, would have a material adverse affect on our results of operations.

                                                  MAJOR CUSTOMER

No customer accounted for more than 10% of our consolidated revenues in 2003, 2002 or 2001.

                                                    COMPETITION

Information relating to competition in each of our operating segments is contained in the 2003 SBC Annual Report
to Shareowners under the heading "Competition" beginning on page 25, and is incorporated herein by reference
pursuant to General Instruction G(2).

                                             RESEARCH AND DEVELOPMENT

The majority of our research and development activities are related to our wireline segment.  Applied research,
technology planning and evaluation services are conducted at our subsidiary, SBC Laboratories, Inc. We also have
a research agreement with Telcordia Technologies, formerly Bell Communications Research, Inc.  Research and
development expenses were not material in 2003, 2002 or 2001.

                                                     EMPLOYEES

As of January 31, 2004, we employed approximately 168,000 persons.  Approximately 112,000 of our employees are
represented by the Communications Workers of America (CWA) or the International Brotherhood of Electrical
Workers (IBEW).  The four largest collective bargaining agreements between the CWA and our subsidiaries,
covering approximately 95,000 employees, expire April 1, 2004 through April 3, 2004.  In an agreement announced
on February 4, 2004, the CWA agreed to give us 30 days notice before taking any strike action if a settlement is
not reached by contract expiration in early April, 2004.  In turn, we agreed to continue to provide health care
benefits to employees in the event of a strike.  The largest IBEW agreement covering approximately 12,000
employees expires on June 26, 2004.

                                               RECENT DEVELOPMENTS

Cingular Acquisition of AT&T Wireless

On February 17, 2004, Cingular announced an agreement to acquire AT&T Wireless.  Under the terms of the
agreement, shareholders of AT&T Wireless will receive cash of $15.00 per common share, or approximately $41
billion.  The acquisition is subject to approval by AT&T Wireless shareholders and federal regulators.  Cingular
expects to fund the acquisition with contributions from us and BellSouth.  Based on our 60% equity ownership of
Cingular, we expect to contribute approximately $25 billion of the purchase price.  We expect to pay this amount
primarily with proceeds from debt, as well as cash on hand, cash to be generated from operations and asset
sales.  Equity ownership and management control of Cingular will remain unchanged after the acquisition.

The agreement provides that if the conditions to closing are not satisfied by December 31, 2004, it may be
terminated (subject to extension to June 30, 2005 by either party) if, as of December 22, certain regulatory
approvals have not been obtained (in very limited circumstances it may be extended another 60 days thereafter).
If AT&T Wireless enters into or completes certain types of business combination transactions within fifteen
months after certain terminations of the agreement, AT&T Wireless would be obligated to pay to us and BellSouth
an aggregate termination fee equal to $1.4 billion.

The agreement also provides that Cingular and AT&T Wireless are required to use their best efforts to complete
the merger as promptly as reasonably practicable and we and BellSouth are required to use reasonable best efforts
to assist Cingular in obtaining regulatory approval.  However, none of us, BellSouth nor Cingular will be
required to take actions required by regulators as a condition to approval of the merger, and we will not be
required to close the merger if the aggregate adverse impacts of required sales of subscribers or spectrum or any
conditions imposed on any of us, BellSouth and/or Cingular would exceed $8.25 billion.  For purposes of
calculating the impacts regarding sales of subscribers or spectrum, the parties have agreed that the adverse
impact of (a) any required divestitures of a market would be equal to the number of subscribers in the market
required to be divested multiplied by $825 and (b) any required divestitures of spectrum only would be equal to
the amount of spectrum required to be divested multiplied by $.50 per MHz POP (i.e., the amount of spectrum in a
licensed area measured in MHz multiplied by the population of that licensed area).  Any other adverse impacts on
us, BellSouth and/or Cingular would be calculated at the time the conditions are imposed.  Each of us and
BellSouth has agreed not to take any action reasonably likely to prevent the closing of the merger.  In addition,
each of us and BellSouth have also agreed that prior to the termination date we will not enter into any
definitive agreement to acquire a business providing commercial mobile wireless voice and data services offered
to public on FCC licensed frequencies (other than in de minimis amounts) or take actions that at the time taken
would reasonably be expected to materially interfere with our respective abilities to make funds available to
Cingular to complete the acquisition.

Additional information on expected trends at Cingular is contained in the 2003 SBC Annual Report to Shareowners
under the heading "Operating Environment and Trends of the Business -- Cingular" beginning on page 19 and is
incorporated herein by reference pursuant to General Instruction G(2).

Triennial Review Order Court Proceedings

On March 2, 2004, the United States Court of Appeals for the District of Columbia Circuit (D.C. Circuit)
overturned significant portions of the FCC's unbundling rules adopted in the Triennial Review Order (TRO).  The
D.C. Circuit struck down the rules concerning mass-market unbundled switching (and therefore the UNE-P) and
high-capacity transport.  The D.C. Circuit upheld the FCC's decision not to unbundle broadband investment,
including its decision to phase out line-sharing (which allows competitors to offer high-speed internet access
on traditional copper voice lines).  The D.C. Circuit's decision will not become effective for at least 60 days
to allow the FCC and other parties to seek reconsideration or a review of the order by all judges on the D.C.
Circuit.  Since this decision struck down the FCC's delegation of authority to the state regulators to decide
whether switching and, hence the UNE-P must be made available in specified markets, it is unclear how this
decision will affect the availability of the UNE-P in our 13-state area.

California Audit

On February 26, 2004, the California Public Utility Commission (CPUC) decided several major monetary issues in
the 1997-1999 audit of our California wireline subsidiary.  The CPUC ruled that we were in compliance with
regulatory accounting and pension and depreciation rules and that no refunds (i.e., service credits) were owed
by our subsidiary to customers.  The CPUC determined, however, that our withdrawal of amounts from a Voluntary
Employee Benefit Association Trust (VEBA) for active employee benefits, as opposed to retiree benefits, should
be refunded back to the VEBA, which will result in a 2004 contribution of approximately $230 million.

Antitrust Litigation

Eight consumer antitrust class actions were filed in 2003 against us in the United States District Court for the
District of Connecticut.  The primary claim in these suits was that our wireline subsidiaries, in violation of
federal and state law, maintained monopoly power over local telephone service in all 13 states in which our
subsidiaries are incumbent local exchange companies.

These cases were consolidated under the first filed case Twombly v. SBC Communications Inc. and stayed by
                                                         ----------------------------------
agreement of the parties pending the United States Supreme Court's (Supreme Court) decision in a similar case
against another incumbent local exchange company.  In that case, the Supreme Court held that violations of the
Telecom Act do not support an antitrust claim and that the plaintiff had not stated an antitrust claim and
affirmed dismissal of the plaintiff's antitrust claims. Verizon Communications Inc. v. Law Offices of Curtis V.
                                                        --------------------------------------------------------
Trinko LLP, No. 02-682 (Jan. 13, 2004).  On February 23, 2004, the court approved a voluntary dismissal in the
- ----------
eight consolidated consumer antitrust class action suits, thus ending that litigation.



CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this report contains forward-looking statements that are subject to risks and
uncertainties.  We claim the protection of the safe harbor for forward-looking statements provided by the Private
Securities Litigation Reform Act of 1995.

The following factors could cause our future results to differ materially from those expressed in the
forward-looking statements:

o    Adverse economic changes in the markets served by us or in countries in which we have significant
     investments.
o    Changes in available technology and the effects of such changes including product substitutions and
     deployment costs.
o    Uncertainty in the U.S. securities market and adverse medical cost trends.
o    The final outcome of Federal Communications Commission proceedings and re-openings of such proceedings,
     including the Triennial Review and other rulemakings, and judicial review, if any, of such proceedings,
     including issues relating to access charges, availability and pricing of, unbundled network elements and
     platforms (UNE-Ps) and unbundled loop and transport elements (EELs).
o    The final outcome of state regulatory proceedings in our 13-state area and re-openings of such
     proceedings, and judicial review, if any, of such proceedings, including proceedings relating to
     interconnection terms, access charges, universal service, UNE-Ps and resale and wholesale rates, our
     broadband initiative known as Project Pronto, performance measurement plans, service standards and
     reciprocal compensation.
o    Enactment of additional state, federal and/or foreign regulatory laws and regulations pertaining to our
     subsidiaries and foreign investments.
o    Our ability to absorb revenue losses caused by UNE-P requirements and increasing competition and to
     maintain capital expenditures.
o    The extent of competition in our 13-state area and the resulting pressure on access line totals and
     wireline and wireless operating margins.
o    Our ability to develop attractive and profitable product/service offerings to offset increasing
     competition in our wireline and wireless markets.
o    The ability of our competitors to offer product/service offerings at lower prices due to adverse
     regulatory decisions, including state regulatory proceedings relating to UNE-Ps and non-regulation of
     comparable alternative technologies (e.g., VoIP).
o    The outcome of current labor negotiations and its effect on operations and financial results.
o    The issuance by the Financial Accounting Standards Board or other accounting oversight bodies of new
     accounting standards or changes to existing standards.
o    The impact of the wireless joint venture with BellSouth, known as Cingular, including marketing and
     product-development efforts, customer acquisition and retention costs, access to additional spectrum,
     technological advancements, industry consolidation including the pending acquisition of AT&T Wireless and
     availability and cost of capital.
o    Cingular's failure to achieve, in the amounts and within the timeframe expected, the capital and expense
     synergies and other benefits expected from its pending acquisition of AT&T Wireless and our incremental
     costs, if any, in financing our portion of the merger's purchase price.
o    Changes in our corporate strategies, such as changing network requirements or acquisitions and
     dispositions, to respond to competition and regulatory and technology developments.

Readers are cautioned that other factors discussed in this report, although not enumerated here, also could
materially impact our future earnings.





ITEM 2.  PROPERTIES

Our properties do not lend themselves to description by character and location of principal units.  At December
31, 2003, approximately 99% of our property, plant and equipment was owned by our wireline subsidiaries.  Network
access lines represented approximately 39.0% of the wireline subsidiaries' investment in telephone plant; central
office equipment represented approximately 41.5%; land and buildings represented approximately 9.1%; other
equipment, comprised principally of furniture and office equipment and vehicles and other work equipment,
represented approximately 6.7%; and other miscellaneous property represented approximately 3.7%.

Substantially all of the installations of central office equipment are located in buildings and on land that we
own.  Many garages, administrative and business offices and telephone centers are in leased quarters.

ITEM 3.  LEGAL PROCEEDINGS

We are a party to numerous lawsuits, regulatory proceedings and other matters arising in the ordinary course of
business.  In our opinion, although the outcomes of these proceedings are uncertain, they should not have a
material adverse effect on our financial position, results of operations or cash flows.  Additional information
regarding litigation is included in the 2003 SBC Annual Report to Shareowners under the heading "Antitrust
Litigation" on page 29, which is incorporated herein by reference pursuant to General Instruction G(2).  As of
the date of this report, we do not believe that any pending legal proceedings to which we or our subsidiaries
are subject are required to be disclosed as material legal proceedings pursuant to this item.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of shareowners in the fourth quarter of the fiscal year covered by this report.





                                        EXECUTIVE OFFICERS OF THE REGISTRANT
                                               (As of March 11, 2004)

             Name                 Age                                 Position                                Held Since
             ----                 ---                                 --------                                ----------

Edward E. Whitacre Jr.            62     Chairman and Chief Executive Officer                                   1/1990
John H. Atterbury III             55     Group President - Operations                                          11/2002
James W. Callaway                 57     Group President                                                       11/1999
William M. Daley                  55     President                                                             12/2001
James D. Ellis                    60     Senior Executive Vice President and General Counsel                    3/1989
Karen E. Jennings                 53     Senior Executive Vice President - Human Resources                     10/1998
                                           and Communications
James S. Kahan                    56     Senior Executive Vice President - Corporate Development                7/1993
Forrest E. Miller                 51     Group President - Corporate Planning                                  10/2002

John T. Stankey                   41     Senior Executive Vice President and                                    3/2004
                                           Chief Information Officer
Randall L. Stephenson             43     Senior Executive Vice President and                                    8/2001
                                           Chief Financial Officer
Rayford Wilkins, Jr.              52     Group President - SBC Marketing and Sales                              6/2002


All of the above executive officers have held high-level managerial positions with SBC or its subsidiaries for
more than the past five years, except for Mr. Daley and Mr. Stankey.  Mr. Daley was Vice Chairman and Senior
Managing Director of Evercore Partners Inc. from May 2001 to December 2001.  He was Chairman of the
Gore/Lieberman Campaign from July 2000 to December 2000, and he was U. S. Secretary of Commerce from January 1997
to July 2000.  Prior to that, he was a partner in the law firm of Mayer, Brown & Platt from 1993 to 1997.  Mr.
Stankey became an officer in January 2000.  Prior to that, he held responsible managerial positions with SBC.
Executive officers are not appointed to a fixed term of office.




PART II

ITEM 5     MARKET FOR REGISTRANT'S COMMON EQUITY,  RELATED
           STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the New York, Chicago and Pacific stock exchanges as well as the Swiss Exchange.
Our stock is traded on the London Stock Exchange through the SEAQ International Markets facility.  The number of
shareowners of record as of December 31, 2003 and 2002 was 968,483 and 1,027,716.  The number of shareowners of
record as of February 27, 2004 was 960,050.  We declared dividends, on a quarterly basis, totaling $1.41 per
share in 2003 and $1.08 per share in 2002.  During 2003, non-employee directors acquired from SBC shares of
common stock pursuant to the Non-Employee Director Stock and Deferral Plan.  Under the plan, a director may make
an annual election to receive all or part of his or her annual retainer or fees in the form of SBC shares or
deferred stock units (DSUs) that are convertible into SBC shares.  Each director also receives an annual grant of
DSUs.  During 2003, an aggregate of 142,996 SBC shares and DSUs were acquired by non-employee directors at prices
ranging from $20.24 to $29.61, in each case the fair market value of the shares on the date of acquisition.  The
issuances of shares and DSUs were exempt from registration pursuant to Section 4(2) of the Securities Act.

Other information required by this Item is included in the 2003 SBC Annual Report to Shareowners under the
headings "Quarterly Financial Information" on page 59, "Selected Financial and Operating Data" on page 5, and
"Stock Trading Information" on the back cover, which are incorporated herein by reference pursuant to General
Instruction G(2).

ITEM 6.  SELECTED FINANCIAL DATA

Information required by this Item is included in the 2003 SBC Annual Report to Shareowners under the heading
"Selected Financial Data" on page 5 which is incorporated herein by reference pursuant to General Instruction G(2).

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Information required by this Item is included in the 2003 SBC Annual Report to Shareowners on page 6 through
page 33, which is incorporated herein by reference pursuant to General Instruction G(2).

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information required by this Item is included in the 2003 SBC Annual Report to Shareowners under the heading
"Market Risk" on page 32, which is incorporated herein by reference pursuant to General Instruction G(2).

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this Item is included in the 2003 SBC Annual Report to Shareowners on page 34 through
page 59, which is incorporated herein by reference pursuant to General Instruction G(2).

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

During our two most recent fiscal years, there has been no change in the independent accountant engaged as the
principal accountant to audit our financial statements and the independent accountant has not expressed reliance
on other independent accountants in its reports during such time period


ITEM 9A. CONTROLS AND PROCEDURES

The registrant maintains disclosure controls and procedures that are designed to ensure that information required
to be disclosed by the registrant is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.  The Chief Executive Officer and Chief
Financial Officer have performed an evaluation of the effectiveness of the design and operation of the
registrant's disclosure controls and procedures as of December 31, 2003.  Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the registrant's disclosure controls and procedures
were effective as of December 31, 2003.




PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding executive officers required by Item 401 of Regulation S-K is furnished in a separate
disclosure at the end of Part I of this report since the registrant did not furnish such information in its
definitive proxy statement prepared in accordance with Schedule 14A.  Information regarding directors required by
Item 401 of Regulation S-K is incorporated herein by reference pursuant to General Instruction G(3) from the
registrant's definitive proxy statement, dated on March 11, 2004 ("Proxy Statement") on page 10, beginning under
the heading "Group B Directors to be elected at the 2004 Annual Meeting " on page 16 under the heading
"Compensation of Directors", on page 43 under the heading "Contracts with Management" and on page 27 under the
heading "Audit Committee".  Information required by Item 405 of Regulation S-K is included on page 46 of the
Proxy Statement under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" which is incorporated
herein by reference pursuant to General Instruction G(3).

The registrant has a separately-designated standing audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act of 1934.  The members of the committee are Messrs. Barksdale, Eby, Hay and
Ritchey.

The registrant has adopted a code of ethics entitled "Code of Ethics" that applies to the registrant's principal
executive officer, principal financial officer and principal accounting officer or controller or persons
performing similar functions.  The additional information required by Item 406 of Regulation S-K is provided in
this report under the heading "General" under Part I, Item 1. Business.

ITEM 11.  EXECUTIVE COMPENSATION

Information required by this Item is included in the registrant's definitive proxy statement, dated on March 11,
2004, on pages 16 through 46, under the headings "Compensation of Directors", "Compensation Committee Interlocks
and Insider Participation", "Executive Compensation" but not including the Report of the Human Resources
Committee on Executive Compensation, "Pension Plans" and "Contracts with Management", which are incorporated
herein by reference pursuant to General Instruction G(3).

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by Item 403 of Regulation S-K is included in the registrant's definitive proxy statement,
dated on March 11, 2004, under the heading "Common Stock Ownership of Directors and Officers" on page 18, which
is incorporated herein by reference pursuant to General Instruction G(3).

Equity Compensation Plan Information

The following table provides information as of December 31, 2003, concerning shares of SBC common stock
authorized for issuance under SBC's existing equity compensation plans.





                                          Equity Compensation Plan Information (1)


                                    Number of securities                                   Number of securities remaining
                                     to be issued upon                                      available for future issuance
                                        exercise of                                        under equity compensation plans
                                    outstanding options,    Weighted-average exercise    (excluding securities reflected in
                                    warrants and rights   price of outstanding options,              column (a))
          Plan Category                     (a)              warrants and rights (b)                     (c)
- -----------------------------------------------------------------------------------------------------------------------------
    Equity compensation plans             78,493,744                   $36.42                             51,709,824 (2)
   approved by security holders
  Equity compensation plans not
   approved by security holders          119,537,614                   $39.44                                555,980 (3)
- -----------------------------------------------------------------------------------------------------------------------------
              Total                      198,031,358                   $38.24                             52,265,804
- -----------------------------------------------------------------------------------------------------------------------------

(1)    In addition to the shares shown in the above table,  certain stock options  issued by companies  acquired by
       SBC were  converted  into  options to acquire SBC stock.  As of December  31,  2003,  there were  32,669,185
       shares of SBC common stock subject to the converted  options,  having a  weighted-average  exercise price of
       $29.04. No further grants may be issued under the assumed plans.

(2)    Included in the total are up to 4,560,559  shares that may be issued as  restricted  stock and  18,663,462
       shares  that  may be  issued  pursuant  to  performance  shares  under  the  2001  Incentive  Plan  and  its
       predecessor.

       Also  included are up to 3,456,100  shares that may be purchased  under the Stock  Savings Plan by mid-level
       and above managers through payroll  deductions,  company matching  contributions  and reinvested  dividends.
       Managers who elect to receive matching  contributions  in the 401(k) cannot receive  matching  contributions
       in this plan.  The shares  purchased are not delivered to the employee  until after  retirement,  subject to
       certain  accelerated  delivery  provisions.  Shares relating to restricted stock and performance shares from
       the 2001  Incentive Plan may also be deferred  under the Stock Savings Plan (but without  matching  shares).
       In addition,  managers  receive 2 options for every share purchased with employee  payroll  deductions.  The
       options  have a 10 year term and a strike  price equal to the fair market  value of the stock on the date of
       grant.  There are  9,473,452  shares  available  under the plan for future  issuances of options.  The Stock
       Savings Plan was  approved by  shareowners  in 1994.  The plan was amended by the Board of Directors in 2000
       to increase the number of shares  available for purchase under the plan  (including  shares from the company
       match and  reinvested  dividend  equivalents)  and shares  subject to options by 8,000,000  and  13,000,000,
       respectively.  The amounts shown for approved plans in columns (a) and (c) include these additional  shares.
       Shareowner approval was not required or obtained for the amendment.

(3)    Plans that have not been  approved  by  shareowners  include  the 1995  Management  Stock  Option Plan (1995
       Plan),  2001 Stock Option Grant to Bargained-for and Certain Other Employees  (Bargained-For  Plan), and the
       Non-Employee  Director  Stock  and  Deferral  Plan  (Non-Employee  Director  Plan).  The  1995  Plan and the
       Bargained-For  Plan  provide  for  grants of stock  options  to  management  employees  (10 year  terms) and
       Bargained-For  employees  (5 year terms),  respectively,  subject in each case to vesting  requirements  and
       shortened   exercise  terms  upon  termination  of  employment.   Under  the  Non-Employee   Director  Plan,
       participants  may  elect  to  receive  stock  units  in  lieu of  retainers  and  fees.  In  addition,  each
       non-employee  director  receives an annual award of stock units equal in value to one and one-half times the
       annual  retainer.  Directors who become board members after November 21, 1997,  also receive up to 10 annual
       grants of stock  units  equal to $13,000  each.  The stock  units are paid out in the form of SBC stock only
       after the termination of the employment of a director.  Under the plan,  555,980 shares remain available for
       future issuance and are included in the table.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this Item is included in the registrant's definitive proxy statement, dated on March 11,
2004, under the heading "Compensation of Directors"  on page 16 and "Contracts with Management" on page 43, which
are incorporated herein by reference pursuant to General Instruction G(3).

ITEM 14.  PRINCIPAL ACCOUNTANTS FEES AND SERVICES

Information required by this Item is included in the registrant's definitive proxy statement, dated on March 11,
2004, under the heading "Principal Accountant Fees and Services" on page 28, which is incorporated herein by
reference pursuant to General Instruction G(3).

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

(a) Documents filed as a part of the report:
                                                                                                 Page
                                                                                                 ----

       (1) Report of Independent Auditors......................................................     *
           Financial Statements covered by Report of Independent Auditors:
              Consolidated Statements of Income................................................     *
              Consolidated Balance Sheets......................................................     *
              Consolidated Statements of Cash Flows............................................     *
              Consolidated Statements of Shareowners' Equity...................................     *
              Notes to Consolidated Financial Statements.......................................     *


       *Incorporated herein by reference to the appropriate portions of the registrant's annual report to
        shareowners for the fiscal year ended December 31, 2003.  (See Part II.)

                                                                                                 Page
                                                                                                 ----

       (2) Financial Statement Schedules:
              II - Valuation and Qualifying Accounts...........................................    22

       Financial statement schedules other than those listed above have been omitted because the required
       information is contained in the financial statements and notes thereto, or because such schedules are not
       required or applicable.

       (3) Exhibits:

       Exhibits identified in parentheses below, on file with the Securities and Exchange Commission (SEC), are
       incorporated herein by reference as exhibits hereto.  Unless otherwise indicated, all exhibits so
       incorporated are from File No. 1-8610.

       Exhibit
       Number
       --------

       3-a        Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on June
                  30, 2000. (Exhibit 3-a to Form 10-K for 2000.)

       3-b        Bylaws amended June 30, 2000.  (Exhibit 3 to Form 8-K dated June 30, 2000.)

       4-a        Pursuant to Regulation S-K, Item 601(b)(4)(iii)(A), no instrument which defines the rights of
                  holders of long-term debt of the registrant or any of its consolidated subsidiaries is filed
                  herewith.  Pursuant to this regulation, the registrant hereby agrees to furnish a copy of any
                  such instrument to the SEC upon request.

       4-b        Guaranty of certain obligations of Pacific Bell Telephone Co. and Southwestern Bell Telephone
                  Co.  (Exhibit 4-d to Form 10-K for 1999.)

       4-c        Guaranty of certain obligations of Ameritech Capital Funding Corp., Illinois Bell Telephone
                  Co., Indiana Bell Telephone Co. Inc., Michigan Bell Telephone Co., The Ohio Bell Telephone Co.,
                  Pacific Bell Telephone Co., Southern New England Telecommunications Corp., The Southern New
                  England Telephone Co., Southwestern Bell Telephone Co., Wisconsin Bell, Inc. (Exhibit 4-e to
                  Form 10-K for 1999.)

       10-a       Short Term Incentive Plan.  (Exhibit 10-a to Form 10-K for 2002.)

       10-b       Supplemental Life Insurance Plan.  (Exhibit 10-b to Form 10-K for 2002.)

       10-c       Supplemental Retirement Income Plan.

       10-d       Senior Management Deferred Compensation Plan (effective for Units of Participation Having a
                  Unit Start Date Prior to January 1, 1988).  (Exhibit 10-d to Form 10-K for 2002.)

       10-e       Senior Management Deferred Compensation Program of 1988 (effective for Units of Participation Having a Unit Start Date
                  of January 1, 1988 or later).  (Exhibit 10-e to Form 10-K for 2002.)

       10-f       Senior Management Long Term Disability Plan.  (Exhibit 10-f to Form 10-K for 1986.)

       10-g       Salary and Incentive Award Deferral Plan.  (Exhibit 10-g to Form 10-K for 2002.)

       10-h       Executive Health Plan, formerly the Supplemental Health Plan.

       10-i       Retirement Plan for Non-Employee Directors.  (Exhibit 10-k to Form 10-K for 1997.)

       10-j       Form of Indemnity Agreement, effective July 1, 1986, between SBC and its directors and
                  officers.  (Appendix 1 to Definitive Proxy Statement dated March 18, 1987.)

       10-k       Forms of Change of Control Severance Agreements for officers of SBC and certain officers of
                  SBC's subsidiaries (Approved November 21, 1997).  (Exhibit 10-n to Form 10-K for 1997.)

       10-l       Stock Savings Plan.  (Exhibit 10-l to Form 10-K for 2002.)

       10-m       1992 Stock Option Plan. (Exhibit 10-n to Form 10-K for 2001.)

       10-n       Officer Retirement Savings Plan.  (Exhibit 10-q to Form 10-K for 1997.)

       10-o       1996 Stock and Incentive Plan.  (Exhibit 10-o to Form 10-K for 2002.)

       10-p       Non-Employee Director Stock and Deferral Plan.

       10-q       Pacific Telesis Group Deferred Compensation Plan for Nonemployee Directors.  (Exhibit 10gg to
                  Form 10-K for 1996 of Pacific Telesis Group (Reg. 1-8609).)

                  10-q(i)  Resolutions amending the Plan, effective November 21, 1997.  (Exhibit 10-v(i) to Form
                  10-K for 1997.)

       10-r       Pacific Telesis Group Outside Directors' Deferred Stock Unit Plan.  (Exhibit 10oo to Form 10-K for 1995 of Pacific Telesis
                  Group (Reg. 1-8609).)

       10-s       Pacific Telesis Group 1996 Directors' Deferred Compensation Plan.  (Exhibit 10qq to Form 10-K for 1996 of Pacific
                  Telesis Group (Reg. 1-8609).)

                  10-s(i)  Resolutions amending the Plan, effective November 21, 1997.  (Exhibit 10-v(i) to Form
                  10-K for 1997.)

       10-t       Pacific Telesis Group 1994 Stock Incentive Plan.  (Attachment A to Pacific Telesis Group's 1994
                  Proxy Statement filed March 11, 1994, and amended March 14 and March 25, 1994.)

                  10-t(i)  Resolutions amending the Plan, effective January 1, 1995.  (Attachment A to Pacific
                  Telesis Group's 1995 Proxy Statement, filed March 13, 1995.)

       10-u       2001 Incentive Plan.  (Exhibit 10-u to Form 10-K for 2002.)

       10-v       Employment Agreement between SBC and William M. Daley.  (Exhibit 10-x to Form 10-K for 2001.)

       10-w       Employment Agreement between SBC and Edward E. Whitacre Jr. (Exhibit 10-y to Form 10-K for 2001.)

       10-x       2001 Stock Option Grant to Bargained-for and Certain Other Employees.  (Exhibit 10-x to Form
                  10-K for 2002.)

       10-y       1995 Management Stock Option Plan.  (Exhibit 10-y to Form 10-K for 2002.)

       10-z       Agreement and Plan of Merger, dated as of February 17, 2004, by and among AT&T Wireless
                  Services, Inc., a Delaware corporation, Cingular Wireless Corporation, a Delaware corporation,
                  Cingular Wireless LLC, a Delaware limited liability company, Links I Corporation, a Delaware
                  corporation and a wholly-owned Subsidiary of Cingular and, solely with respect to Sections 5.3,
                  6.1(b), 6.5(b) and Article IX of the Agreement, SBC Communications Inc., a Delaware corporation
                  and BellSouth Corporation, a Georgia corporation (Exhibit 99.1 to Form 8-K/A, filed February
                  18, 2004).

       10-aa      Investment Agreement, dated as of February 16, 2004, between SBC Communications Inc. and
                  BellSouth Corporation.

       12         Computation of Ratios of Earnings to Fixed Charges.

       13         Portions of SBC's Annual Report to Shareowners for the fiscal year ended December 31, 2003.
                  Only the information incorporated by reference into this Form 10-K is included in the exhibit.

       21         Subsidiaries of SBC.

       23         Consent of Ernst & Young LLP.

       24         Powers of Attorney.

       31         Rule 13a-14(a)/15d-14(a) Certifications
                    31.1   Certification of Principal Executive Officer
                    31.2   Certification of Principal Financial Officer

       32         Section 1350 Certifications

We will furnish to shareowners upon request, and without charge, a copy of the annual report to shareowners and
the proxy statement, portions of which are incorporated by reference in the Form 10-K.  We will furnish any
other exhibit at cost.


(b) Reports on Form 8-K:


      On October 21, 2003, we furnished a Form 8-K, reporting on Item 12. Results of Operations and Financial Condition.
      In the report, we disclosed our third-quarter 2003 earnings release.

      On January 27, 2004, we furnished a Form 8-K, reporting on Item 12. Results of Operations and Financial
      Condition.  In the report, we disclosed our fourth-quarter 2003 earnings release.

      On February 17, 2004, we filed a Form 8-K, reporting on Item 5. Other Events, and Item 7. Financial
      Statements and Exhibits.  In the report, we disclosed Cingular's agreement to acquire AT&T Wireless
      Services Inc.

      On February 18, 2004, we filed a Form 8-K/A, reporting on Item 7. Financial Statements and Exhibits.  In
      the report, we replaced, in its entirety, the Merger Agreement which we filed with the Current Report on
      Form 8-K on February 17, 2004.




                                               SBC COMMUNICATIONS INC.                                                 Schedule II - Sheet 1
                                  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                           Allowance for Uncollectibles
                                                Dollars in Millions


- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                           COL. A                                    COL. B                           COL. C                            COL. D              COL. E
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     Additions
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                             (1)                   (2)
                                                                                                                 Charged                                    Balance
                                                                   Balance at              Charged               to Other                                  at End of
                                                                  Beginning of          to Costs and             Accounts             Deductions            Period
                        Description                                  Period           Expenses-Note (a)         -Note (b)              -Note (c)           -Note (e)
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Year 2003.................................................     $        1,427                869                   386                  1,768           $        914
Year 2002.................................................     $        1,254              1,407                   620                  1,854           $      1,427
Year 2001.................................................     $        1,016              1,384                   293                 1,439(d)         $      1,254





- ---------------

(a)    Excludes direct charges and credits to expense on the statements of income and reinvested earnings related
       to interexchange carrier receivables.
(b)    Includes amounts previously written off which were credited directly to this account when recovered and
       amounts related to long-distance carrier receivables which were billed by SBC.
(c)    Amounts written off as uncollectible.
(d)    Includes $50 from the sale of Ameritech's security monitoring business.
(e)    As discussed in Note 1 to our consolidated financial statements, effective January 1, 2003 we changed
       our method of recognizing revenues and expenses related to publishing directories, which partially reduced
       our Allowance for Uncollectibles.






                                                                           SBC COMMUNICATIONS INC.                                                 Schedule II - Sheet 2
                                                               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                                                   Accumulated Amortization of Intangibles
                                                                             Dollars in Millions


- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                           COL. A                                    COL. B                             COL. C                          COL. D               COL. E
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Additions
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                             (1)                   (2)
                                                                   Balance at                                    Charged                                    Balance
                                                                  Beginning of             Charged               to Other                                  at End of
                        Description                                  Period              to Expense              Accounts             Deductions             Period
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Year 2003.................................................       $    493                    203                   -                      5                 $    691
Year 2002................................................        $    771                    199                   -                    477(a)              $    493
Year 2001................................................        $    746                    481                   1                    457(b)              $    771







(a)  Includes $364 related to goodwill which is no longer amortized under Statement of Financial Accounting
     Standards No. 142, "Goodwill and Other Intangible Assets."
(b)  Includes $277 from the sale of Ameritech's security monitoring business and $101 transferred to Cingular.




                                                    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, on the 11th
day of March, 2004.

                                                          SBC COMMUNICATIONS INC.


                                                          /s/ Randall Stephenson
                                                          ---------------------------------------
                                                          Randall Stephenson
                                                          Senior Executive Vice President and
                                                          Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the date indicated.

Principal Executive Officer:
      Edward E. Whitacre Jr.*
      Chairman and
      Chief Executive Officer

Principal Financial and
 Accounting Officer:
      Randall Stephenson
      Senior Executive Vice President and
      Chief Financial Officer
                                                          /s/ Randall Stephenson
                                                          -----------------------------------------
                                                          Randall Stephenson, as attorney-in-fact
                                                          and on his own behalf as Principal
                                                          Financial Officer and Principal
                                                          Accounting Officer


                                                          March 11, 2004

Directors:
- -------------------------------------------------------------------------------------------------------------
Edward E. Whitacre Jr.*                                 Charles F. Knight*
Gilbert F. Amelio*                                      Lynn M. Martin*
Clarence C. Barksdale*                                  John B. McCoy*
James E. Barnes*                                        Mary S. Metz*
August A. Busch III*                                    Toni Rembe*
William P. Clark*                                       S. Donley Ritchey*
Martin K. Eby Jr.*                                      Joyce M. Roche*
Herman E. Gallegos*                                     Carlos Slim Helu*
Jess T. Hay*                                            Laura D'Andrea Tyson*
James A. Henderson*                                     Patricia P. Upton*
Bobby R. Inman*
- -------------------------------------------------------------------------------------------------------------

* by power of attorney


EX-10 3 ex10aa.htm INVESTMENT AGREEMENT


                              INVESTMENT AGREEMENT


                  INVESTMENT AGREEMENT (this "Agreement"), dated as of February 16, 2004, between BellSouth
                                              ---------
Corporation, a Georgia corporation ("BellSouth"), and  SBC Communications Inc., a Delaware corporation ("SBC").
                                     ---------                                                           ---

                                               W I T N E S S E T H:

                  WHEREAS, BellSouth and SBC are the sole owners of Cingular Wireless Corporation, a Delaware
corporation ("Cingular"), and BellSouth or an Affiliate of BellSouth, SBC or an Affiliate of SBC and Cingular are
              --------
the sole owners of, and Cingular is the sole manager of, Cingular Wireless LLC, a Delaware liability limited
company ("Cingular LLC");
          ------------

                  WHEREAS, simultaneously with the execution of this Agreement, Cingular, Links I Corporation, a
Delaware corporation and wholly-owned subsidiary of Cingular ("Merger Sub"), Cingular LLC and AT&T Wireless,
Inc., a Delaware corporation ("AWE") (and solely with respect to specific provisions, SBC and BellSouth) have
                               ---
entered into an Agreement and Plan of Merger, dated as of February __, 2004 (the "Merger Agreement"), pursuant to
                                                                                  ----------------
which Merger Sub will be merged with and into AWE (the "Merger");
                                                        ------

                  WHEREAS, BellSouth and SBC have agreed that upon the Closing they will make investments in
Cingular sufficient for Cingular to pay the Merger Consideration;

                  WHEREAS, in addition to making investments in Cingular, each of BellSouth and SBC wish to enter
into certain transactions with Cingular LLC; and

                  WHEREAS, following the Merger, BellSouth and SBC, desire to take certain actions, and to cause
Cingular and Cingular LLC to take certain actions, in order to structure Cingular's ownership of AWE and its
Subsidiaries and BellSouth's and SBC's ownership in Cingular and Cingular LLC.

                  NOW, THEREFORE, in consideration of the promises and representations and warranties set forth
herein, the parties hereto agree as follows:

1.       BellSouth agrees that it will, or will cause one or more of its wholly-owned Subsidiaries to,  provide
to Cingular, at or prior to the Effective Time, 40% of the aggregate amount of the Merger Consideration and will
cause Cingular to use such amount toward payment of the Merger Consideration; and SBC agrees that it will, or
will cause one or more of its wholly-owned Subsidiaries to, provide to Cingular, at or prior to the Effective
Time, 60% of the aggregate amount of the Merger Consideration and will cause Cingular to use such amount toward
payment of the Merger Consideration.  Such cash amounts will be provided to Cingular as loans to, and cash
contributions in exchange for non-voting equity securities of, Cingular, or a combination thereof; provided,
however, that the principal amounts of such loans to Cingular shall be Proportionate as between BellSouth and SBC
(the term "Proportionate" means 40% with respect to BellSouth and 60% with respect to SBC unless otherwise agreed
or as otherwise adjusted by future changes in their respective effective ownership interests in Cingular and
Cingular LLC) and the number of non-voting equity securities of Cingular issued shall be Proportionate as between
SBC and BellSouth unless otherwise agreed, and provided further that the terms and conditions of such loans and
such securities shall be identical as between those loans from and securities issued to BellSouth and comparable
loans from and securities issued to SBC.  BellSouth and SBC agree to negotiate in good faith the terms under
which such cash amounts will be provided to Cingular (including the allocation of such amounts between loans,
cash equity contributions or an agreed on combination thereof, and the terms of loans and the non-voting equity
securities), and to determine such terms no later than the Effective Time.

2.       Each of BellSouth and SBC hereby represent and warrant to the other as follows:

(a)      It is a corporation duly organized, validly existing and in good standing under the laws of its
respective jurisdiction of organization and has all requisite corporate power and authority to own and operate
its properties and assets and to carry on its business in all material respects as it is currently conducted.

(b)      Other than the filings and/or notices required to effect the Merger, no notices, reports or other
filings are required to be made by it or its Subsidiaries with, nor are any consents, registrations, approvals,
permits or authorizations required to be obtained by it or its Subsidiaries from, any Governmental Entity, in
connection with the execution and delivery of this Agreement by it and the consummation by it of the transactions
contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate,
be reasonably likely to prevent, materially delay or materially impair its ability to consummate the transactions
contemplated by this Agreement.

(c)      The execution, delivery and performance of this Agreement by it do not, and the consummation by it of
the transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default
under, its certificate of incorporation or by-laws, (B) a breach or violation of, or a default under, the
acceleration of any obligations or the creation of a lien, pledge, security interest or other Encumbrance on its
assets or the assets of any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to any
Contract binding upon it or any of its Subsidiaries or any Law or governmental or non-governmental permit or
license to which it or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any
party under any of its or its Subsidiaries' Contracts, except, in the case of clause (B) or (C) above, for any
breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not be
reasonably likely to prevent, materially delay or materially impair its ability to consummate the transactions
contemplated by this Agreement.

(d)      It has all requisite corporate power and authority and has taken all corporate action necessary in order
to execute, deliver and perform its obligations under this Agreement.  This Agreement is a legal, valid and
binding agreement of it enforceable against it in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles.

3.       Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in
writing and signed, in the case of an amendment, by the parties hereto, or in the case of a waiver, by the party
against whom the waiver is to be effective.  No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power or privilege.

4.       Neither party hereto may assign any of its rights or obligations under this Agreement without the prior
written consent of the other party hereto and any such purported assignment shall be null and void.

5.       This Agreement and any amendments hereto may be executed in one or more counterparts, each of which
shall be deemed to be an original by the parties executing such counterpart, but all of which shall be considered
one and the same instrument.

6.       THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE
WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF. EACH PARTY HERETO AGREES THAT IT SHALL BRING ANY
ACTION OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTAINED IN OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN
THE COURTS OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE
OF DELAWARE.

7.       Capitalized terms used, but not defined herein shall have the meanings ascribed to such terms in the
Merger Agreement.

8.       This Agreement will terminate and be of no further force and effect upon a termination of the Merger
Agreement prior to the Effective Time, but no such termination shall relieve any party hereto for liability for
any breach of this Agreement prior to the time of termination.








                  IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized
officers of the parties hereto as of the date first written above.


SBC COMMUNICATIONS INC.

By:      /s/ Rick Moore
         ---------------------------------------------
         Name:    Rick Moore
         Title:


BELLSOUTH CORPORATION

By:      /s/ Barry L. Boniface
         ---------------------------------------------
         Name:    Barry L. Boniface
         Title:   Vice President-Planning and
                  Development






EX-10 4 ex10c.htm SUPPLEMENTAL RETIREMENT INCOME PLAN
[GRAPHIC OMITTED]SBC Communications Inc.




















                                          SUPPLEMENTAL RETIREMENT INCOME PLAN













                                    Effective:                                  January 1, 1984
                                    Revisions Effective:                        November 20, 2003







                                          SUPPLEMENTAL RETIREMENT INCOME PLAN

                                                   TABLE OF CONTENTS

      1        Purpose............................................................................................1
      2        Definitions........................................................................................1
      3        Plan ("SRIP") Benefits.............................................................................4
               3.1    Termination of Employment/Vesting...........................................................4
               3.2    Disability..................................................................................6
               3.3    Benefit Payout Alternatives.................................................................7
               3.4    Lump Sum Benefit Election...................................................................9
               3.5    Lump Sum Benefit Account Balance...........................................................12
               3.6    One-Time Acceleration of Deferred Lump Sum Benefit.........................................12
      4        Death Benefits....................................................................................13
               4.1    Death......................................................................................13
               4.2    Disability.................................................................................14
               4.3    Termination of Employment..................................................................14
      5        Payment...........................................................................................15
               5.1    Commencement of Payments...................................................................15
               5.2    Withholding; Unemployment Taxes............................................................15
               5.3    Recipients of Payments; Designation of Beneficiary.........................................15
               5.4    Additional Benefit.........................................................................15
               5.5    No Other Benefits..........................................................................15
               5.6    Small Benefit..............................................................................15
               5.7    Special Increases..........................................................................16
      6        Conditions Related to Benefits....................................................................17
               6.1    Administration of Plan.....................................................................17
               6.2    No Right to SBC Assets.....................................................................17
               6.3    Trust Fund.................................................................................18
               6.4    No Employment Rights.......................................................................18
               6.5    Modification or Termination of Plan........................................................18
               6.6    Offset.....................................................................................19
               6.7    Change in Status...........................................................................19
      7        Miscellaneous.....................................................................................19
               7.1    Nonassignability...........................................................................19
               7.2    Non-Competition............................................................................20
               7.3    Notice.....................................................................................21
               7.4    Validity...................................................................................21
               7.5    Applicable Law.............................................................................21
               7.6    Plan Provisions in Effect Upon Termination of Employment...................................21




                                          SUPPLEMENTAL RETIREMENT INCOME PLAN

1                 Purpose.

         The purpose of the Supplemental Retirement Income Plan ("Plan") is to provide Eligible Employees with
         retirement benefits to supplement benefits payable pursuant to SBC's qualified group pension plans.

2                 Definitions.

         For purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the
         context clearly indicates otherwise:

         Administrative Committee. "Administrative Committee" means a Committee consisting of the Senior Executive
         ------------------------
         Vice President-Human Resources and two or more other members designated by the Senior Executive Vice
         President-Human Resources who shall administer the Plan.

         Agreement.  "Agreement" means the written agreement (substantially in the form attached to this Plan as
         ---------
         Attachment A) that shall be entered into between SBC by the Senior Executive Vice President-Human Resources
         and a Participant to carry out the Plan with respect to such Participant.  Entry into a new Agreement shall
         not be required upon amendment of the Plan or upon an increase in a Participant's Retirement Percent (which
         increase shall nevertheless be utilized to determine the Participant's benefits hereunder even though not
         reflected in the Participant's Agreement), except entry into a new Agreement shall be required in the case of
         an amendment which alters, to the detriment of a Participant, the benefits described in this Plan as
         applicable to such Participant (See Section 6.5).  Such new Agreement shall operate as the written consent
         required by Section 6.5 of the Participant to such amendment.

         Beneficiary.  "Beneficiary" shall mean any beneficiary or beneficiaries designated by the Eligible Employee
         -----------
         pursuant to the SBC Rules for Employee Beneficiary Designations as may hereafter be amended from time-to-time
         ("Rules").

         Chairman.  "Chairman" shall mean the Chairman of the Board of SBC Communications Inc.
         --------

         Disability.  "Disability" means any Termination of Employment prior to being Retirement Eligible (without
         ----------
         regard to the 5 Years of Service requirement otherwise applicable to certain Participants age 55 or older)
         that the Administrative Committee, in its complete and sole discretion, determines is by reason of a
         Participant's total and permanent disability.  The Administrative Committee may require that the Participant
         submit to an examination by a competent physician or medical clinic selected by the Administrative
         Committee.  On the basis of such medical evidence, the determination of the Administrative Committee as to
         whether or not a condition of total and permanent disability exists shall be conclusive.

         Earnings.  "Earnings" means for a given calendar year the Participant's: (1) bonus earned as a short term
         --------
         award during the calendar year but not exceeding 200% of the target amount of such bonus (or such other
         portion of the bonus or target bonus as may be determined by the Human Resources Committee of the Board of
         SBC), plus (2) base salary before reduction due to any contribution pursuant to any deferred compensation
         plan or agreement provided by SBC, including but not limited to compensation deferred in accordance with
         Section 401(k) of the Internal Revenue Code.

         Eligible Employee. "Eligible Employee" means an Officer or a non-Officer employee of any SBC company who is
         -----------------
         designated by the Chairman as eligible to participate in the Plan.  Effective on and after July 1, 1994, only
         an Officer may become an Eligible Employee.  Notwithstanding the foregoing, the Chairman, may, at any time
         and from time to time, exclude any Employee or group of Employees from being deemed an "Eligible Employee"
         under this plan.

         Final Average Earnings.  "Final Average Earnings" means the average of the Participant's Monthly Earnings for
         ----------------------
         the thirty-six (36) consecutive months out of the one hundred twenty (120) months next preceding the
         Participant's Termination of Employment which yields the highest average earnings.  If the Participant has
         fewer than thirty-six (36) months of employment, the average shall be taken over his or her period of
         employment.

         GAAP Rate.  "GAAP Rate" means the interest rate used for valuing Plan liabilities for purposes of SBC's
         ---------
         financial statement reporting requirements for the referenced period.

         Immediate Annuity Value. "Immediate Annuity Value" means the annual amount of annuity payments that would be
         -----------------------
         paid out of a plan on a single life annuity basis if payment of the plan's benefit was commenced immediately
         upon Termination of Employment, notwithstanding the form of payment of the plan's benefit actually made to
         the Participant (i.e., joint and survivor annuity, lump sum, etc.) and notwithstanding the actual
         commencement date of the payment of such benefit.

         Mid-Career Hire.  "Mid-Career Hire" means an individual (i) initially hired or rehired at age 35 or older
         ---------------
         into a position eligible for benefits under this Plan or (ii) initially hired or rehired at age 35 or older
         who is subsequently promoted to a position eligible for benefits under this Plan.

         Monthly Earnings.  "Monthly Earnings" means one-twelfth (1/12) of Earnings.
         ----------------

         Mortality Tables.  "Mortality Tables" means the mortality tables used for purposes of valuing Plan
         ----------------
         liabilities for SBC's financial statement reporting requirements for the referenced period.

         Officer. "Officer" shall mean an individual who is designated as an officer level Employee for compensation
         -------
         purposes on the records of SBC.

         Participant.  A "Participant" means an Eligible Employee who has entered into an Agreement to Participate in
         -----------
         the Plan.

         Retire or Retirement.  "Retire" or "Retirement" shall mean the Termination of Employment of an Eligible
         --------------------
         Employee for reasons other than death, on or after the earlier of the following dates:  (1) the date the
         Eligible Employee is Retirement Eligible or (2) the date the Eligible Employee has attained one of the
         following combinations of age and service at Termination of Employment on or after April 1, 1997, except as
         otherwise indicated below:

                  Net Credited Service                                    Age
                  --------------------                                    ---

                  10 years or more                                     65 or older
                  20 years or more                                     55 or older
                  25 years or more                                     50 or older
                  30 years or more                                     Any age

         With respect to an Eligible Employee who is granted an EMP Service Pension under and pursuant to the
         provisions of the SBC Pension Benefit Plan - Nonbargained Program ("SBCPBP") upon Termination of Employment,
         the term "Retirement" shall include such Eligible Employee's Termination of Employment.

         Retirement Eligible.  "Retirement Eligible" or "Retirement Eligibility" means that a Participant has attained
         -------------------
         age 55 and, for an individual who becomes a Participant on or after January 1, 2002, has five (5) Years of
         Service. Note:  Any reference in any other SBC plan to a person being eligible to retire with an immediate
         pension pursuant to the SBC Supplemental Retirement Income Plan shall be interpreted as having the same
         meaning as the term Retirement Eligible.

         Retirement Percent.  "Retirement Percent" means the percent specified in the Agreement with the Participant
         ------------------
         which establishes a Target Retirement Benefit (see Section 3.1) as a percentage of Final Average Earnings.

         SBC.  "SBC" means SBC Communications Inc.
         ---

         Service Factor.  "Service Factor" means, unless otherwise agreed in writing by the Participant and SBC,
         --------------
         either (a) a deduction of 1.43 percent, or .715 percent for Mid-Career Hires, multiplied by the number by
         which (i) thirty-five (or thirty in the case of an Officer) exceeds (ii) the number of Years of Service of
         the Participant, or (b) a credit of 0.715 percent multiplied by the number by which (i) the number of Years
         of Service of the Participant exceeds (ii) thirty-five (or thirty in the case of an Officer).  For purposes
         of the above computation, a deduction shall result in the Service Factor being subtracted from the Retirement
         Percent whereas a credit shall result in the Service Factor being added to the Retirement Percent.

         Termination of Employment.  "Termination of Employment" means the ceasing of the Participant's employment
         -------------------------
         from the SBC controlled group of companies for any reason whatsoever, whether voluntarily or involuntarily.

         Year.  A "Year" is a period of twelve (12) consecutive calendar months.
         ----

         Years of Service.  "Years of Service" means the number of each complete years of continuous, full-time
         ----------------
         service as an employee beginning on the date when a Participant first began such continuous employment with
         any SBC company and on each anniversary of such date, including service prior to the adoption of this Plan.

3                 Plan ("SRIP") Benefits.

3.1               Termination of Employment/Vesting.

         With respect to (1) a person who becomes a Participant prior to January 1, 1998, or (2) a person who prior to
         January 1, 1998 is an officer of a Pacific Telesis Group ("PTG") company and becomes a Participant after
         January 1, 1998, upon such a Participant's Termination of Employment, SBC shall pay to such Participant a
         SRIP Benefit in accordance with Section 3.3.  The amount of such SRIP Benefit is calculated as follows:

                     Final Average Earnings
                  x Revised Retirement Percentage
                  -------------------------------------------------------------------------------------------------
                  = Target Retirement Benefit
                  - Immediate Annuity Value of any SBC/PTG Qualified Pensions
                  - Immediate Annuity Value of any other SBC/PTG Non-Qualified
                     Pensions other than SRIP
- ------------------------------------------------------------------------------------------------------------------
                  =  Target Benefit
                  -  Age Discount
                  ------------------------------------------------------------------------------------------------
                  =  Annual Value of Life with 10 Year Certain SRIP Benefit immediately payable upon Termination of
                      Employment

         With respect to a person who is appointed an Officer and becomes a Participant on or after January 1, 1998,
         upon such a Participant's Termination of Employment, SBC shall pay to such Participant a SRIP Benefit in
         accordance with Section 3.3.  The amount of such SRIP Benefit is calculated as follows:

                  Final Average Earnings
                  X  Revised Retirement Percentage
                  =  Target Retirement Benefit
                  -  Age Discount
                  ------------------------------------------------------------------------------------------------
                  =  Discounted Target Benefit
                  -  Immediate Annuity Value of any SBC/PTG Qualified Pensions
- -                 Immediate Annuity Value of any SBC/PTG Non-Qualified
                     Pensions, other than SRIP
                     ---------------------------------------------------------------------------------------------
                  =  Annual Value of Life with 10 Year Certain SRIP Benefit immediately payable upon Termination of
                      Employment

                  Where in both of the above cases the following apply:

                  (a)      Revised Retirement Percentage = Retirement Percent + Service Factor

                  (b)      For purposes of determining the Service Factor, the Participant's actual Years of Service as
                           of the date of Termination of Employment, to the day, shall be used.

                  (c)      For purposes of determining the Final Average Earnings, the Participant's Earnings history
                           as of the date of Termination of Employment shall be used.

                  (d)      Age Discount means the Participant's SRIP Benefit shall be decreased by five-tenths of one
                           percent (.5%) for each month that the date of the termination of employment precedes the
                           date on which the Participant will attain age 60.

                  Notwithstanding the foregoing, if at the time of Termination of Employment the Participant is, or
                  has been within the one year period immediately preceding Participant's Termination of Employment,
                  an Officer with 30 or more Years of Service such Participant's Age Discount shall be zero.

                  Except to true up for an actual short term award paid following Termination of Employment, there
                  shall be no recalculation of the value of a Participant's SRIP Benefit following a Participant's
                  Termination of Employment.

                  If a Participant who has commenced payment of his or her SRIP Benefit dies, his or her Beneficiary
                  shall be entitled to receive the remaining SRIP Benefit in accordance with the Benefit Payout
                  Alternative elected or deemed elected by the Participant or to make the same elections that the
                  Participant could have made as of the day immediately preceding the Participant's death.  If the
                  Participant had elected a lump sum benefit, such Beneficiary may make an election under Section
                  3.6.  If a Participant dies while in active service, Section 4 shall apply.

                  Notwithstanding any other provision of this Plan, upon any Termination of Employment of the
                  Participant for a reason other than death or Disability, SBC shall have no obligation to the
                  Participant under this Plan if the Participant has less than 5 Years of Service at the time of
                  Termination of Employment.

3.2               Disability.

         Upon a Participant's Disability and application for benefits under the Social Security Act as now in effect
         or as hereinafter amended, the Participant will continue to accrue Years of Service during his or her
         Disability until the earliest of his or her:

                  (a)      Recovery from Disability,

                  (b)      Retirement (determined without regard to the 5 Years of Service requirement otherwise
                           applicable to certain Participants age 55 or older), or

                  (c)      Death.

         Upon the occurrence of either (a) Participant's recovery from Disability prior to his or her Retirement
         Eligibility if Participant does not return to employment, or (b) Participant's Retirement (determined without
         regard to the 5 Years of Service requirement otherwise applicable to certain Participants age 55 or older),
         the Participant shall be entitled to receive a SRIP Benefit in accordance with Section 3.1.

         For purposes of calculating the foregoing benefit, the Participant's Final Average Earnings shall be
         determined using his or her Earnings history as of the date of his or her Disability.

         If a Participant who continues to have a Disability dies prior to his or her Retirement Eligibility (without
         regard to the 5 Years of Service requirement otherwise applicable to certain Participants age 55 or older),
         the Participant will be treated in the same manner as if he or she had died while in employment (See Section
         4.1).

3.3               Benefit Payout Alternatives.

         The normal form of a Participant's benefits hereunder shall be a Life with 10-Year Certain Benefit as
         described in Section 3.3(a).  However, a Participant may elect in his or her Agreement or in a subsequently
         filed election to convert his or her benefits hereunder, into one of the Benefit Payout Alternatives
         described in Section 3.3(b), 3.3(c) or 3.3(d).

                  (a)      Life with a 10-Year Certain Benefit.  An annuity payable during the longer of (i) the life
                           -----------------------------------
                           of the Participant or (ii) the 10-year period commencing on the date of the first payment
                           and ending on the day next preceding the tenth anniversary of such date (the "Life With
                           10-Year Certain Benefit").  If a Participant who is receiving a Life with 10-Year Certain
                           Benefit dies prior to the expiration of the 10-year period described in this Section 3.3(a),
                           the Participant's Beneficiary shall be entitled to receive the remaining Life With 10-Year
                           Certain Benefit installments which would have been paid to the Participant had the
                           Participant survived for the entire such 10-year period.

                  (b)      Joint and 100% Survivor Benefit.  A joint and one hundred percent (100%) survivor annuity
                           -------------------------------
                           payable for life to the Participant and at his or her death to his or her Beneficiary, in an
                           amount equal to one hundred percent (100%) of the amount payable during the Participant's
                           life, for life (the "Joint and 100% Survivor Benefit").

                  (c)      Joint and 50% Survivor Benefit.  A joint and fifty percent (50%) survivor annuity payable
                           ------------------------------
                           for life to the Participant and at his or her death to his or her Beneficiary, in an amount
                           equal to fifty percent (50%) of the amount payable during the Participant's life, for life
                           (the "Joint and 50% Survivor Benefit").

                  (d)      Lump Sum Benefit.  Effective for a Termination of Employment on or after June 19, 2001, if
                           ----------------
                           the Participant has attained the age of fifty-five years as of his or her Termination of
                           Employment, the Participant is eligible to receive a lump sum benefit as described in
                           Section 3.4.

         The Benefit Payout Alternatives described in Section 3.3(b), 3.3(c) and 3.3(d) shall be the actuarially
         determined equivalent (as determined by the Administrative Committee in its complete and sole discretion) of
         the Life With 10-Year Certain Benefit that is converted by such election.

         Any election made pursuant to this Section 3.3 may be made in the Participant's Agreement or in a timely
         filed benefit payout election form. A Participant may elect in his or her Agreement or in a timely filed
         benefit payout election form to defer the time by which he or she is required to elect one of the foregoing
         forms of Benefit Payout Alternatives.  A benefit payout election form is timely filed only if it is delivered
         by the Participant, in writing, telecopy, email or in another electronic format, to the Administrative
         Committee no later than the last day of the calendar year preceding the calendar year in which the
         Participant's Termination of Employment takes place or other benefit payment under this Plan commences.

         If a Participant's Agreement or benefit payout election form fails to show an election of a Benefit Payout
         Alternative, or if the Participant having chosen to defer his or her benefit payout election, fails to make a
         timely election of benefits, such Participant shall be deemed to have elected and such Participant's form of
         benefit shall be the Life With 10-Year Certain Benefit which is described in Section 3.3(a).

         Notwithstanding the foregoing, in the event of the death of a designated annuitant during the life of the
         Participant, the Participant's election to have a Benefit Payout Alternative described in Section 3.3(b) or
         3.3(c) shall be deemed to be revoked, in which event, subject to the conditions and limitations specified in
         the immediately preceding paragraph, or within the ninety-day period following the death of the annuitant if
         such period would end later than the time allowed for an election by the immediately preceding paragraph, the
         Participant may elect to have his or her benefit, or remaining benefit, under the Plan, as the case may be,
         paid in any of the forms described in Sections 3.3(a), 3.3(b) or 3.3(c).  In the event the Participant's
         designated annuitant predeceases the Participant and the Participant fails to make a timely election in
         accordance with the provisions of the immediately preceding sentence, the Participant's benefit, or remaining
         benefit, as the case may be, shall be paid or reinstated, as the case may be, in the form of a Life With
         10-Year Certain Benefit as described in Section 3.3(a).  Any conversion of benefit from one form to another
         pursuant to the provisions of this paragraph shall be subject to actuarial adjustment (as determined by the
         Administrative Committee in its complete and sole discretion) such that the Participant's new benefit is the
         actuarial equivalent of the Participant's remaining prior form of benefit.  Payments pursuant to
         Participant's new form of benefit shall be effective commencing with the first monthly payment for the month
         following the death of the annuitant.

         Notwithstanding any other provision of this Plan to the contrary, payment in the form of a Benefit Payout
         Alternative described in Section 3.3(b) or 3.3(c), with a survivor annuity for the benefit of the
         Participant's spouse as Beneficiary, may be waived by the annuitant with the consent of the Participant in
         the event of the divorce (or legal separation) of said annuitant from said Participant.  In such event, the
         Participant's benefit shall be reinstated to the remainder of the Life with 10-Year Certain Benefit as
         described in Section 3.3(a) (i.e., the 10-Year period as described in Section 3.3(a) shall be the same
         10-year period as if such form of benefit was the form of benefit originally selected and the expiration date
         of such period shall not be extended beyond its original expiration date) effective commencing with the first
         monthly payment following receipt of the waiver and Participant consent in a form acceptable to the
         Administrative Committee.  A waiver of the type described in this paragraph shall be irrevocable.

3.4               Lump Sum Benefit Election.

                  (a)      A Participant who has attained the age of fifty-five (55) years as of his or her Termination
                           of Employment and whose Termination of Employment occurs after December 31, 2001 shall be
                           eligible to make an election for a lump sum benefit.  A lump sum benefit election may be
                           made in or after the calendar year immediately preceding the calendar year in which the
                           Participant attains age fifty-five (55); provided, however, such election shall not be
                                                                    --------  -------
                           effective unless the Participant attains age fifty-five on or before such Participant's
                           Termination of Employment, and, in such event, the Participant shall be deemed to have
                           elected the Benefit Payout Alternative described in Section 3.3(a).

                           The amount of such Participant's lump sum benefit shall be calculated as of the
                           Participant's Termination of Employment applying the Mortality Tables and the GAAP Rate,
                           both as in effect as of the end of the calendar year immediately preceding the Participant's
                           Termination of Employment, but using the Participant's age, Years of Service and other
                           factors as of the Participant's Termination of Employment.

                  (b)      A Participant who was eligible to receive a lump sum benefit at Retirement, but who elected
                           (or is deemed to have elected) one of the Benefit Payout Alternatives described in Section
                           3.3(a), 3.3(b) or 3.3(c), may elect to convert such annuity distribution to a lump sum
                           benefit in a timely filed election.  The Beneficiary of a deceased Participant shall be
                           eligible to make such conversion election to the same extent the Participant was eligible to
                           make such election as of the day immediately preceding the Participant's death.  An election
                           to convert an annuity benefit into a lump sum benefit is timely filed only if it is
                           delivered by the Participant (or the Beneficiary), in writing, telecopy, email or in another
                           electronic format, to the Administrative Committee no later than December 31 of the calendar
                           year following the calendar year in which the Participant's Termination of Employment
                           occurred.  The value of the lump sum benefit resulting from the conversion of a previously
                           elected annuity benefit, shall be the Participant's lump sum benefit valued as of the
                           Participant's Termination of Employment, less the payments, adjusted for interest (using the
                           same GAAP rate that was used to calculate the Lump Sum Benefit as of the Participant's
                           Termination of Employment), that were received prior to the effective date of the
                           conversion.  If a Participant (or his or her Beneficiary) makes a timely election to convert
                           an annuity benefit into a lump sum benefit, such election shall be effective on or about
                           March 1st of the calendar year immediately following the calendar year in which such
                           election is made, and the annuity benefit shall continue to be paid through such March 1st,
                           whereupon the lump sum benefit election shall become effective.  If an election to convert
                           an annuity benefit into a lump sum benefit is not timely filed, the annuity benefit shall
                           continue to be distributed in the form elected (or deemed elected) by the Participant.

                  (c)      A Participant or Beneficiary who elects a lump sum benefit under Section 3.3(d) and/or
                           Section 3.4 must, contemporaneous with such Lump Sum Benefit election, elect to defer all or
                           a portion of the lump sum benefit (including any interest accrued thereon as provided in
                           Section 3.5) in accordance with a payment schedule timely elected by the Participant (or
                           Beneficiary); provided, however,
                                         --------- -------

                           (i)      with respect to a lump sum benefit effective at Retirement, the Participant must
                                    defer the receipt of one hundred percent (100%) of such lump sum benefit (including
                                    any interest thereon) until the later of:

(A)               his or her Termination of Employment; or

(B)               March 1 of the calendar year in which the Participant realizes a Termination of Employment;

                           (ii)     the Participant must defer the receipt of at least seventy percent (70%) of such
                                    lump sum benefit (excluding any interest accrued thereon as provided in Section
                                    3.5) until at least the third (3rd) anniversary of such Participant's Termination
                                    of Employment; provided, however, if the Participant attained the age of sixty (60)
                                    as of his or her Termination of Employment, the Participant is not required to
                                    defer receipt of such Lump Sum Benefit if he or she agrees, in writing,
                                    substantially in the form provided in Attachment B, not to compete with an Employer
                                    Business within the meaning of Section 7.2 for a period of three (3) years from
                                    such Participant's Termination of Employment and further agrees that if he or she
                                    fails to abide by such agreement, the non-compete agreement is challenged or the
                                    non-compete agreement is unenforceable, he or she shall forfeit all benefits
                                    hereunder and repay the Lump Sum Benefit to SBC; and

                           (iii)    the Participant (or Beneficiary) may not defer the receipt of all or any portion of
                                    such lump sum benefit, including any interest accrued thereon, beyond the twentieth
                                    (20th) calendar year after the Participant's Termination of Employment.

                           The payment schedule elected by a Participant or Beneficiary must comply with the rules for
                           payment schedules as adopted by the Administrative Committee (as determined by the
                           Administrative Committee in its sole and absolute discretion), which, for example, may
                           require payment of principal to be made no more frequently than once per calendar year.

                           If a Participant who, as of his or her Retirement, timely elected to defer the receipt of a
                           lump sum benefit under this Section fails to timely elect a payment schedule or if such
                           Participant's timely filed payment schedule does not comply with the rules for payment
                           schedules, (i) thirty percent (30%) of such Participant's lump sum benefit shall be paid to
                           the Participant upon the later of (A) such Participant's Termination of Employment, or (B)
                           March 1 of the calendar year in which the Participant realizes a Termination of Employment,
                           and (ii) the remaining seventy percent (70%) (plus any interest accrued thereon as provided
                           in Section 3.5) shall be paid to the Participant on the third (3rd) anniversary of such
                           Participant's Termination of Employment.  If a Participant who timely elects to defer the
                           receipt of a lump sum benefit resulting from the conversion of an annuity benefit, fails to
                           timely elect a payment schedule or if such Participant's timely filed payment schedule does
                           not comply with the rules for payment schedules, (i) thirty percent (30%) of such
                           Participant's lump sum benefit shall be paid to the Participant on or about March 1st of the
                           calendar year following the year in which the conversion election is made, and (ii) the
                           remaining seventy percent (70%) (plus any interest accrued thereon as provided in Section
                           3.5) shall be paid to the Participant on the third (3rd) anniversary of such Participant's
                           Termination of Employment.

3.5               Lump Sum Benefit Account Balance.

         The Administrative Committee shall maintain a lump sum benefit account balance on its books and records for
         each Participant (or Beneficiary) that elects a lump sum benefit.  During such period of time that all or any
         portion of a Participant's lump sum benefit is not paid, interest shall be credited using the same
         methodology used by SBC for financial accounting purposes using the GAAP Rate that was used to calculate such
         Participant's lump sum benefit.  Payments of principal and interest shall be deducted from the lump sum
         benefit account balance.

3.6               One-Time Acceleration of Deferred Lump Sum Benefit.

         Participants who realize a Termination of Employment on or after June 19, 2001 who timely elected a lump sum
         benefit under Section 3.3(d) and/or Section 3.4 (and their Beneficiary) may make a one-time, irrevocable
         election to accelerate the payment of their unpaid lump sum benefit, if any, subject to the following
         conditions and limitations. The Participant's (or Beneficiary's) election to accelerate his unpaid lump sum
         benefit, if any, must be received by the Administrative Committee on or before the last day of the calendar
         year immediately preceding the calendar year in which such unpaid portion of the lump sum benefit
         distribution is to be made.  Such distribution shall be made on March 1 of the calendar year immediately
         following the calendar year in which such acceleration election is made (the "Accelerated Distribution
         Date"); provided, however, a Participant who makes a lump sum benefit acceleration election pursuant to this
                 --------  -------
         Section 3.6 whose Termination of Employment occurred within three (3) years of the Accelerated Distribution
         Date shall receive thirty percent (30%) of such lump sum benefit on the Accelerated Distribution Date and the
         remaining seventy percent (70%) of such lump sum benefit (plus accrued interest as provided in Section 3.5)
         on the third (3rd) anniversary of such Participant's Termination of Employment; provided, further, however,
         if the Participant attained the age of sixty (60) as of his or her Termination of Employment, the Participant
         may accelerate the distribution of 100% of his or her unpaid lump sum benefit if he or she agrees, in writing
         substantially in the form provided in Attachment B, not to compete with an Employer Business within the
         meaning of Section 7.2 for a period of three (3) years from such Participant's Termination of Employment and
         further agrees that if he or she fails to abide by such agreement, the non-compete agreement is challenged or
         the non-compete agreement is unenforceable, he or she shall forfeit all benefits hereunder and repay the Lump
         Sum Benefit to SBC.

4                 Death Benefits.

4.1               Death.

         If a Participant dies prior to his or her Retirement, a pre-retirement death benefit will be calculated and
         paid as though the Participant had Retired  (determined without regard to the 5 Years of Service requirement
         otherwise applicable to certain Participants age 55 or older) on the day prior to the date of death.
         Notwithstanding the provisions of Section 3.3, if a Participant's Agreement or benefit payout election form
         fails to show an election of a Benefit Payout Alternative, or if the Participant, having chosen to defer his
         benefit election, failed to make a timely election of a Benefit Payout Alternative prior to his or her death,
         the form of the pre-retirement death benefit shall, at the option of the Participant's Beneficiary, be either
         the Life With 10-Year Certain Benefit form of the Participant's benefit, a Beneficiary Life Annuity (as such
         term is hereinafter described) based on the life expectancy of the Beneficiary, or, if the Participant was
         eligible to make a Lump Sum Benefit election as of his or her date of death, a Lump Sum Benefit (calculated
         in the manner described in this Section 4.1).  If paid as a Beneficiary Life Annuity based on the Life of the
         Beneficiary, such benefit shall be the actuarially determined equivalent (as determined by the Administrative
         Committee in its complete and sole discretion) of the Life With 10-Year Certain Benefit; provided, however,
                                                                                                  --------  -------
         should the Beneficiary die prior to the payment to the Beneficiary of the total dollar amount of the Life
         with 10-Year Certain Benefit, the remaining dollar balance of such Life With 10-Year Certain Benefit shall be
         paid in accordance with the Participant's beneficiary designation and the Rules at the same monthly rate of
         payment as would have been the monthly payment pursuant to the 10-year payment schedule had the Life With
         10-Year Certain Benefit been selected.   For purposes of this Section 4.1, a Lump Sum Benefit shall be
         calculated in the same manner as provided in Section 3.4 as if the Participant were alive; e.g., calculated
         as of the Participant's Death applying the Mortality Tables and the GAAP Rate, both as in effect as of the
         end of the calendar year immediately preceding the Participant's Death, but using the Participant's age,
         Years of Service and other factors as of the Participant's date of death.

4.2               Disability.

         In the event that a Participant terminates employment prior to Retirement by reason of a Disability that
         entitles the Participant to continue to accrue Years of Service until Retirement Eligibility pursuant to
         Section 3.2 and thereafter dies after attaining Retirement Eligibility (without regard to the 5 Years of
         Service requirement otherwise applicable to certain Participants age 55 or older), the Employer shall pay to
         the Participant's Beneficiary the Death Benefit specified in Section 4.1 based on the Participant's Monthly
         Earnings for the twelve (12) months preceding his or her Disability.  No death benefit shall be payable if
         the Participant dies prior to attaining Retirement Eligibility (without regard to the 5 Years of Service
         requirement otherwise applicable to certain Participants age 55 or older).

4.3               Termination of Employment.

         If a Participant terminates employment other than by reason of Disability prior to Retirement Eligibility
         (without regard to the 5 Years of Service requirement otherwise applicable to certain Participants age 55 or
         older), no death benefit shall be payable to the Participant's Beneficiary.

5                 Payment.

5.1               Commencement of Payments.

         Notwithstanding the designation of a specific date for payment of a distribution hereunder, commencement of
         payments under this Plan may be delayed for administrative reasons in the discretion of the Administrative
         Committee, but shall begin not later than sixty (60) days following the occurrence of an event which entitles
         a Participant (or a Beneficiary) to payments under this Plan.

5.2               Withholding; Unemployment Taxes.

         To the extent required by the law in effect at the time payments are made or deferred hereunder, any taxes
         required to be withheld by the Federal or any state or local government shall be withheld from payments or
         deferrals made hereunder.

5.3               Recipients of Payments; Designation of Beneficiary.

         All payments to be made under the Plan shall be made to the Participant during his or her lifetime, provided
         that if the Participant dies prior to the completion of such payments, then all subsequent payments under the
         Plan shall be made to the Participant's Beneficiary or Beneficiaries.

         In the event of the death of a Participant, distributions/benefits under this Plan shall pass to the
         Beneficiary (ies) designated by the Participant in accordance with the Rules.

5.4               Additional Benefit.

         The reduction of any benefits payable under the SBC Pension Benefit Plan ("SBCPBP"), which results from
         participation in the SBC Senior Management Deferred Compensation Program of 1988, will be restored under this
         Plan.

5.5               No Other Benefits.

         No benefits shall be paid hereunder to the Participant or his or her Beneficiary except as specifically
         provided herein.

5.6               Small Benefit.

         Notwithstanding any election made by the Participant, the Administrative Committee in its sole discretion may
         pay any benefit in the form of a lump sum payment if the lump sum equivalent amount is or would be less than
         $10,000 when payment of such benefit would otherwise commence.

5.7               Special Increases.

5.7.1             1990 Special Increase.

                                    Notwithstanding any other provision of this Plan to the contrary:

                                    (a)     Effective July 1, 1990, the monthly pension benefit amount then being paid
                                            hereunder to a retired Participant whose Plan payments began before
                                            January 1990 shall be increased by 1/30 of 5.0% for each month from and
                                            including January 1988 or the month in which said Participant's pension
                                            payments began, whichever is later, through and including June 1990,
                                            inclusive.

                                    (b)     Effective July 1, 1990, the present and/or future monthly payment
                                            hereunder of a surviving annuitant of a Participant whose Plan payments
                                            began before January 1990 or of a Participant who died in active service
                                            before January 1990, shall be increased by the same percentage as the
                                            related pension was or would have been increased under the provisions of
                                            Paragraph (a) of this Section 5.7.1.

5.7.2             Enhanced Management Pension (EMP) Flow-Through for Participant Receiving Other than an SBCPBP "Cash
                                    Balance" Benefit.

                                    Notwithstanding any other provision of this Plan to the contrary:

                                    (a)     Effective December 30, 1991, a Participant who as of the date of his or
                                            her Retirement satisfies the requirements for a service pension under the
                                            terms of the SBCPBP as it existed prior to December 30, 1991, shall have
                                            his or her SRIP Benefit determined without subtracting any increase in his
                                            or her SBCPBP (or successor plan) pension amount attributable to the
                                            Enhanced Management Pension ("EMP") provisions thereof, i.e., EMP benefits
                                            will "flow-through" to the Participant; provided, however, such additional
                                            benefit amounts corresponding to term of employment extending beyond age
                                            65 through application of the EMP provisions shall be subtracted.

                                    (b)     EMP flow-through shall not apply in the case of any person who becomes an
                                            Eligible Employee after December 31, 1997.

5.7.3             1993 Special Increase and Subsequent Special Increases.

                                    Notwithstanding any other provision of this Plan to the contrary:

                                    (a)     Effective July 1, 1993, the monthly pension benefit amount then being paid
                                            hereunder to (1) all retired Participants whose Plan payments began before
                                            July 1, 1993, (2) then current and contingent annuitants of such retired
                                            Participants who elected one of the Plan's survivor annuities and (3) then
                                            current annuitants of employees who before July 1, 1993 died in active
                                            service shall be increased in the same percentages as the SBCPBP ad hoc
                                            pension increase percentages effective July 1, 1993.

                                    (b)     Any time after July 1, 1993 that the SBCPBP is amended to provide for an
                                            ad hoc pension increase for SBCPBP nonbargained participants, the same
                                            percentage increase shall apply to Plan benefit amounts.

6                 Conditions Related to Benefits.

6.1               Administration of Plan.

         The Administrative Committee shall be the sole administrator of the Plan and will, in its discretion,
         administer, interpret, construe and apply the Plan in accordance with its terms.  The Administrative
         Committee shall further establish, adopt or revise such rules and regulations as it may deem necessary or
         advisable for the administration of the Plan.  All decisions of the Administrative Committee shall be final
         and binding unless the Board of Directors should determine otherwise.

6.2               No Right to SBC Assets.

         Neither a Participant nor any other person shall acquire by reason of the Plan any right in or title to any
         assets, funds or property of any SBC company whatsoever including, without limiting the generality of the
         foregoing, any specific funds or assets which SBC, in its sole discretion, may set aside in anticipation of a
         liability hereunder, nor in or to any policy or policies of insurance on the life of a Participant owned by
         SBC.  No trust shall be created in connection with or by the execution or adoption of this Plan or any
         Agreement, and any benefits which become payable hereunder shall be paid from the general assets of SBC.  A
         Participant shall have only a contractual right to the amounts, if any, payable hereunder unsecured by any
         asset of SBC.

6.3               Trust Fund.

         SBC shall be responsible for the payment of all benefits provided under the Plan.  At its discretion, SBC may
         establish one or more trusts, for the purpose of providing for the payment of such benefits.  Such trust or
         trusts may be irrevocable, but the assets thereof shall be subject to the claims of SBC's creditors.  To the
         extent any benefits provided under the Plan are actually paid from any such trust, SBC shall have no further
         obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of,
         and shall be paid by SBC.

6.4               No Employment Rights.

         Nothing herein shall constitute a contract of continuing employment or in any manner obligate any SBC company
         to continue the service of a Participant, or obligate a Participant to continue in the service of any SBC
         company and nothing herein shall be construed as fixing or regulating the compensation paid to a Participant.

6.5               Modification or Termination of Plan.

         This Plan may be modified or terminated at any time in accordance with the provisions of SBC's Schedule of
         Authorizations.  A modification may affect present and future Eligible Employees.   SBC also reserves the
         sole right to terminate at any time any or all Agreements.  In the event of termination of the Plan or of a
         Participant's Agreement, a Participant shall be entitled to benefits hereunder, if prior to the date of
         termination of the Plan or of his or her Agreement, such Participant has attained 5 Years of Service, in
         which case, regardless of the termination of the Plan/Participant's Agreement, such Participant shall be
         entitled to benefits at such time as provided in and as otherwise in accordance with the Plan and his or her
         Agreement, provided, however, Participant's benefit shall be computed as if Participant had terminated
         employment as of the date of termination of the Plan or of his or her Agreement; provided further, however,
         Participant's service subsequent to Plan/Agreement termination shall be recognized for purposes of reducing
         or eliminating the Age discount provided for by Section 3.1(d).  No amendment, including an amendment to this
         Section 6.5, shall be effective, without the written consent of a Participant, to alter, to the detriment of
         such Participant, the benefits described in this Plan as applicable to such Participant as of the effective
         date of such amendment.  For purposes of this Section 6.5, an alteration to the detriment of a Participant
         shall mean a reduction in the amount payable hereunder to a Participant to which such Participant would be
         entitled if such Participant terminated employment at such time, or any change in the form of benefit payable
         hereunder to a Participant to which such Participant would be entitled if such Participant terminated
         employment at such time.  Any amendment which reduces Participant's benefit hereunder to adjust for a change
         in his or her pension benefit resulting from an amendment to any company-sponsored defined benefit pension
         plan which changes the pension benefits payable to all employees, shall not require the Participant's
         consent.  Written notice of any amendment shall be given to each Participant.

6.6               Offset.

         If at the time payments or installments of payments are to be made hereunder, a Participant or his or her
         Beneficiary or both are indebted to any SBC company, then the payments remaining to be made to the
         Participant or his or her Beneficiary or both may, at the discretion of the Board of Directors, be reduced by
         the amount of such indebtedness; provided, however, that an election by the Board of Directors not to reduce
         any such payment or payments shall not constitute a waiver of such SBC company's claim for such indebtedness.

6.7               Change in Status.

         In the event of a change in the employment status of a Participant to a status in which he is no longer an
         Eligible Employee, the Participant shall immediately cease to be eligible for any benefits under this Plan
         except such benefits as had previously vested.  Only Participant's Years of Service and Earnings history
         prior to the change in his employment status shall be taken into account for purposes of determining
         Participant's vested benefits hereunder.

7                 Miscellaneous.

7.1               Nonassignability.

         Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge,
         anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt of
         the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are,
         expressly declared to be unassignable and non-transferable.  No part of the amounts payable shall, prior to
         actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or
         separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in
         the event of a Participant's or any other person's bankruptcy or insolvency.

7.2               Non-Competition.

         Notwithstanding any other provision of this Plan, all benefits provided under the Plan with respect to a
         Participant shall be forfeited and canceled in their entirety if the Participant, without the consent of SBC
         and while employed by SBC or any subsidiary thereof or within three (3) years after termination of such
         employment, engages in competition with SBC or any subsidiary thereof or with any business with which SBC or
         a subsidiary or affiliated company has a substantial interest (collectively referred to herein as "Employer
         business") and fails to cease and desist from engaging in said competitive activity within 120 days following
         receipt of written notice from SBC to Participant demanding that Participant cease and desist from engaging
         in said competitive activity.  For purposes of this Plan, engaging in competition with any Employer business
         shall mean engaging by the Participant in any business or activity in the same geographical market where the
         same or substantially similar business or activity is being carried on as an Employer business.  Such term
         shall not include owning a nonsubstantial publicly traded interest as a shareholder in a business that
         competes with an Employer business. However, engaging in competition with an Employer business shall include
         representing or providing consulting services to, or being an employee of, any person or entity that is
         engaged in competition with any Employer business or that takes a position adverse to any Employer business.
         Accordingly, benefits shall not be provided under this Plan if, within the time period and without the
         written consent specified, Participant either engages directly in competitive activity or in any capacity in
         any location becomes employed by, associated with, or renders service to any company, or parent or affiliate
         thereof, or any subsidiary of any of them, if any of them is engaged in competition with an Employer
         business, regardless of the position or duties the Participant takes and regardless of whether or not the
         employing company, or the company that Participant becomes associated with or renders service to, is itself
         engaged in direct competition with an Employer business.

7.3               Notice.

         Any notice required or permitted to be given to the Administrative Committee under the Plan shall be
         sufficient if in writing and hand delivered, or sent by certified mail, to the principal office of SBC,
         directed to the attention of the Senior Vice President-Human Resources.  Any notice required or permitted to
         be given to a Participant shall be sufficient if in writing and hand delivered, or sent by certified mail, to
         Participant at Participant's last known mailing address as reflected on the records of his or her employing
         company or the company from which the Participant incurred a Termination of Employment, as applicable.
         Notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown
         on the postmark or on the receipt for certification.

7.4               Validity.

         In the event any provision of this Plan is held invalid, void or unenforceable, the same shall not affect, in
         any respect whatsoever, the validity of any other provision of this plan.

7.5               Applicable Law.

         This Plan shall be governed and construed in accordance with the laws of the State of Texas to the extent not
         preempted by the Employee Retirement Income Security Act of 1974, as amended, and regulations thereunder
         ("ERISA").

7.6               Plan Provisions in Effect Upon Termination of Employment.

         The Plan provisions in effect upon a Participant's Termination of Employment shall govern the provision of
         benefits to such Participant.  Notwithstanding the foregoing sentence, the benefits of a Participant whose
         Retirement occurred prior to February 1, 1989, shall be subject to the provisions of Section 3.3 hereof.




                                     SUPPLEMENTAL RETIREMENT INCOME PLAN AGREEMENT

                  THIS AGREEMENT is made and entered into at San Antonio, Texas as of this _____ day of
_______________, by and between SBC Communications Inc. ("SBC") and __________ (" Participant").

                  WHEREAS, SBC has adopted a Supplemental Retirement Income Plan (the "Plan"); and

                  WHEREAS, the Participant has been determined to be eligible to participate in the Plan; and

                  WHEREAS, the Plan requires that an agreement be entered into between SBC and Participant setting out
certain terms and benefits of the Plan as they apply to the Participant;

                  NOW, THEREFORE, SBC and the Participant hereby agree as follows:

                  1.       The Plan is hereby incorporated into and made a part of this Agreement as though set forth
                           in full herein.  The parties shall be bound by, and have the benefit of, each and every
                           provision of the Plan as set forth in the Plan.

                  2.       The Participant was born on ___________, and his or her present employment began on
                           -------------,

                  3.       The Participant's "Retirement Percent" which is described in the Plan shall be ________
                           percent (__%)

                  4.       Election as to Form of Benefits.  The Participant elects the Benefit Payout Alternative as
                           -------------------------------
                           shown on the Supplemental Retirement Income Plan (SRIP) Benefit Election form attached
                           hereto and incorporated herein for all purposes (the "Form"). The Participant may change
                           this election at any time prior to the end of the calendar year immediately preceding the
                           Participant's Termination of Employment, and the Participant's election in effect at the
                           time will control the distribution of benefit under the Plan.  If the Participant has not
                           elected a Benefit Payout Alternative prior to the end of the calendar year immediately
                           preceding the Participant's Termination of Employment, the Participant's form of benefit
                           under the Plan shall be the Life With 10-Year Certain Benefit.

                  This Agreement supersedes all prior Supplemental Retirement Income Plan Agreements between SBC and
Participant, and any amendments thereto, and shall inure to the benefit of, and be binding upon, SBC, its successors
and assigns, and the Participant and his or her Beneficiaries.

                  IN WITNESS WHEREOF, the parties hereto have signed and entered into this Agreement on and as of the
date first above written.




SBC COMMUNICATIONS INC.:





By:
       --------------------------------------------------------------------------------------
       Senior Executive Vice President-Human Resources



PARTICIPANT:



- ---------------------------------------------------------------------------------------------











Due Date:
                                                                                                          Form SRIP-4
(9/01)
- --------------------------------------------------------------------------------------------
                                   Supplemental Retirement Income Plan (SRIP)
- --------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------
Payment Election
- ------------------------------------------------------------------------------------------------------------------------

Name:                                                              Social Security Number:
         -----------------------------------------------------                                   --------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
1.  Form of Payment
- ---------------------------------------------------------------------------------------------------------------------------------
I hereby elect the following form of benefit for my SRIP benefit in accordance with and subject to the terms of the
Plan:
a.                ____Life with 10-Year Certain Benefit.  Complete Section 4.
b.                ____Joint and 100% Survivor Benefit.  Complete Section 4.
c.                ____Joint and 50% Survivor Benefit.  Complete Section 4.
d.                ____Lump Sum.  Complete Section 2. (Only available if age 54 or older at time of election and age 55
                      or older at termination of employment).
e.                ____Defer making an election until no later than the last day of the calendar year preceding the
                      calendar year in which my termination of employment takes place or my SRIP benefit commences. Complete
                      Section 4.
                      Default Distribution: If a payment election is not on file as of the last day of the year prior to your
                      retirement or termination, the form of benefit shall be the Life with10-Year Certain Benefit.
- ---------------------------------------------------------------------------------------------------------------------------------
                                              2. SRIP Lump Sum Deferral Amount
                                              ---------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
You must defer the receipt of at least seventy percent (70%) of your lump sum (excluding accrued interest thereon)
until at least the third anniversary of your retirement (the "70% Rule").  Please indicate below the portion of your
lump sum that you wish to defer:
I wish to defer _______% (not less than 70%).  Any portion not deferred will be paid within 60 days following my
termination of employment.  Complete Section 3.
Note:  You have a one-time right to accelerate the distribution of your deferred balance by making an election prior
to the first day of the calendar year in which you desire to receive an accelerated distribution of your deferred
balance.
- ---------------------------------------------------------------------------------------------------------------------------------
                    3. Distribution Election for Deferred Lump Sum and Accrued Interest ("Deferred Balance")
                    ----------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
Please indicate how you would like your deferred balance distributed.
         o    Complete Section 3a if you wish to receive monthly interest only payments. You must also complete
              Section 3b to elect how to receive your remaining deferred balance.
         o    Complete Section 3b to specify distribution of your deferred balance. Subject to the 70% Rule,
              payment will begin within 60 days of your retirement date if you elect distribution in your year of
              retirement.
         o    The deferred balance must be distributed no later than the 20th anniversary of your retirement.
         o    If applicable, the dates you complete in Section a and b cannot overlap.
a.       Interest Paid Monthly
         ---------------------
         Please distribute interest on my deferred balance paid monthly commencing
         ______________(month/year) through ______________(month/year).
         Note:  Also complete Section 3b to elect payment of deferred balance.
b.       Ratable Distribution Over a Period of Years
         -------------------------------------------
        Please make an annual payment of my deferred balance on March 1st of each year paid for ________
        (insert number from 1 through 20) year(s) commencing ___________(insert year).  Please choose one distribution
        method as follows:
        |_|   Paid ratably for the period(s) selected in 3b.  (e.g. 1/20th, 1/19th, 1/18th.... If payment is
              requested over 20 years).
        |_|   Paid in equal annual installments for the period(s) selected in 3b.

Note:  You may not request more than 30% of your lump sum within 36 months following retirement.
Complete Section 4.
- ----------------------------------------------------------------- ---------------------------------------------------------------
4.  Authorization
- ----------------------------------------------------------------- ---------------------------------------------------------------
I hereby authorize and make the above elections.

Signature                                                              Date
           ------------------------------------------------                     -----------------------------------
                                     Please return to Executive Compensation Staff
                                    175 E. Houston, 3-N-1, San Antonio, Texas  78205

EX-10 5 ex10h.htm EXECUTIVE HEALTH PLAN
[GRAPHIC OMITTED]SBC Communications Inc.


















                                                         EXECUTIVE HEALTH PLAN
                                  (Formerly the SUPPLEMENTAL HEALTH PLAN prior to September 1, 2001)














                                                                                                            Effective:  January 1, 1987
                                                                                                   Revisions Effective: April, 14, 2003















i

                                                         EXECUTIVE HEALTH PLAN

                                                           TABLE OF CONTENTS



      Section                  Subject                                                  Page
      -------                  -------                                                  ----

         1.       Purpose ..............................................................  1
         2.       Definitions...........................................................  1
         3.       Eligibility ..........................................................  2
         4.       (a)  Coverage.........................................................  3
                  (b)  Substitute Basic Coverage........................................  3
         5.       Costs.................................................................  4
         6.       Non-Competition ......................................................  5
         7.       Administration........................................................  6
         8.       Amendments and Termination ...........................................  6
         9.       Privacy Provisions Relating to Protected Health Information...........  7





                                                                   i



                                                               EXECUTIVE
                                                              HEALTH PLAN



1.       Purpose.  The Executive Health Plan ("Plan") provides Eligible Employees and their eligible dependents with supplemental
         -------
medical, dental and vision benefits.

2.       Definitions.  For purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the
         -----------
context clearly indicates otherwise:

         Chairman.  "Chairman" shall mean the Chairman of the Board of SBC Communications Inc.
         --------

         Committee.  "Committee" shall mean the Human Resources Committee of the Board of SBC Communications Inc.
         ---------

         Disability.  "Disability" shall have the meaning assigned to such term in the SBC company sponsored group disability benefit
         ----------
         plan under which the participant is eligible to receive benefits.

         Eligible Employee.  "Eligible Employee" shall mean an Officer who is designated by the Chairman as eligible to participate
         -----------------
         in the Plan.
         Notwithstanding the foregoing, the Chairman may, from time to time, exclude any Employee or group of Employees from being
         deemed an "Eligible Employee"
         under this Plan.

         Employer.  "Employer" shall mean SBC Communications Inc. or any of its Subsidiaries.
         --------

         Officer.  "Officer" shall mean an individual who is designated as an officer of SBC or of any SBC subsidiary for
         -------
         compensation purposes on SBC's records.

         Retirement. .  "Retirement" shall mean the termination of an Eligible Employee's employment with SBC or any of its
         ------------
         subsidiaries, for reasons other than death, on or after the earlier of the following dates:  (1) the date a participant has
         attained age 55, and, for an individual who becomes a participant on or after January 1, 2002, has five (5) years of
         service, or (2) the date the Eligible Employee has attained one of the following combinations of age and service at
         termination of employment on or after April 1, 1997, except as otherwise indicated below:

              Net Credited Service               Age
              --------------------               ---
              10 years or more                   65 or older
              20 years or more                   55 or older
              25 years or more                   50 or older
              30 years or more                   Any age

         With respect to an Eligible Employee who is granted an EMP Service Pension under and pursuant to the provisions of the SBC
         Pension Benefit Plan - Nonbargained Program ("SBCPBP") upon termination of Employment, the term "Retirement" shall include
         such Eligible Employee's termination of employment.


         Subsidiary.  "Subsidiary"  shall mean any corporation,  partnership,  venture or other entity in which SBC holds,  directly or
         ----------
         indirectly,  a 50%  or  greater  ownership  interest.  The  Committee  may,  at  its  sole  discretion,  designate  any  other
         corporation,  partnership,  venture  or  other  entity  a  Subsidiary  for  the  purpose  of  participating  in  this  Plan.
         Notwithstanding  anything  herein to the  contrary,  Cingular  Wireless  LLC and its  subsidiaries  shall not be  considered a
         Subsidiary under this Plan.


         Termination Under EPR.  In determining whether an Eligible Employee's termination of employment under the Enhanced Pension
         ---------------------
         and Retirement Program ("EPR") is a Retirement for purposes of this Plan, five years shall be added to each of age and net
         credited service ("NCS").  If with such additional age and years of service, (1) an Eligible Employee upon such termination
         of employment under EPR is Retirement Eligible according to the SBC Supplemental Retirement Income Plan ("SRIP") or (2) the
         Eligible Employee upon such termination of employment under EPR has attained one of the following combinations of age and
         service,

                  Actual NCS + 5 Years               Actual Age + 5 Years
                  --------------------               --------------------
                  10 years or more                   65 or older
                  20 years or more                   55 or older
                  25 years or more                   50 or older
                  30 years or more                   Any age

         then such termination of employment shall be a Retirement for all purposes under this Plan and the Eligible Employee shall
         be entitled to the treatment under this Plan afforded in the case of a termination of employment which is a Retirement.

         SBC.  "SBC" shall mean SBC Communications Inc.
         ---

3.       Eligibility.  Each Eligible Employee shall be eligible to participate in this Plan along with his or her eligible
         -----------
dependents. Eligible dependents are those covered under the Eligible Employee's SBC company's basic managed care medical, dental, and
vision care plans ("Basic Plans").

Provisions of this Plan will continue in effect during Retirement for each Eligible Employee who became an Eligible Employee on or
after January 1, 1987 but before January 1, 1999.  Dependent coverage will also continue during the Retirement period for an Eligible
Employee who became an Eligible Employee on or after January 1, 1987 but before January 1, 1999.  An Eligible Employee who becomes an
Eligible Employee after December 31, 1998 shall not be eligible hereunder for coverage during Retirement.

Eligible Employees as of October 1, 1998 must elect to continue coverage effective January 1, 1999 by December 31, 1998.  An Eligible
Employee who becomes an Eligible Employee after October 1, 1998 shall have 90 days after becoming an Eligible Employee to elect
coverage under this Plan.  Coverage will remain in effect as long as the applicable contribution is paid by the Eligible Employee.
However, once an Eligible Employee terminates coverage he or she may not reinstate such coverage.

With respect to Eligible Employees who are receiving short term or long term disability benefits under an SBC company sponsored group
disability benefit plan, coverage under this Plan will be as follows:
     -   the Employee will be eligible for coverage under this Plan for as long as he/she receives short term or long term disability
         benefits.
     -   An individual who became an Eligible Employee on or after January 1, 1999, will no longer be eligible for benefits under
         this Plan once long term disability benefits are discontinued, unless the Eligible Employee is otherwise eligible for
         continued benefits under this Plan.
     -   An Employee who became an Eligible Employee before January 1, 1999, will be eligible for coverage under this Plan as follows:
     -   If the individual is Retirement eligible at the time long term disability benefits commence, he/she will be eligible for
         coverage under this Plan until death, on the same terms and conditions that coverage would be available to such Eligible
         Employee in Retirement, regardless of his/her continued receipt of long term disability benefits.
     -   If the individual is not Retirement eligible at the time long term disability benefits commence, he/she will be eligible for
         coverage under this Plan for as long as coverage is maintained under the applicable SBC company sponsored group medical
         plan.
     -   If an Eligible Employee terminates employment after short term disability benefits are discontinued, or if the Employee
         returns to active employment, eligibility for benefits under the Plan will be provided in accordance with Plan terms.


4.          Coverage. Subject to the limitations in this Section, this Plan provides 100% coverage of all medical, dental and
            --------
         vision services not covered by the Eligible Employee's Basic Plans provided such expenses for such services would qualify as
         deductible medical expenses for federal income tax purposes, whether deducted or not.  Group health plan premiums and
         contributions are not considered "services", and are therefore not covered under this Plan.  Notwithstanding any other
         provision of the Plan to the contrary, an employee who first becomes an Eligible Employee mid-year and who is enrolled in
         SBC sponsored medical plans other than his or her company's Basic Plans (e.g., HMO) will be allowed to participate in the
         Plan for the remainder of the calendar year along with his or her dependents who are enrolled in such other SBC sponsored
         Plans, as if he or she was participating in his or her company's Basic Plans.  Thereafter, to participate in the Plan, the
         Eligible Employee, as well as his or her dependents for whom coverage is desired under this Plan, must be enrolled in the
         Basic Plans to have coverage hereunder.  Expenses incurred by any Eligible Employee or any of his or her eligible dependents
         under this Plan shall not exceed $50,000 per year per individual.  Effective January 1, 1998, expenses incurred by any
         Eligible Employee and his or her eligible dependents under this Plan shall not exceed $100,000 total per Plan year (i.e.,
         January 1 through December 31). Expenses covered by the Basic Plans will not be included in these limits.

         Claims will be applied against the various health plans in the following order:

              (1)     Medicare if participant is eligible for same,
              (2)     Group Health Plans,
              (3)     CarePlus if elected and applicable,
              (4)     Long Term Care Plan if elected and applicable,
              (5)     this Plan.

        (b)      Substitute Basic Coverage.  Notwithstanding any other provision of this Plan to the contrary, if upon Retirement, an
                 -------------------------
         Eligible Employee is eligible for coverage under this Plan during Retirement, but not eligible for coverage under the Basic
         Plans, this Plan shall provide all medical, dental and vision expenses as if such Eligible Employee had been eligible for
         Non-Network coverage under the Basic Plans (hereinafter, "Substitute Basic Coverage").  Such Substitute Basic Coverage shall
         be subject to the same terms and conditions, including monthly retiree contributions, copays, etc. (if any), as would be
         applicable to the Eligible Employees and dependents if provided under the Basic Plans and shall constitute such Eligible
         Employee's Basic Plans for all purposes under this Plan.  The costs of Substitute Basic Coverage (except for any monthly
         contributions, copays, etc.) shall be borne by SBC and shall not be included in the determination of any Eligible Employee's
         annual Plan contribution amount as provided in Section 5.

5.       Costs.  Except as provided below in this Section, costs and expenses incurred in the operation and administration of this
         -----
Plan will be borne by SBC; and each subsidiary will be required to reimburse SBC for applicable costs and expenses attributable to
Eligible Employees employed by it:

o        Effective January 1, 1999, an Eligible Employee electing coverage under the Plan will pay for coverage under the Plan while
         in active service or while receiving short term or long term disability benefits under an SBC company sponsored group disability
         benefit plan.  Such Eligible Employee's annual contribution amount will be equal to 10% of SBC's actual costs per Eligible
         Employee for the prior Plan year.

o        Effective with respect to a retirement or discontinuation of the payment of long term disability benefits under an SBC
         company sponsored group disability benefit plan occurring on or after January 1, 1999, an Eligible Employee who became an
         Eligible Employee before January 1, 1999 and who elects retirement coverage under the Plan will pay for coverage under the Plan
         during retirement or after the discontinuation of the payment of such long term disability benefits.  Such Eligible Employee's
         annual contribution amount during this period will be equal to a percentage of SBC's actual costs per Eligible Employee for the
         prior Plan year according to the following:

         The contribution percentage to be used shall be the lower of the Annual Contribution Percentage determined using each Eligible
         Employee's Age or Years Until Retirement as of December 31, 1997:
                                                  -----------------------

- --------------------------------------------------------------------------------------------------------------------
                                        Annual                                                Annual Contribution
                                     Contribution                Years Until Retirement            Percentage
              Age                     Percentage        OR
- ---------------------------------------------------------------------------------------------------------------------
if age 55 or older                        10%                 if retirement eligible                  10%
- ---------------------------------------------------------------------------------------------------------------------
if age 50 or older but less               25%                 if not retirement eligible      10% plus 5% for each
than 55                                                                                        whole year* until
                                                                                             retirement eligibility
                                                                                              (not to exceed 50%)
- ---------------------------------------------------------------------------------------------------------------------
if less than age 50                       50%
- ---------------------------------------------------------------------------------------------------------------------

*in the event an Eligible Employee is less than one whole year from retirement eligibility, the Annual Contribution Percentage shall
be determined as if one whole year from retirement eligibility

o        Effective January 1, 2003, an Eligible Employee, who retired prior to January, 1, 1999 will pay a contribution for coverage
         under the Plan equal to 10% of SBC's actual costs per Eligible Employee for the prior Plan year.

Coverage will remain in effect as long as the applicable contribution is paid by the Retiree.  However, once a Retiree terminates
coverage he or she may not reinstate such coverage.

6.       Non-Competition.  Notwithstanding any other provision of this Plan, no coverage shall be provided under this Plan with
         ---------------
respect to any Eligible Employee who shall, without the written consent of SBC, and while employed by SBC or any subsidiary thereof,
or within three (3) years after termination of employment from SBC or any subsidiary thereof, engage in competition with SBC or any
subsidiary thereof or with any business with which a subsidiary of SBC or an affiliated company has a substantial interest
(collectively referred to herein as "Employer business").  For purposes of this Plan, engaging in competition with any Employer
business shall mean engaging by Eligible Employee in any business or activity in the same geographical market where the same or
substantially similar business or activity is being carried on as an Employer business.  Such term shall not include owning a
nonsubstantial publicly traded interest as a shareholder in a business that competes with an Employer business.  However, engaging in
competition with an Employer business shall include representing or providing consulting services to, or being an employee of, any
person or entity that is engaged in competition with any Employer business or that takes a position adverse to any Employer
business.  Accordingly, coverage shall not be provided under this Plan if, within the time period and without the written consent
specified, Eligible Employee either engages directly in competitive activity or in any capacity in any location becomes employed by,
associated with, or renders service to any company, or parent or affiliate thereof, or any subsidiary of any of them, if any of them
is engaged in competition with an Employer business, regardless of the position or duties the Eligible Employee takes and regardless
of whether or not the employing company, or the company that Eligible Employee becomes associated with or renders service to, is
itself engaged in direct competition with an Employer business.

7.       Administration.  Subject to the terms of the Plan, the Chairman shall establish such rules as are deemed necessary for the
         --------------
proper administration of the Plan. SBC will compute a "gross-up" allowance which will be paid to an Eligible Employee to offset
income tax liabilities incurred as a result of receiving benefits under this Plan.

8.       Amendments and Termination.  This Plan may be modified or terminated at any time in accordance with the provisions of SBC's
         --------------------------
Schedule of Authorizations.

9.       Privacy Provisions Relating to Protected Health Information.  The Plan and its Business Associates (collectively referred to
         ------------------------------------------------------------
in this Section 5.6 as a "HIPAA Plan") shall use and disclose PHI to the extent permitted by, and in accordance with, HIPAA.
Specifically, each HIPAA Plan will use and disclose PHI for Treatment, Payment and Health Care Operations.

        (a).Definitions.  For purposes of this Section 9, the  following  defined  terms shall have the meaning  assigned to such
            -----------
         terms in this subsection:

            (1)      "Business  Associate" shall mean an outside entity or person that performs  administrative or other functions on behalf of the
            Plan;

            (2)      "Health Care Operations" shall mean activities that involve,  but are not limited to, quality assessment and improvement,  the
            assessment of health care professionals,  disease  management,  case management,  legal services,  benefits fraud and
            abuse  investigations,  and business  planning and development  (including  cost-management  and planning  analyses).
            Health Care Operations also include,  but are not limited to, general health care plan administrative  functions such
            as management activities relating to compliance with HIPAA's  administrative  simplification  requirements,  customer
            service  involving  the provision of data  analysis for the Plan Sponsor of the HIPAA Plan and other  entities  whose
            employees  participate in the HIPAA Plan,  resolution of internal grievances and due diligence in connection with the
            sale or transfer of assets to a potential  successor in interest if the potential  successor is a covered entity,  or
            will become a covered entity, under HIPAA;

            (3)      "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996 as amended from time to time.

            (4)      "Payment"  shall mean any activities  performed that involve making  coverage  determinations  and payment.  These  activities
            include,  but are not limited  to,  billing,  reviews  for medical  necessity,  claims  management,  coordination  of
            benefits,   adjudication  of  health  benefits  claims  (including  appeals  and  other  payment-related   disputes),
            subrogation,  plan reimbursement,  investigations of potential fraud, determining employee contributions,  reviews of
            appropriateness of care, preauthorizations and utilization reviews;

            (5)      "Protected Health  Information" or "PHI" shall mean  individually  identifiable  information  created or retained by the HIPAA
            Plan  beginning on or after April 14, 2003 which pertains to a person's  past,  present or future  physical or mental
            health,  the health care the person is receiving or has received in the past and all past, present or future Payments
            for the person's health care;

            (6)      "Treatment"  means the provision,  coordination  or management of health care and related  services by one or more health care
            providers.  This category includes, but is not limited to, consultations and referrals between health care providers,
            the  coordination  or  management  of health care by a health care  provider with a third party and the referral of a
            patient for health care from one health care provider to another.


        (b) Disclosure of  De-Identified  or Summary Health  Information.  The HIPAA Plan, or, with respect to the HIPAA
            ------------------------------------------------------------
        Plan, a health insurance  issuer,  may disclose  de-identified or summary health  information to the Plan Sponsor of the HIPAA
        Plan (and its affiliates) if such entity requests the de-identified or summary health information for the purpose of:

            (1)      Obtaining premium bids from health plans for providing health insurance coverage under the HIPAA Plan;

            (2)      Modifying, amending or terminating the group health benefits under the HIPAA Plan;


            In  addition,  the HIPAA Plan or a health  insurance  insurer with respect to the HIPAA Plan may disclose to the Plan
            Sponsor of the HIPAA Plan (or its  affiliates)  information  on whether an individual is  participating  in the group
            health benefits  provided by the HIPAA Plan or is enrolled in, or has ceased enrollment with health insurance offered
            by the HIPAA Plan.


        (c) The HIPAA Plan Will Use and Disclose PHI as Required by Law or as  Permitted  by the  Authorization  of the
            ------------------------------------------------------------------------------------------------------------
        Participant  or  Beneficiary.  Upon  submission  of an  authorization  signed by a  participant,  beneficiary,  subscriber  or
        ----------------------------
        personal  representative  that  meets  HIPAA  requirements,  the HIPAA  Plan will  disclose  PHI to a Company  (or  affiliate)
        sponsored  pension  plan,  long term care  plan,  disability  plan or other  benefit  plan  sponsored  by the  Company  (or an
        affiliate)  with a need to access this PHI for purposes  related to such benefit plan's  administration.  Authorizations  will
        also be honored  when  provided  to the HIPAA Plan with  respect  to job  accommodation  requests,  Family  Medical  Leave Act
        requests, drug/substance abuse testing, fitness for duty exams and workers compensation claims.


            In  addition,  PHI will be  disclosed  to the extent  permitted  or required by law,  without  the  submission  of an
         authorization form.


         (d)      Disclosure of PHI to the Plan Sponsor.  The HIPAA Plan will  disclose  information  to the Plan Sponsor only
                  -------------------------------------
         upon  certification  from the Plan  Sponsor that the HIPAA Plan  documents  have been amended to  incorporate  the  assurances
         provided below.


             The Plan Sponsor agrees to:

             (1)      not use or further disclose PHI other than as permitted or required by the HIPAA Plan document or as required by law;

             (2)      ensure that any  affiliates  or agents,  including a  subcontractor,  to whom the Plan Sponsor  provides PHI received from the
             HIPAA Plan, agrees to the same restrictions and conditions that apply to the Plan Sponsor with respect to such PHI;

             (3)      not use or disclose PHI for  employment-related  actions and decisions  unless  authorized  by the  individual to whom the PHI
             relates;

             (4)      not use or disclose PHI in connection  with any other benefits or employee  benefit plan of the Plan Sponsor or its affiliates
             unless permitted by the Plan or authorized by an individual to whom the PHI relates;

             (5)      report to the Plan any PHI use or  disclosure  that is  inconsistent  with the uses or  disclosures  provided  for of which it
             becomes aware;

             (6)      make PHI available to an individual in accordance with HIPAA's access rules;

             (7)      make PHI available for amendment and incorporate any amendments to PHI in accordance with HIPAA;

             (8)      make available the information required to provide an accounting of disclosures;

             (9)      make internal  practices,  books and records  relating to the use and disclosure of PHI received from the HIPAA Plan available
             to the  Secretary of the United  States  Department of Health and Human  Resources  for purposes of  determining  the
             Plan's compliance with HIPAA; and

             (10)     if feasible,  return or destroy all PHI received  from the HIPAA Plan that the Plan Sponsor still  maintains in any form,  and
             retain no copies of such PHI when no longer  needed for the  purpose for which  disclosure  was made (or if return or
             destruction  is not  feasible,  limit  further  uses and  disclosures  to those  purposes  that  make the  return  or
             destruction infeasible.)

         (e)      Separation  Between the Plan Sponsor and the HIPAA Plan. In accordance with HIPAA,  only the following  employees and Business
                  -------------------------------------------------------
         Associate personnel shall be given access to PHI:

             (1)      employees of the SBC Benefits  and/or SBC Executive  Compensation  organizations  responsible for  administering  group health
             plan benefits  under the HIPAA Plan,  including  those  employees  whose  functions in the regular course of business
             include Payment, Health Care Operations or other matters pertaining to the health care programs under a HIPAA Plan;

             (2)      employees who supervise the work of the employees described in a, above;

             (3)      support personnel,  including other employees outside of the SBC Benefits or SBC Executive  Compensation  organizations  whose
             duties require them to rule on health plan-related appeals or perform functions concerning the HIPAA Plan;

             (4)      investigatory personnel to the limited extent that such PHI is necessary to conduct investigations of possible fraud;

             (5)      outside and in-house legal counsel providing counsel to the HIPAA Plan;

             (6)      consultants providing advice concerning the administration of the HIPAA Plan; and

             (7)      the employees of Business Associates charged with providing services to the HIPAA Plan.


             The persons  identified  above  shall have access to and use PHI to the extent that such access and use is  necessary
             for the  administration  of group health  benefits  under a HIPAA Plan. If these persons do not comply with this Plan
             document,  the Plan Sponsor shall provide a mechanism for resolving issues of noncompliance,  including  disciplinary
             sanctions.







                                                               EXECUTIVE
                                                              HEALTH PLAN
                                                       ADMINISTRATIVE GUIDELINES


                                                           TABLE OF CONTENTS

Section           Subject                                                               Page
- -------           -------                                                               ----

 1.      General........................................................................1
 2.      Coverage Considerations........................................................1
 3.      Enrollment.....................................................................2
 4.      Eligible Charges...............................................................3
 5.      Annual Limits..................................................................3
 6.      Claims Processing..............................................................3
 7.      I. D. Cards....................................................................5
 8.      Prescriptions..................................................................5
 9.      Billing........................................................................5
 10.     Reports........................................................................6
 11.     Accruals.......................................................................6
 12.     Taxes..........................................................................6












Approved:


- ----------------------------------                   --------------
Chairman & Chief Executive Officer                         Date







                                                               EXECUTIVE
                                                              HEALTH PLAN
                                                       ADMINISTRATIVE GUIDELINES

1.       General.  The purpose of these guidelines is to list the procedures to be followed in administering the Executive Health
         -------
Plan ("EHP").

The Senior Vice President - Human Resources will establish internal procedures and group insurance policies with health carrier(s) as
appropriate to carry out the provisions of the Plan.

2.       Coverage Considerations.
         -----------------------

Eligible Employees:
- ------------------

Coverage is provided only for an Eligible Employee covered by a subsidiary's basic medical plan ("basic plan"), except as otherwise
provided for in Section 4 of the Plan.

Coverage continues during periods of disability and during retirement in certain circumstances as described in the Plan.  Coverage
during such periods shall be the same as provided to active Eligible Employees.

Coverage for a new Eligible Employee is effective the first day of the month in which the employee is declared to be eligible to
participate in the Plan by the Chairman.

Coverage will cease on the last day of the month in which one of the following conditions exist:

         (a)      Eligible Employee is no longer a participant in the Basic Plan

         (b)      termination of Eligible Employee from active service for reasons other than disability or the retirement of an
                  Eligible Employee who became an Eligible Employee before January 1, 1999

         (c)      death of Eligible Employee (unless surviving dependents continue coverage under basic plan)

         (d)      demotion of Eligible Employee so as to no longer be eligible to participate in the Plan

         (e)      transfer to a subsidiary that will not bear expenses for the Eligible Employee to participate in the Plan

         (f)      Eligible Employee engages in competitive activity

         (g)      discontinuance of the Plan by SBC or a subsidiary

Dependents:
- ----------

Coverage is provided for dependents of a covered Eligible Employee if the dependents are covered by the basic plan.

If coverage for a dependent ceases under the basic plan, coverage under this Plan will cease with the same effective date.

If coverage for the Eligible Employee under this Plan ceases for any reason, dependent coverage will cease with the same effective
date except where employee coverage ceases due to death of the Eligible Employee, the Plan will continue in effect for surviving
dependents as long as the dependents are covered under the basic plan (through automatic coverage or through payment of basic
premiums) and are paying any applicable premiums under this Plan.

3.       Enrollment.  Upon approval as an Eligible Employee, enrollment in the basic plan and payment of any applicable premium under
         ----------
this Plan, the Eligible Employee and current dependents (provided they are also enrolled in the basic plan) shall be covered under
the Plan.  The Executive Compensation Administration (ECA) contact will forward a portfolio to the Eligible Employee including the
following:

    -    Blank claim forms (5 to 10 copies)

    -    Blue return envelopes (5 to 10)

    -    Filing instructions

    -    I. D. Cards with Eligible Employee's name imprinted (for use for Eligible Employee, spouse, and eligible dependents)

As a matter of convenience for the Eligible Employee, the ECA contact will advise the appropriate payroll office regarding the
enrollment and withholding of basic coverage premiums for dependents who are not already enrolled in the basic plan.  The Eligible
Employee must authorize and make premium payments under the basic plan in order for such dependents to obtain coverage under the
EHP.  There is no additional premium to be paid for EHP coverage for the dependent.  Withholding of dependent basic premiums for
retired Eligible Employees, where applicable, shall be handled in the same manner as other withholding arrangements for retired
executives.

Each month, the ECA contact will provide the EHP carrier and subsidiary benefit administration groups with a list of Eligible
Employees currently enrolled in the Plan.  The ECA contact will provide updated dependent information to the carrier whenever new or
revised Dependent Enrollment Forms are received from Eligible Employees.

4.       Eligible Charges.  Charges for medical care services will be eligible for reimbursement under this Plan if such charges are
         ----------------
deductible as medical expenses under the Internal Revenue Code.  Group health plan premiums and contributions are not considered
"services", and are therefore not covered under this Plan.  In general, medical expenses are defined to include any amounts paid for
the diagnosis, cure, mitigation, treatment or prevention of disease or for the purpose of affecting any structure or function of the
body, and transportation for and essential to medical care.  Amounts paid for illegal operations or treatments are not eligible
medical expenses.  In addition, expenses incurred which are merely beneficial to the general health of an individual are also not
considered eligible medical expenses unless they are for the primary purpose of curing a particular disease or ailment and prescribed
by a doctor.

Eligible Employees are encouraged to use basic plan cost management features, including pre-certification, continued stay, second
surgical opinion and designation of Primary Care Physician.  Use of these features is optional for Eligible Employees.

5.       Annual Limits.  The annual limits for charges which will be paid under the Plan are specified in the Plan.  Expenses
         -------------
incurred under provisions of basic medical, dental and vision plans are not counted against the Plan's limits.  The Plan's limits
apply to the following eligible charges:

         a)       Medical expenses not paid under a basic medical expense plan (deductibles, co-pay amounts, excluded charges, etc.,
                  but not premiums to enroll dependents in the basic plan); plus

         b)       Dental expenses not paid under basic dental plan (deductibles, co-pay amounts, excluded charges etc., but not
                  premiums to enroll dependents in the basic plan); plus

         c)       All vision expenses not covered by basic vision plan, but not premiums to enroll dependents in the basic plan

When an Eligible Employee or dependent or the Eligible Employee's family exhausts annual coverage, the Eligible Employee will be
notified by the carrier.

6.       Claims Processing.  Eligible Employees or their Providers (Doctors, Hospitals, etc.) should submit all basic medical, dental
         -----------------
and vision plan and EHP claims to the EHP carrier (UnitedHealthcare).  In no case should claims be submitted for processing under the
procedures of the basic medical, dental and vision plans. UnitedHealthcare will coordinate processing for both basic and EHP claims
to reduce administrative efforts for Eligible Employees.  Retired Eligible Employees who are eligible for coverage under the Plan and
who are eligible for Medicare should file with Medicare first.  See Medicare Section below.

To submit a claim, Eligible Employees or their Providers should use a claim form (see Attachment 1) and one of the blue envelopes
provided in the enrollment portfolio.  Documentation of service provided should be attached to the claim form.  Additional forms and
envelopes are available from the carrier.

The carrier will receive completed forms, verify participation and make payment to the Eligible Employee or to the Provider as
appropriate.  The Explanation of Benefits statement will be forwarded to the Eligible Employee when payments are made.

Medical and Dental Claims.  The carrier will allocate claim charges to either basic medical or dental plan coverage, EHP coverage or
- -------------------------
non-covered charges.  The Eligible Employee or the Eligible Employee's Provider will be reimbursed for all charges except those not
eligible under either a basic medical or dental plan or EHP.  The carrier will use the separation of charges between plans to produce
reports and to track against annual limits.

Vision Claims.  The carrier will allocate claim charges to either basic vision plan coverage, EHP coverage or non-covered charges.
- -------------
The Eligible Employee or the Eligible Employee's Provider will be reimbursed for all charges except those not eligible under either a
basic vision plan or EHP.  The carrier will use the separation of charges between plans to produce reports and to track against
annual limits. Eligible Employees should not submit vision claims to carriers other than the EHP carrier.

Medicare.  Any retired Eligible Employee eligible for coverage under the Plan or his or her dependents any of whom are eligible for
- --------
Medicare shall file claims with Medicare first.  Expenses not reimbursed by Medicare should then be filed with UnitedHealthcare using
the Executive Health Plan Claim Form.

Coordination by Administrators.  The ECA contact will instruct claims administrators for basic plans (vision, dental, medical) to
- ------------------------------
forward all Eligible Employee claims to the EHP carrier for processing.

Release of Information.  If requested by a Provider, it will be necessary for the Eligible Employee to sign a form to authorize the
- ----------------------
carrier to obtain additional information from a Provider.  In those cases, the carrier will forward an information release form
directly to the Eligible Employee.

7.       I. D. Cards.  Each enrollment portfolio includes I.D. cards for the Eligible Employee and eligible spouse and dependents.
         -----------
The dependent's name will be shown on the dependent's card.

Additional cards can be obtained by contacting the ECA Group.

Each card will contain a carrier telephone number dedicated to the EHP.  This number is also on the claim forms.

8.       Prescriptions.  Participants in the EHP should use the Mail Service Prescription Drug Program or purchase prescriptions from
         -------------
a pharmacy, as appropriate.  The Eligible Employee should attach his/her receipt for any amount not covered by the basic Plan to a
claim form, and forward to the carrier for full reimbursement.  Only prescription medicines are eligible for reimbursement.
Over-the-counter medicines (cold tablets, aspirin, etc.) and hygienic supplies (contact lens solution, eye drops, etc.) are not
covered under the plan.

9.       Billing.  The carrier will issue insurance premium bills at the beginning of each quarter to the following SBC entities:
         -------

      -  SBC ECA Group (for corporate staff Eligible Employees)

      -  Each subsidiary's Human Resources/Personal  Administration Group (for subsidiary Eligible Employees).

Quarterly payments are due to the carrier by the end of the first month in the quarter.

Bills will provide sufficient detail to show the following:

      -  Amounts above that allocated to basic medical, dental and vision plans

      -  EHP premiums

      -  Other EHP charges/credits

      -  SBC code

      -  State code

      -  Individual bills for each Eligible Employee as requested by the employing subsidiary

10.      Reports.  The carrier will issue quarterly reports to the SBC ECA contact.  These will include claim-to-premium
         -------
reconciliation data for use in forecasting end-of-year true-ups and determining whether or not accruals will be required.

11.      Accruals.  If claim-to premium reconciliation data indicates claims are significantly exceeding premiums during a quarter,
         --------
accruals should be considered during the year.  At the end of the year, an accrual is generally required unless a year-end true-up
bill is not expected.

12.      Taxes.  If receipt of coverage/benefits under this Plan results in taxable income, an Eligible Employee's income will be
         -----
grossed-up.

EX-10 6 ex10p.htm NON-EMPLOYEE DIRECTOR STOCK AND DEFERRAL PLAN
[OBJECT OMITTED]SBC Communications Inc.



                              Non-Employee Director
                             Stock and Deferral Plan















                                                                                                            Amended through February 1, 2004








Contents

Article 1. Purpose ...............................................................................................1

Article 2. Definitions............................................................................................1

Article 3. Eligibility and Administration.........................................................................2
         3.1      Eligibility.....................................................................................2
         3.2      The Committee...................................................................................2
         3.3      Administration by the Committee.................................................................2
         3.4      Decisions Binding...............................................................................2

Article 4. Payment of Annual Retainer.............................................................................2
         4.1      Form of Annual Retainer.........................................................................2
         4.2      Payment of Shares...............................................................................2
         4.3      Holding Period for Shares.......................................................................3

Article 5. Award of Stock Units for Non-Employee Directors........................................................3
         5.1      Award of Deferred Stock Units for Non-Employee Directors........................................3
         5.2      Award of Deferred Stock Units for New Non-Employee Directors....................................3
         5.3      Deferral of Retainers and Fees into Stock Units.................................................3
         5.4      Payout of Deferred Stock Units..................................................................4
         5.5      Stock Units.....................................................................................4
         5.6      Holding Period for Shares.......................................................................4

Article 6. Cash Deferral Account..................................................................................5
         6.1      Cash Deferral Account...........................................................................5
         6.2      Cash Deferral Elections.........................................................................5
         6.3      Interest on Cash Deferral Accounts..............................................................5
         6.4      Form and Timing of Payout of Cash Deferral Accounts.............................................5
         6.5      Conversion of a Participant's Cash Deferral Account to Deferred Stock Units.....................6

Article 7. Amendment, Modification, and Termination...............................................................6
         7.1      Amendment, Modification, and Termination........................................................6
         7.2      Awards Previously Granted.......................................................................6

Article 8. Miscellaneous..........................................................................................6
         8.1      Competition.....................................................................................6
         8.2      Elections.......................................................................................7
         8.3      Assignment......................................................................................7
         8.4      Severability....................................................................................7
         8.5      Death of a Director/Beneficiary Designation.....................................................7
         8.6      No Right of Nomination..........................................................................7
         8.7      Shares Available/Fractional Shares..............................................................7
         8.8      Successors......................................................................................8
         8.9      Requirements of Law.............................................................................8
         8.10     Governing Law...................................................................................8
         8.11     Adjustments.....................................................................................8








SBC Communications Inc.
Non-Employee Director Stock and Deferral Plan

Article 1. Purpose

         The purpose of the Non-Employee Director Stock and Deferral Plan (the "Plan") (formerly the Deferred Compensation Plan for
Non-Employee Directors) is to promote the achievement of long-term objectives of SBC Communications Inc.  by linking the personal
interests of Non-Employee Directors to those of the Company's stockholders and to attract and retain Non-Employee Directors of
outstanding competence.


Article 2. Definitions

         Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the defined meaning is
intended, the initial letter of the word is capitalized:

         (a)      "Award" means, individually or collectively, an award under this Plan of Stock Units.
         (b)      "Board" means the Board of Directors of the Company.
         (c)      "Business Day" means any day that the Company is open for the regular transaction of business.
         (d)      "Company" means SBC Communications Inc., a Delaware corporation.
         (e)      "Director" means any individual who is a member of the Board, including Advisory Directors.
         (f)      "Employee" means any full-time, nonunion, salaried employee of the Company or of the Company's directly or
                  indirectly held subsidiaries. For purposes of the Plan, an individual whose only employment relationship with the
                  Company is as a Director shall not be deemed to be an Employee.
         (g)      "Fair Market Value" or "FMV" means the closing price on the New York Stock Exchange ("NYSE") for Shares on the
                  relevant date, all as determined by the Company.  In lieu of the foregoing, the Board may select any other index or
                  measurement to determine the FMV of Shares under the Plan.
         (h)      "Non-Employee Director" means any individual who is a member of the Board but who is not otherwise an Employee, nor
                  has otherwise been an Employee.
         (i)      "Participant" means a person who is entitled to participate in the Plan.
         (j)      "Shares" means shares of common stock of the Company, par value one dollar ($1.00) per share.
         (k)      "Stock Unit" or "Unit" means an Award acquired by a Participant as a measure of participation under the Plan, and
                  having a value equal to one (1) Share.
         (l)      "Trading Day" means any day that the Shares are traded on the NYSE.








Article 3. Eligibility and Administration

3.1      Eligibility.  Persons eligible to participate in the Plan are limited to Non-Employee Directors.

3.2      The Committee. The Plan shall be administered by the Corporate Governance and Nominating Committee of the Board (the
"Committee"), subject to the restrictions set forth in the Plan.

3.3      Administration by the Committee. The Committee shall have the full power, discretion, and authority to interpret and
administer the Plan in a manner consistent with the Plan's provisions. However, in no event shall the Committee have the power to
determine Plan eligibility, or to determine the number, the value, the vesting period, or the timing of Awards to be made under the
Plan (all such determinations being automatic pursuant to the provisions of the Plan).

3.4      Decisions Binding. All determinations and decisions made by the Committee pursuant to the Plan, and all related orders or
resolutions of the Committee shall be final, conclusive, and binding on all persons, including the Company, its stockholders,
Participants, and their estates and beneficiaries.


Article 4. Payment of Annual Retainer

4.1      Form of Annual Retainer.  In lieu of receiving the annual retainer (which term, as used in this Plan, shall include any
additional annual retainer for committee chairman) in cash, effective for payments on or after January 1, 1998, a Non-Employee
Director may elect to receive all (100%) or fifty percent (50%) of the Director's annual retainer in the form of Shares.  Such
election shall be made prior to the beginning of, and will be effective for, the calendar year in which the annual retainer will be
paid.  Each election shall become irrevocable as of the last day such election may be made.  Provided, however, newly elected
Non-Employee Directors may, at any time within thirty (30) days after their original election to the Board, make an irrevocable
election with respect to payments not yet made, effective for the then current calendar year.  Unless the Non-Employee Director
notifies the Secretary of the Company otherwise prior to the beginning of each subsequent calendar year, the election will renew
automatically for an additional calendar year.

4.2      Payment of Shares. One fourth of the annual retainer is payable in advance each calendar quarter on the first Business Day
thereof and is fully earned on the first day of that quarter.  A Director whose term will expire during the quarter and who is not
nominated by the Board for re-election will receive a pro-rated quarterly retainer.  For their first retainer payment only, newly
elected Non-Employee Directors are paid the first Business Day of the quarter next occurring on a pro-rata basis.  When the retainer
is increased after the first Business Day of a calendar quarter, the amount of the increase relating to that quarter will be paid on
the first Business Day of the following quarter.  Each fraction of a month is considered a whole month.  The number of Shares to be
paid shall equal the portion of the quarterly retainer being taken in Shares, divided by the Fair Market Value of a Share on the last
Trading Day in the calendar month in which such scheduled retainer would have been paid if not for the election to take the retainer
in Shares.  If a Director has elected to receive Shares pursuant to Section 4.1, the Shares shall be payable following the
determination of the number of Shares to be issued.  Any fractional Share shall be paid in cash as provided hereunder.

4.3      Holding Period for Shares.  Any Shares acquired by a Director under this Article 4 may not be sold for one year after
acquisition.  Thereafter, such Shares shall only be sold pursuant to an effective registration statement or pursuant to an exemption
from the Securities Act of 1933, including sales pursuant to Rule 144 thereunder.  The Company may place a legend on the certificates
for such Shares evidencing this restriction.


Article 5. Award of Stock Units for Non-Employee Directors

5.1      Award of Deferred Stock Units for Non-Employee Directors. Effective the day of each annual meeting of the Company's
stockholders, each continuing Non-Employee Director shall be Awarded that number of Stock Units that is equal to: (a) one hundred
fifty percent (150%) of the annual retainer as in effect at the time of the Award divided by (b) the Fair Market Value of a Share on
the last Trading Day in the calendar month in which such Award is made.  Each Award is intended to be in consideration for service
until the next annual meeting of stockholders, but will be fully earned on the date of the Award and credited to the Non-Employee
Director's account on the day the number of Stock Units is determined.  Provided, however, if the Director terminates service on or
before the day of the annual meeting of stockholders, the related Award to be earned on such meeting date will not be made.

5.2      Award of Deferred Stock Units for New Non-Employee Directors.  The following applies only to Non-Employee Directors who
originally became a Non-Employee Director after November 21, 1997.  Each Non-Employee Director shall receive, in addition to the
Award described in Section 5.1 above, an annual Award of Stock Units effective the day of each annual meeting of the Company's
stockholders.  The number of Stock Units in each such Award shall equal thirteen thousand dollars ($13,000), divided by the Fair
Market Value of a Share on the last Trading Day in the calendar month in which such Award is made.  Each Award is intended to be in
consideration for service until the next annual meeting of stockholders, but will be fully earned on the date of the Award and
credited to the Non-Employee Director's account on the day the number of Stock Units is determined.  Provided, however, if the
Director terminates service on or before the day of the annual meeting of stockholders, the related Award to be earned on such
meeting date will not be made.  No Director shall receive more than ten (10) Awards under this Section 5.2.

5.3      Deferral of Retainers and Fees into Stock Units.  Effective for payments on or after January 1, 1998, each Non-Employee
Director may elect to defer all (100%) or fifty percent (50%) of the cash portion of the Director's annual retainer into Stock
Units.  In addition, a Non-Employee Director may elect to defer all (100%) of the Director's Board and committee meeting fees and
review session fees into Stock Units.  The number of Stock Units acquired shall equal the fees and/or the portion of the annual
retainer being deferred into Stock Units in a calendar month, divided by the Fair Market Value of a Share on the last Trading Day in
such calendar month, and such Stock Units shall be credited to the Non-Employee Director's account on the day the number of Stock
Units is determined.

         Any deferral election under this Section 5.3 shall be made prior to the beginning of, and will be effective for, the
calendar year in which such payments would otherwise be made.  Each such election shall become irrevocable as of the last day such
election may be made.  Provided, however, newly elected Non-Employee Directors may, at any time within thirty (30) days after their
original election to the Board, make an irrevocable election with respect to payments not yet made, effective for the then current
calendar year.  Unless the Non-Employee Director notifies the Secretary of the Company otherwise prior to the beginning of each
subsequent calendar year, each election hereunder will renew automatically for an additional calendar year.

5.4      Payout of Deferred Stock Units.  All Stock Units shall be paid out in the form of one Share for each Stock Unit.  The
Participant shall elect the timing of the payout for Stock Unit Awards no later than the calendar year prior to the first scheduled
payment of such Stock Units; any prior elections by the Participant shall become irrevocable at that time.  One election will apply
to all Stock Units, whether from deferrals, annual Awards or otherwise.  Stock Units acquired under this Plan shall be paid out in a
lump sum payment or in up to fifteen (15) annual installments, as elected by the Participant.  The lump sum payment or the first
installment, as the case may be, shall be payable on the first Business Day of February of the year following the calendar year of
the termination of the Participant's service as a Director.  Each subsequent annual installment shall be payable on the first
Business Day of February.  If the Director fails to make a timely election as to the number of installments, the Stock Units shall be
paid out in four (4) annual installments.

         For Participants electing a payout of Stock Units in installments, the number of Stock Units to be paid out in each
installment shall equal the number of Stock Units available for payout, divided by the number of remaining installments (including
the installment being made).  A fractional Stock Unit shall be paid in cash.

5.5      Stock Units.  Each Stock Unit shall represent an unfunded and unsecured promise by the Company to issue a Share.
Participants holding Stock Units shall earn dividend equivalents paid in the form of additional Stock Units added to their account.
The number of Stock Units so added shall equal the dividend on a Share multiplied by the number of Stock Units held by the
Participant on the record date for such dividend, divided by the Fair Market Value of a Share on the last Trading Day in the calendar
month in which the record date for such dividend occurs.  The Stock Units shall be credited to a Participant's account on the day the
number of Stock Units is determined.

5.6      Holding Period for Shares.  Any Shares acquired by a Director under this Article 5 may not be sold for one year after
acquisition.  Thereafter, such Shares shall only be sold pursuant to an effective registration statement or pursuant to an exemption
from the Securities Act of 1933, including sales pursuant to Rule 144 thereunder.  The Company may place a legend on the certificates
for such Shares evidencing this restriction.


Article 6. Cash Deferral Account

6.1      Cash Deferral Account.  A cash deferral account (the "Cash Deferral Account") shall be established and maintained by the
Company for each Participant that makes a cash deferral election under the Plan. Each Cash Deferral Account shall be credited as of
the date the amount deferred otherwise would have become due and payable to the Participant and shall be credited to reflect the
interest return thereon. The establishment and maintenance of such Cash Deferral Accounts, however, shall not be construed as
entitling any Participant to any specific assets of the Company and shall represent an unfunded and unsecured promise of the Company
with respect to the amounts due thereunder.

6.2      Cash Deferral Elections.  Effective for payments on or after January 1, 1998, each Non-Employee Director may elect to defer
all (100%) or fifty percent (50%) of the cash portion of the Director's annual retainer into the Director's Cash Deferral Account.
In addition, a Non-Employee Director may elect to defer all (100%) of the Director's Board and committee meeting fees and review
session fees into the Director's Cash Deferral Account.

         Any deferral election under this Section 6.2 shall be made prior to the beginning of, and will be effective for, the
calendar year in which such payments would otherwise be made.  Each such election shall become irrevocable as of the last day such
election may be made.  Provided, however, newly elected Non-Employee Directors may, at any time within thirty (30) days after their
original election to the Board, make an irrevocable election with respect to payments not yet made, effective for the then current
calendar year.  Unless the Non-Employee Director notifies the Secretary of the Company otherwise prior to the beginning of each
subsequent calendar year, each election hereunder will renew automatically for an additional calendar year.

         Deferral elections under the Plan made prior to November 21, 1997, shall remain in place through the end of 1997, and all
such deferrals shall be credited to the Cash Deferral Account and continue to earn interest in accordance with Section 6.3.  Any new
Non-Employee Director joining the Board after November 21, 1997, and before January 1, 1998, may make an election with respect to
1997 annual retainers and fees in accordance with the Plan as it read immediately prior to the modifications of November 21, 1997.

6.3      Interest on Cash Deferral Accounts.  The annual rate of interest on amounts in the Cash Deferral Accounts for 1997 and
subsequent calendar years shall be the Moody's Corporate Bond Yield Average-Monthly Average Corporates as published by Moody's
Investor Service, Inc. (or any successor thereto) for the month of September before the calendar year in question (if such yield is
no longer published, a substantially similar average selected by the Committee) or such other rate as the Committee shall determine
prior to the year for which the interest rate would be applicable.  Interest shall be credited quarterly, in arrears.

6.4      Form and Timing of Payout of Cash Deferral Accounts.  Cash Deferral Accounts shall be paid out in cash.  The Participant
shall elect the timing of the payout for Participant's Cash Deferral Account no later than the calendar year prior to the first
scheduled payment thereof; any prior elections by the Participant shall become irrevocable at that time.  One election shall apply to
a Participant's entire Cash Deferral Account.  A Participant's Cash Deferral Account shall be paid out in a lump sum payment or in up
to fifteen (15) annual installments, as elected by the Participant.  The lump sum payment or the first installment, as the case may
be, shall be payable on the first Business Day of February of the year following the calendar year of the termination of the
Participant's service as a Director.  Each subsequent annual installment shall be payable on the first Business Day of February.  If
the Director fails to make a timely election as to the number of installments, the Participant's Cash Deferral Account shall be paid
out in four (4) annual installments.  Each installment shall equal the amount available for payout, divided by the number of
remaining installments (including the installment being made).

6.5      Conversion of a Participant's Cash Deferral Account to Deferred Stock Units.  Each year, on or before the close of trading
in Shares on the NYSE on the tenth day (if the tenth day is not a Trading Day, then the next preceding Trading Day) following the
Company's public release of its annual summary statement of earnings (typically in January of each year) (such Trading Day to be the
"Conversion Date"), a Non-Employee Director may elect to convert all or part of the balance of his or her Cash Deferral Account into
Stock Units.  Each such election shall become irrevocable as of the last time such election may be made.  A Non-Employee Director who
elects to convert his or her Cash Deferral Account shall receive the number of Stock Units found by dividing the Non-Employee
Director's balance in the Cash Deferral Account, together with all accrued but not yet credited interest, or such lesser amount of
the Cash Deferral Account elected by the Non-Employee Director, by the Fair Market Value of a Share on the Conversion Date. Upon such
conversion, the Participant's Cash Deferral Account shall be reduced by the amount so converted.


Article 7. Amendment, Modification, and Termination

7.1      Amendment, Modification, and Termination.  Subject to the terms set forth in this Article 7, the Board may terminate, amend,
or modify the Plan at any time and from time to time.

7.2      Awards Previously Granted.  Unless required by law, no termination, amendment, or modification of the Plan shall in any
material manner adversely affect any Award previously provided under the Plan, without the written consent of the Participant holding
the Award.


Article 8. Miscellaneous

8.1      Competition.  Notwithstanding any election hereunder, in the event a Director ceases to be a Director of the Company and
becomes a proprietor, officer, partner, employee, director or otherwise becomes affiliated with any business that is in competition
with the Company or any of its subsidiaries, or becomes employed by any governmental agency having jurisdiction over the activities
of the Company or any of its subsidiaries, all as determined by the Committee in its sole discretion, the entire balance hereunder
may be immediately paid out at the election of the Company, in which case no further amounts may be earned under this Plan.

8.2      Elections.  All elections and notices of any kind hereunder shall be in writing and provided to the Secretary of the Company
in a form prescribed by the Secretary.

8.3      Assignment.  Except as otherwise expressly provided herein, no rights under this Plan may be assigned by a Participant.

8.4      Severability.  In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.

8.5      Death of a Director/Beneficiary Designation.  Each Participant under the Plan may, from time to time, name any beneficiary
or beneficiaries (who may be named primarily or contingently) to whom any benefit under the Plan is to be paid in the event of his or
her death.  Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the
Secretary of the Company, and will be effective only when provided by the Participant in writing to the Secretary during such
Participant's lifetime.  In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

         In the event of the death of a Participant before full payment of all amounts due hereunder, the balance shall be paid in a
lump sum as soon as administratively possible in accordance with the foregoing.  Notwithstanding this, if the Participant so elects
as part of the Participant's deferral elections, the Stock Units and/or the Cash Deferral Account will be paid out in the number of
annual installments elected by the Participant, beginning on the first Business Day of February following the calendar year of the
Participant's death and occurring annually thereafter; provided, however, if distributions to the Participant have already commenced
at the time of the Participant's death, then under this election, distributions will continue as scheduled.

8.6      No Right of Nomination.  Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate
any Director for reelection by the Company's stockholders.

8.7      Shares Available/Fractional Shares.  The Shares delivered under the Plan may be either authorized but unissued Shares, or
Shares that have been or may be reacquired by the Company, as determined from time to time by the Board.

         In no case shall a fractional Share be issued under this Plan.  Any fractional Share payable hereunder, upon the conversion
of a Stock Unit or otherwise, shall be payable in cash in an amount equal to such fraction of a Share times the Fair Market Value of
a Share on the date the fractional Share would otherwise be payable.

         No more than one million (1,000,000) Shares may be issued under the Plan.  In the event an acquisition of Stock Units or
Shares would cause the total of the number of Shares acquired under the Plan and the number of outstanding Stock Units to exceed the
maximum number of Shares that may be issued under the Plan, then: (1) no further Stock Units or Shares may be acquired under the
Plan, except that outstanding Stock Units may be converted to Shares in accordance with the Plan; and (2) all further dividend
equivalents on Stock Units held by a Participant shall be paid in the form of additional accruals to the Participant's Cash Deferral
Account in an amount equal to the number of Stock Units in the account on the dividend record date for a Share multiplied by the
dividend.

8.8      Successors.  All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any
successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

8.9      Requirements of Law.  The granting of Awards under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities exchanges as may be required.

8.10     Governing Law.  The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the internal,
substantive laws of the State of Texas.

8.11     Adjustments.  In the event of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, stock split, share combination, or other change in the corporate structure of the Company affecting the Shares, such
adjustment shall be made in the number of shares available under the Plan and in the number and characteristics of outstanding Stock
Units and/or the number and class of securities into which the Stock Units may be converted, in each case as may be determined to be
appropriate and equitable by the Board, in its sole discretion, to prevent dilution or enlargement of rights.



EX-12 7 exhibit12.htm COMPUTATION OF RATIOS

Exhibit 12

SBC COMMUNICATIONS INC.
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

Dollars in Millions

    2003   2002   2001   2000   1999
Income Before Income Taxes, Extraordinary
   Item and Cumulative Effect of Accounting Changes*
$ 7,936 $ 8,871 $ 10,195 $ 12,095 $ 10,382
        Add: Interest Expense   1,241   1,382   1,599   1,592   1,430
                 Dividends on Preferred Securities   9   10   57   118   118
                 1/3 Rental Expense   140   195   266   252   236
  Adjusted Earnings $ 9,326 $ 10,458 $ 12,117 $ 14,057 $ 12,166

Total Interest Charges $ 1,278 $ 1,440 $ 1,718 $ 1,693 $ 1,511
Dividends on Preferred Securities   9   10   57   118   118
1/3 Rental Expense   140   195   266   252   236
  Adjusted Fixed Charges $ 1,427 $ 1,645 $ 2,041 $ 2,063 $ 1,865

Ratio of Earnings to Fixed Charges   6.54   6.36   5.94   6.81   6.52

*Undistributed earnings on investments accounted for under the equity method have been excluded. The results for 2001 include a loss of $28 which was reclassified from an extraordinary loss to an ordinary loss, related to the January 1, 2003 adoption of Statement of Financial Accounting Standards No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,” (FAS 145). FAS 145 rescinded FASB Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt, an amendment of APB Opinion No. 30”.

EX-13 8 ex13.htm SBC 2003 ANNUAL REPORT



Selected Financial and Operating Data
Dollars in millions except per share amounts
- ---------------------------------------------------------------------------------------------------------------------------
At December 31 or for the year ended:                            2003       2002         2001          2000          1999
- ----------------------------------------------------------------------------------------------------------------------------
Financial Data 1
Operating revenues                                         $   40,843  $   43,138    $   45,908   $   51,374    $   49,531
- ---------------------------------------------------------------------------------------------------------------------------
Operating expenses                                         $   34,374  $   34,515    $   35,400   $   40,904    $   37,933
- ---------------------------------------------------------------------------------------------------------------------------
Operating income                                           $    6,469  $    8,623    $   10,508   $   10,470    $   11,598
- ---------------------------------------------------------------------------------------------------------------------------
Interest expense                                           $    1,241  $    1,382    $    1,599   $    1,592    $    1,430
- ---------------------------------------------------------------------------------------------------------------------------
Equity in net income of affiliates                         $    1,253  $    1,921    $    1,595   $      897    $      912
- ---------------------------------------------------------------------------------------------------------------------------
Other income (expense) - net 2                             $    1,817  $      734    $     (236)  $    2,562    $     (354)
- ---------------------------------------------------------------------------------------------------------------------------
Income taxes                                               $    2,930  $    2,984    $    3,942   $    4,816    $    4,280
- ---------------------------------------------------------------------------------------------------------------------------
Income before extraordinary item and
  cumulative effect of accounting changes                  $    5,971  $    7,473    $    7,008   $    7,800    $    6,573
- ---------------------------------------------------------------------------------------------------------------------------
Net income 3                                               $    8,505  $    5,653    $    7,008   $    7,800    $    8,159
- ---------------------------------------------------------------------------------------------------------------------------
Earnings per common share:
   Income before extraordinary item and
     cumulative effect of accounting changes               $     1.80  $     2.24    $     2.08   $     2.30    $     1.93
- ---------------------------------------------------------------------------------------------------------------------------
Net income  3                                              $     2.56  $     1.70    $     2.08   $     2.30    $     2.39
- ---------------------------------------------------------------------------------------------------------------------------
Earnings per common share - assuming dilution:
   Income before extraordinary item and
     cumulative effect of accounting changes               $     1.80  $     2.23    $     2.07   $     2.27    $     1.90
- ---------------------------------------------------------------------------------------------------------------------------
Net income 3                                               $     2.56  $     1.69    $     2.07   $     2.27    $     2.36
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                               $  100,166  $   95,057    $   96,322   $   98,651    $   83,215
- ---------------------------------------------------------------------------------------------------------------------------
Long-term debt                                             $   16,060  $   18,536    $   17,133   $   15,492    $   17,475
- ---------------------------------------------------------------------------------------------------------------------------
Construction and capital expenditures                      $    5,219  $    6,808    $   11,189   $   13,124    $   10,304
- ---------------------------------------------------------------------------------------------------------------------------
Dividends declared per common share 4                      $     1.41  $     1.08    $    1.025   $    1.015    $    0.975
- ---------------------------------------------------------------------------------------------------------------------------
Book value per common share                                $    11.57  $    10.01    $     9.82   $     9.09    $     7.87
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of earnings to fixed charges                               6.54        6.36          5.94         6.81          6.52
- ---------------------------------------------------------------------------------------------------------------------------
Debt ratio                                                      31.9%       39.9%         44.3%        45.0%         42.9%
- ---------------------------------------------------------------------------------------------------------------------------
Weighted average common shares
  outstanding (000,000)                                         3,318       3,330         3,366        3,392         3,409
- ---------------------------------------------------------------------------------------------------------------------------
Weighted average common shares
  outstanding with dilution (000,000)                           3,329       3,348         3,396        3,433         3,458
- ---------------------------------------------------------------------------------------------------------------------------
End of period common shares
  outstanding (000,000)                                         3,305       3,318         3,354        3,386         3,395
- ---------------------------------------------------------------------------------------------------------------------------
Operating Data
- ---------------------------------------------------------------------------------------------------------------------------
Network access lines in service (000)                          54,683      57,083        59,532       61,258        60,697
- ---------------------------------------------------------------------------------------------------------------------------
Long-distance lines in service (000)                           14,416       6,071         4,877        3,043         1,206
- ---------------------------------------------------------------------------------------------------------------------------
DSL lines in service (000)                                      3,515       2,199         1,333          767           115
- ---------------------------------------------------------------------------------------------------------------------------
Wireless customers (000) - Cingular/SBC 5                      24,027      21,925        21,596       19,681        11,151
- ---------------------------------------------------------------------------------------------------------------------------
Number of employees                                           168,950     175,980       193,420      220,090       204,530
- ---------------------------------------------------------------------------------------------------------------------------

1  Amounts in the above table have been prepared in accordance with accounting principles generally accepted in the
   United States.  Effective January 1, 2002, we adopted the fair value recognition provisions of Statement of Financial
   Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (FAS 123) as amended by Statement of Financial
   Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" (FAS 148).  In
   2002, we restated our 2001 and 2000 results.   We did not restate 1999 for our adoption of FAS 148, as allowed by the
   standard; however, had our results for 1999 been restated, net income for 1999 would have been reduced by $189, or
   $0.05 per share assuming dilution.
2  Amount for 2001 includes a loss of $28 which was reclassified from an extraordinary loss to an ordinary loss, related
   to the January 1, 2003 adoption of Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements
   No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections," (FAS 145).  FAS 145 rescinded FASB
   Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt, an amendment of APB Opinion No. 30".
3  Amounts include the following extraordinary item and cumulative effect of accounting changes: 2003, extraordinary loss
   of $7 related to the adoption of Financial Accounting Standards Board Interpretation No. 46 "Consolidation of Variable
   Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" (FIN 46) and the cumulative effect of
   accounting changes of $2,541 which includes a $3,677 benefit related to the adoption of Statement of Financial
   Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" (FAS 143) and a $1,136 charge related to
   the January 1, 2003 change in the method in which we recognize revenues and expenses related to publishing directories
   from the "issue basis" method to the "amortization" method; 2002, charges related to a January 1, 2002 adoption of
   Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"; 1999, gain on the sale of
   overlapping cellular properties and change in directory accounting at Ameritech.
4  Dividends declared by SBC's Board of Directors reflect the following: 2003, includes three additional dividends
   totaling $0.25 per share above our regular quarterly dividend payout.  1999 does not include dividends declared and
   paid by Ameritech in 1999.
5  All periods exclude customers from the overlapping Ameritech wireless properties sold in 1999.  Beginning in 2000, the
   number presented represents 100% of Cingular Wireless' (Cingular) cellular/PCS customers.  Cingular is a joint venture
   in which we own 60% and is accounted for under the equity method.





Management's Discussion and Analysis of Financial Condition and Results of Operations
Dollars in millions except per share amounts



Throughout this document, SBC Communications Inc. is referred to as "we" or "SBC".  We are a holding company whose subsidiaries and
affiliates operate in the communications services industry.  Our subsidiaries and affiliates provide wireline and wireless
telecommunications services and equipment and directory advertising services both domestically and worldwide.

You should read this discussion in conjunction with the consolidated financial statements and the accompanying notes.  A reference to
a Note in this section refers to the accompanying Notes to the Consolidated Financial Statements.  In our tables throughout this
section, percentage increases and decreases that exceed 100% are not considered meaningful and are denoted with a dash.

Results of Operations

Consolidated Results
Our financial results are summarized in the table below.  We then discuss factors affecting our overall results for the past three
years.  These factors are discussed in more detail in our segment results.  We also discuss our expected revenue and expense trends
for 2004 in the "Operating Environment and Trends of the Business" section.

- -----------------------------------------------------------------------------------------------------------------------
                                                                                                   Percent Change
                                                                                               ------------------------
                                                                                                 2003 vs.    2002 vs.
                                                             2003          2002          2001      2002        2001
- -----------------------------------------------------------------------------------------------------------------------
Operating revenues                                    $    40,843   $    43,138   $    45,908       (5.3)%       (6.0)%
Operating expenses                                         34,374        34,515        35,400       (0.4)        (2.5)
Operating income                                            6,469         8,623        10,508      (25.0)       (17.9)
Income before income taxes                                  8,901        10,457        10,950      (14.9)        (4.5)
Income before extraordinary item and
  cumulative effect of accounting changes                   5,971         7,473         7,008      (20.1)         6.6
Extraordinary item 1                                           (7)            -             -          -            -
Cumulative effect of accounting changes 2, 3                2,541        (1,820)            -          -            -
Net income                                                  8,505         5,653         7,008       50.5        (19.3)
Diluted earnings per share                                   2.56          1.69          2.07       51.5        (18.4)
=======================================================================================================================
1  2003 includes an extraordinary loss on our real estate leases related to the adoption of  Financial Accounting Standards Board
   (FASB) Interpretation No. 46 "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No.
   51" (FIN 46).
2  2003 includes cumulative effect of accounting changes of $2,541: a $3,677 benefit related to the adoption of Statement of
   Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" (FAS 143); and a $1,136 charge related to the
   January 1, 2003 change in the method in which we recognize revenues and expenses related to publishing directories from the "issue
   basis" method to the "amortization" method.
3  2002 includes a cumulative effect of accounting change related to the adoption of Statement of Financial Accounting Standards No.
   142, "Goodwill and Other Intangible Assets" (FAS 142).

Overview  Our operating income declined $2,154, or 25.0%, in 2003, and $1,885, or 17.9%, in 2002.  The declines in both 2003 and 2002
were due primarily to an increase in our combined net pension and postretirement cost and the continued loss of revenues from
declining retail access lines.  The continuing decline in retail access lines has been primarily attributable to customers moving
from our retail lines to competitors using our wholesale lines provided under the Unbundled Network Element-Platform (UNE-P) rules.
UNE-P rules require us to sell our lines and the end-to-end services provided over those lines to competitors at below cost while
still absorbing the costs of deploying, provisioning, maintaining and repairing those lines.  Competitors can then take advantage of
these below-cost rates to offer services at lower prices.  See our "Operating Environment and Trends of the Business" section for
further discussion of UNE-P.  Additional factors contributing to the declines in retail access lines and revenues were the uncertain
U.S. economy and increased competition, including customers using wireless technology and cable instead of phone lines for voice and
data.  Although retail access line losses have continued, the trend has slowed recently, reflecting our ability to now offer retail
interLATA (traditional) long-distance in all of our regions as well as the introduction of offerings combining multiple services for
one fixed price ("bundles").

The 2003 increase in our combined net pension and postretirement cost of $1,917 also contributed to the decline in operating income.
Because of its size, this expense is discussed in more detail in "Operating expenses" below.  The change in our method of accounting
for publishing directories from the "issue basis" method to the "amortization" method (see Note 1 and our "Directory Segment Results"
section) increased operating income approximately $80.

Our income before income taxes declined in 2002, but the decline was less than the decline in operating income due to increased gains
on sales of international investments in 2002.  In addition, a lower effective tax rate and a decline in our weighted average common
shares outstanding favorably affected our diluted earnings per share in 2002.

Operating revenues  Our operating revenues decreased $2,295, or 5.3%, in 2003 and $2,770, or 6.0%, in 2002.  The declines in both
2003 and 2002 were primarily due to lower voice revenues resulting from the continued loss of retail access lines to UNE-P wholesale
lines, as well as the uncertain U.S. economy and increased competition.  UNE-P is discussed in greater detail in our "Wireline
Segment Results" section.  Additionally, in 2003, the change in directory accounting mentioned above also increased revenue
approximately $47 (see Note 1).

Operating expenses  Our operating expenses decreased $141, or 0.4%, in 2003 and $885, or 2.5%, in 2002.  The 2003 decrease was due to
several factors.  Costs were reduced primarily due to the decline in our workforce (down more than 7,000 employees from 2002).
Second, we recorded charges in 2002, which favorably affected comparisons with 2003.  Specifically, these 2002 charges included $813
related to a workforce reduction program (see Note 2) and additional bad debt reserves of $125 as a result of the WorldCom Inc.
(WorldCom) bankruptcy filing.  Third, the impact of the adoption of FAS 143 decreased our operating expenses approximately $280 (see
Note 1).  Fourth, our stock option expense decreased approximately $207 (see Note 12) primarily due to a decrease in options granted
during 2003.  Additionally, the change in directory accounting mentioned above decreased operating expenses approximately $33.

The 2003 decreases were partially offset by increasing costs related to our pension and postretirement benefit plans.  Our combined
net pension and postretirement cost increased operating expenses approximately $1,917 in 2003 (see further discussion below).  Also
offsetting the decrease were increased expenses to enhance customer growth, including sales and advertising support for digital
subscriber line (DSL) and long-distance marketing initiatives.  In particular, our advertising expense increased approximately $435
in 2003.

Operating expenses decreased in 2002 due to the decline in our workforce (down over 17,000 employees from 2001).  2002 operating
expenses also decreased due to our adoption of FAS 142, whereby we stopped amortizing goodwill (see Note 1).

Combined Net Pension and Postretirement Cost (Benefit)  Operating expenses include our combined net pension and postretirement cost
(benefit) of $1,835, $(82) and $(436) in 2003, 2002 and 2001.  A decrease in our combined net pension and postretirement benefit, as
happened in 2003 and 2002, causes our operating expense to increase.  This increased expense of approximately $1,917 in 2003 was
primarily due to net investment losses and to pension settlement gains recognized in 2002 and previous years, which reduced the
amount of unrealized gains recognized in 2003.

Four other factors also contributed to our increased combined net pension and postretirement cost in 2003.  First, this cost
increased approximately $343 due to our decision to lower our expected long-term rate of return on plan assets from 9.5% to 8.5% for
2003, based on our long-term view of future market returns.  Second, the reduction of the discount rate used to calculate service and
interest cost from 7.5% to 6.75%, in response to lower corporate bond interest rates, increased this cost approximately $163.  Third,
higher-than-expected medical and prescription drug claims increased expense approximately $152.  Fourth, in response to rising claim
costs, we increased the assumed medical cost trend rate in 2003 from 8.0% to 9.0% for retirees 64 and under and from 9.0% to 10.0%
for retirees 65 and over, trending to an expected increase of 5.0% in 2009 for all retirees, prior to adjustment for cost-sharing
provisions of the medical and dental plans for certain retired employees.  This increase in the medical cost trend rate increased our
combined net pension and postretirement cost approximately $187.  See Note 10 for further detail of our actuarial estimates of
pension and postretirement benefit expense and actuarial assumptions.

Retirement Offers  Operating expenses also include expenses for enhanced pension and postretirement benefits of approximately $44,
$486 and $173 in 2003, 2002 and 2001 in connection with voluntary enhanced retirement programs offered to certain management and
nonmanagement employees as part of workforce reduction programs.

In September 2003, the Internal Revenue Service (IRS) increased the interest rate used to calculate pension plan lump sums from 4.53%
to 5.31%, effective for employees who retired after September 30, 2003.  The increase in this interest rate resulted in smaller lump
sum pensions for some of our employees.  We chose to extend the 4.53% rate to employees who retired before November 1, 2003.  The
extension of this lump sum benefit rate was accounted for as a special termination benefit and increased our 2003 fourth-quarter
pension benefit expense approximately $28.

Pension Settlement Gains/Losses  Under U.S. generally accepted accounting principles (GAAP), on a plan-by-plan basis, if lump sum
benefit payments made to employees upon termination or retirement exceed required thresholds, we recognize a portion of previously
unrecognized pension gains or losses attributable to that plan's assets and liabilities.  Until 2002, we had an unrecognized net
gain, primarily because our actual investment returns exceeded our expected investment returns.  During 2002 and 2001, we made lump
sum benefit payments in excess of the GAAP thresholds, resulting in the recognition of net gains, referred to as "pension settlement
gains".  We recognized net pension settlement gains of approximately $29 and $1,363 in 2002 and 2001.  Due to U.S. securities market
conditions, our plans experienced investment losses during 2002 and 2001 resulting in a decline in pension assets, causing us to have
a net unrecognized loss.  Net settlement gains in 2002 include settlement losses during the latter part of the year, reflecting the
continued investment losses sustained by the plan.  Settlement gains for 2001 were primarily related to a voluntary enhanced pension
and retirement program implemented in October 2000.  We did not recognize any settlement gains or losses in 2003.

Medical Cost Controls  As a result of the continued increase in our combined net pension and postretirement cost and the costs
expected in 2004, discussed in "Operating Environment and Trends of the Business", we have taken steps to implement additional cost
controls.  To reduce the increased medical costs mentioned above, in January 2003, we implemented cost-saving design changes in our
management medical and dental plans including increased participant contributions for medical and dental coverage and increased
prescription drug co-payments.  These changes reduced our postretirement cost approximately $229 in 2003.

In early 2004, nonmanagement retirees were notified of medical coverage changes that will become effective on January 1, 2005.  These
changes include adjustments to co-pays and deductibles for prescription drugs and a choice of medical plan coverage between the
existing plans, including monthly contribution provisions or a plan with higher co-pays and deductibles but no required monthly
contribution from the retiree during 2005.  We expect these changes to reduce 2004 expenses in the range of $300 to $600.

2003 Accounting Changes
Directory Accounting  Effective January 1, 2003, we changed our method of recognizing revenues and expenses related to publishing
directories from the "issue basis" method to the "amortization" method.  The issue basis method recognizes revenues and expenses at
the time the initial delivery of the related directory title is completed.  Consequently, quarterly income tends to vary with the
number and size of directory titles published during a quarter.  The amortization method recognizes revenues and expenses ratably
over the life of the directory title, which is typically 12 months.  Consequently, quarterly income tends to be more consistent over
the course of a year.  We decided to change methods because the amortization method has now become the more prevalent method used
among significant directory publishers.  This change will allow a more meaningful comparison between our directory segment and other
publishing companies (or publishing segments of larger companies).  Our directory accounting change resulted in a noncash charge of
$1,136, net of an income tax benefit of $714, recorded as a cumulative effect of accounting change on the Consolidated Statement of
Income as of January 1, 2003.  The effect of this change was to increase consolidated pre-tax income and our directory segment income
for 2003 by $80 ($49 net of tax, or $0.01 per diluted share).

FAS 143  On January 1, 2003, we adopted FAS 143 which sets forth how companies must account for the costs of removal of long-lived
assets when those assets are no longer used in a company's business, but only if a company is legally required to remove such
assets.  FAS 143 requires that companies record the fair value of the costs of removal in the period in which the obligations are
incurred and capitalize that amount as part of the book value of the long-lived asset.  In connection with the adoption of FAS 143 on
January 1, 2003, we reversed all existing accrued costs of removal for those plant accounts where our estimated costs of removal
exceeded the estimated salvage value.  The noncash gain resulting from this reversal was $3,684, net of deferred taxes of $2,249,
recorded as a cumulative effect of accounting change on the Consolidated Statement of Income as of January 1, 2003.  In addition, TDC
A/S (TDC), the Danish national communications company in which we hold an investment accounted for on the equity method, recorded a
loss upon adoption of FAS 143.  Our share of that loss was $7, which included no tax effect.  This noncash charge of $7 was also
recorded as a cumulative effect of accounting change on the Consolidated Statement of Income as of January 1, 2003 (see Note 1).

Beginning in 2003, for those types of plant accounts where our estimated costs of removal exceeded the estimated salvage value, we
now expense all costs of removal as we incur them (previously those costs had been recorded in our depreciation rates).  As a result,
our depreciation expense will decrease immediately and our operations and support expense will increase as these assets are removed
from service.  The effect of this change was to increase consolidated pre-tax income and our wireline segment income for 2003 by $280
($172 net of tax, or $0.05 per diluted share).  However, over the life of the assets, total operating expenses recognized under this
new accounting method will be approximately the same as under the previous method (assuming the cost of removal would be the same
under both methods).

2002 Accounting Change  The year 2001 included amortization expense related to goodwill and Federal Communications Commission (FCC)
wireless licenses now owned by Cingular Wireless (Cingular).  Beginning in 2002, goodwill and these wireless licenses are no longer
being amortized under FAS 142 (see Note 1).

Interest expense decreased $141, or 10.2%, in 2003 and $217, or 13.6%, in 2002.  The 2003 decrease was primarily related to lower
debt levels, which decreased approximately $4,102.  During 2003 we called, prior to maturity, approximately $1,743 of long-term debt
obligations.  The 2002 decrease was due to lower composite rates, a lower outstanding balance of commercial paper and the elimination
of interest expense associated with payables to Cingular, which was due to a 2001 agreement to net our notes payable with our notes
receivable from Cingular.

Interest income increased $42, or 7.5%, in 2003 and decreased $121, or 17.7%, in 2002.  The increase for 2003 was primarily due to an
increase in average investment balances and from early settlement of our notes receivable related to our 2002 sale of our investment
in Bell Canada Holdings Inc. (Bell Canada) to BCE, Inc. (BCE), which included a pre-payment of interest of approximately $37.  These
increases were partially offset by a decrease in interest rates charged to Cingular (see Note 15).  The decrease in 2002 was the
result of the reduction of interest income associated with the reduced balance of notes receivable from Cingular as a result of the
2001 netting agreement discussed above.

Equity in net income of affiliates decreased $668, or 34.8%, in 2003 and increased $326, or 20.4%, in 2002.  The 2003 decrease was
due to lower results from our international holdings, largely attributable to gains that occurred in 2002, and foregone equity income
from the disposition of investments.  The decrease was also due to lower 2003 operating results from Cingular.  Income from our
international holdings decreased approximately $546 in 2003 compared to 2002.  Our proportionate share of Cingular's results
decreased approximately $146 in 2003.

The 2002 increase was due to higher income of approximately $597 from our international holdings, primarily due to larger gains in
2002 than in 2001.  The increase was partially offset by a decline in Cingular's results.  Our proportionate share of Cingular's
results decreased approximately $270 in 2002.

We account for our 60% economic interest in Cingular under the equity method of accounting and therefore include our proportionate
share of Cingular's results in our equity in net income of affiliates line item in our Consolidated Statements of Income.  Results
from our international holdings are discussed in detail in "International Segment Results" and Cingular's operating results are
discussed in detail in the "Cingular Segment Results" section.  (Our accounting for Cingular is described in more detail in Note 6.)

Other income (expense) - net  We had other income of $1,817 in 2003, $734 in 2002 and other expense of $236 in 2001.  Results for
2003 include gains of approximately $1,574 on the sale of our interest in Cegetel S.A. (Cegetel) and gains of $201 on the sales of
Yahoo! Inc. (Yahoo) and BCE shares.

Results for 2002 primarily include gains of approximately $603 on the redemption of our interest in Bell Canada and gains of $191 on
the sale of shares in equity investments, consisting of the sale of shares of Telefonos de Mexico, S.A. de C.V. (Telmex), America
Movil S.A. de C.V. (America Movil) and Amdocs Limited (Amdocs).  These gains and income were partially offset by a charge of
approximately $75 related to the decrease in value of our investment in WilTel Communications (WilTel) (formerly Williams
Communications Group Inc.) combined with a loss on the sale of our webhosting operations.

Results for 2001 included gains on the full or partial sale of investments of approximately $476, including our investments in
TransAsia Telecommunications, Smith Security, Amdocs shares and other investments.  An additional increase of $120 resulted from a
reduction of a valuation allowance on a note receivable related to the sale of Ameritech's security monitoring business.  The 2001
income and gains were more than offset by charges and losses, including combined expenses of approximately $401 related to valuation
adjustments of WilTel and certain other cost investments accounted for under Financial Accounting Standards Board Statement No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" (FAS 115).  These valuation adjustments resulted from an evaluation
that the decline was other than temporary.  We also recognized a charge of $341 indicated by a transaction pending as of December 31,
2001, to reduce the direct book value of our investment in Telecom Americas Ltd.  The transaction closed in early 2002.  Additionally
we recognized a loss of approximately $61 on the sale of Ameritech's cable television operations.

Income taxes decreased $54, or 1.8%, in 2003 and $958, or 24.3%, in 2002.  The decrease in income tax in 2003 compared to 2002 was
primarily due to lower income before income taxes and a lower effective tax rate in 2002.  The decrease in income taxes in 2002
compared to 2001 was primarily the result of lower income and also a lower effective tax rate.  The lower effective tax rate
primarily related to lower state taxes including reductions due to one-time changes in the legal forms of various entities, increased
realization of foreign tax credits, adoption of FAS 142, and a tax benefit from a restructuring of certain investments.

Extraordinary item in 2003 included an extraordinary loss of $7, net of taxes of $4, related to consolidation of real estate leases
under FIN 46 (see Note 1).

Cumulative effect of accounting changes  Effective January 1, 2003, we changed our method of recognizing revenues and expenses
related to publishing directories from the "issue basis" to the "amortization method".  Our directory accounting change resulted in a
noncash charge of $1,136, net of an income tax benefit of $714, recorded as a cumulative effect of accounting change on the
Consolidated Statement of Income as of January 1, 2003 (see "2003 Accounting Changes" above and Note 1).

On January 1, 2003, we adopted FAS 143, which changed the way we depreciate certain types of our property, plant and equipment.  The
noncash gain resulting from adoption was $3,677, net of deferred taxes of $2,249, recorded as a cumulative effect of accounting
change on the Consolidated Statement of Income as of January 1, 2003 (see "2003 Accounting Changes" above and Note 1).

On January 1, 2002, we adopted FAS 142.  Adoption of FAS 142 means that we stopped amortizing goodwill, and at least annually we will
test the remaining book value of goodwill for impairment.  Our total cumulative effect of accounting change from adopting FAS 142 was
a noncash charge of $1,820, net of an income tax benefit of $5, recorded as of January 1, 2002 (see Note 1).

Segment Results

Our segments represent strategic business units that offer different products and services and are managed accordingly.  As required
by GAAP, our operating segment results presented in Note 4 and discussed below for each segment follow our internal management
reporting.  Under GAAP segment reporting rules, we analyze our various operating segments based on segment income.  Interest expense,
interest income, other income (expense) - net and income tax expense are managed only on a total company basis and are, accordingly,
reflected only in consolidated results.  Therefore, these items are not included in the calculation of each segment's percentage of
our total segment income.  We have five reportable segments that reflect the current management of our business:  (1) wireline; (2)
Cingular; (3) directory; (4) international; and (5) other.

The wireline segment accounted for approximately 65% of our 2003 consolidated segment operating revenues as compared to 66% in 2002
and 46% of our 2003 consolidated segment income as compared to 51% in 2002.  We operate as both a retail and wholesale seller of
communications services providing landline telecommunications services, including local and long-distance voice, switched access,
data and messaging services.

The Cingular segment accounted for approximately 27% of our 2003 consolidated segment operating revenues as compared to 26% in 2002
and 12% of our 2003 consolidated segment income as compared to 11% in 2002.  This segment reflects 100% of the results reported by
Cingular, our wireless joint venture and replaces our previously titled "wireless" segment, which included 60% of Cingular's revenues
and expenses.  Although we analyze Cingular's revenues and expenses under the Cingular segment, we eliminate the Cingular segment in
our consolidated financial statements.  In our consolidated financial statements, we report our 60% proportionate share of Cingular's
results as equity in net income of affiliates.  Cingular offers both wireless voice and data communications services across most of
the U.S., providing cellular and PCS services.

The directory segment accounted for approximately 8% of our 2003 and 2002 consolidated segment operating revenues and 26% of our 2003
consolidated segment income as compared to 21% in 2002. This segment includes all directory operations, including Yellow and White
Pages advertising and electronic publishing.  In the first quarter of 2003 we changed our method of accounting for revenues and
expenses in our directory segment.  Results for 2003, and going forward, will be reported under the amortization method.  This means
that revenues and direct expenses are recognized ratably over the life of the directory title, typically 12 months.  This accounting
change will affect only the timing of the recognition of a directory title's revenues and direct expenses.  It will not affect the
total amounts recognized for any directory title.

All investments with primarily international operations are included in the international segment, which accounted for less than 1%
of our 2003 and 2002 consolidated segment operating revenues and 7% of our 2003 consolidated segment income as compared to 9% in
2002.  Most of our international interests are accounted for under the equity method and therefore are reflected in segment income but
not in segment revenue or expense.

The other segment includes all corporate and other operations as well as the equity income from our investment in Cingular.  Although
we analyze Cingular's revenues and expenses under the Cingular segment, we record equity in net income of affiliates (from
non-international investments) in the other segment.

The following tables show components of results of operations by segment.  We discuss significant segment results following each
table.  We discuss capital expenditures for each segment in "Liquidity and Capital Resources".

Wireline
Segment Results
- ---------------------------------------------------------------------------------------------------------------------
                                                                                              Percent Change
                                                                                      -------------------------------
                                                                                           2003 vs.        2002 vs.
                                                      2003          2002         2001        2002            2001
- ---------------------------------------------------------------------------------------------------------------------
Segment operating revenues
   Voice                                        $    22,077  $    24,716  $    26,675        (10.7)%         (7.3)%
   Data                                              10,150        9,639        9,631          5.3            0.1
   Long-distance voice                                2,561        2,324        2,436         10.2           (4.6)
   Other                                              1,616        1,713        1,948         (5.7)         (12.1)
- --------------------------------------------------------------------------------------
Total Segment Operating Revenues                     36,404       38,392       40,690         (5.2)          (5.6)
- --------------------------------------------------------------------------------------
Segment operating expenses
   Cost of sales                                     15,805       15,536       15,788          1.7           (1.6)
   Selling, general and administrative                8,794        8,445        8,221          4.1            2.7
   Depreciation and amortization                      7,763        8,442        8,461         (8.0)          (0.2)
- --------------------------------------------------------------------------------------
Total Segment Operating Expenses                     32,362       32,423       32,470         (0.2)          (0.1)
- --------------------------------------------------------------------------------------
Segment Income                                  $     4,042  $     5,969  $     8,220        (32.3)%        (27.4)%
=====================================================================================================================

Our wireline segment operating income margin was 11.1% in 2003, compared to 15.5% in 2002 and 20.2% in 2001.  The continued decline
in our wireline segment operating income margin was due primarily to the continued loss of revenues from a net decline in retail
access lines (as shown in the following table) from 2002 to 2003 of 3,703,000, or 7.3%, and from 2001 to 2002 of 4,561,000, or 8.2%.
This decline was primarily caused by our providing below-cost UNE-P lines to competitors.  (The UNE-P rules and their impact are
discussed in "Overview" and in "Operating Environment and Trends of the Business".)  Additional factors contributing to the margin
decrease were loss of revenues from the uncertain U.S. economy, increased competition, increased combined net pension and
postretirement cost, the cost of our growth initiatives in long-distance and DSL, and an increase in customers using wireless
technology and cable instead of phone lines for voice and data.


Following is a summary of our access lines at December 31, 2003, 2002 and 2001

Access Lines
- ---------------------------------------------------------------------------------------------------------------------
                                                                                              Percent Change
                                                                                       ------------------------------
                                                                                            2003 vs.       2002 vs.
(in 000s)                                             2003          2002          2001        2002           2001
- ---------------------------------------------------------------------------------------------------------------------

Retail - Consumer                                    28,842       31,359        34,517        (8.0)%         (9.1)%
Retail - Business                                    18,264       19,450        20,853        (6.1)          (6.7)
- ---------------------------------------------------------------------------------------
Retail Sub-total                                     47,106       50,809        55,370        (7.3)          (8.2)
- ---------------------------------------------------------------------------------------
    Percent of total switched access lines             86.1%       89.0%         93.0%

UNE-P                                                 6,664        4,963         2,400        34.3              -
Resale                                                  445          801         1,235       (44.4)         (35.1)
- ---------------------------------------------------------------------------------------
Wholesale Sub-total                                   7,109        5,764         3,635        23.3           58.6
- ---------------------------------------------------------------------------------------
    Percent of total switched access lines             13.0%        10.1%          6.1%

Payphones (retail and wholesale)                        468          510           527        (8.2)          (3.2)
- ---------------------------------------------------------------------------------------
    Percent of total switched access lines              0.9%         0.9%          0.9%

- ---------------------------------------------------------------------------------------
Total Switched Access Lines                          54,683       57,083        59,532        (4.2)%         (4.1)%
=====================================================================================================================

Total switched access lines in service at December 31, 2003, declined 4.2%, from 2002 levels.  During this same period, wholesale
lines increased 23.3%.  The decline in total access lines reflects the continuing reluctance of U.S. businesses to increase their
workforces, the disconnection of secondary lines and continued growth in alternative communication technologies such as wireless,
cable and other internet-based systems.  As our ratio of wholesale lines to total access lines continues to grow, additional pressure
will be applied to our wireline segment operating margin, since the wholesale revenue we receive is significantly less due to the
various state UNE-P rates, but our cost to service and maintain wholesale lines is essentially the same as for retail lines.

Total switched access lines in service at December 31, 2002, declined 4.1%, from 2001 levels.  During this same period, wholesale
lines increased by 58.6%.  Wholesale lines represented 10.1% of total access lines at December 31, 2002, compared to 6.1% of total
lines a year earlier.

While retail access lines have continued to decline, the trend has slowed recently in our West and Southwest regions reflecting our
ability to now offer retail interLATA (traditional long-distance) service in those regions and the introduction of bundled offerings
in those regions (see "Long-distance voice" below).  In late 2003, we began offering retail interLATA service in our Midwest region
(see our "Operating Environment and Trends of the Business").  Retail access lines for the Midwest region have decreased 10.1% since
December 31, 2002, compared with declines of 4.9% in the Southwest region and 6.7% in the West region for the same period.  As a
result of our launch of interLATA long-distance service in the Midwest region in late 2003, we expect that retail access line losses
in this region will begin to moderate somewhat in future periods based on the experience of our other regions.  However, while we
experienced a decrease in UNE-P access line losses in the fourth quarter of 2003, the expected favorable impact from offering
interLATA long-distance service in the Midwest may be somewhat mitigated by the UNE-P rates in effect in those states, which are
generally lower than in our other states.  See further discussion of the details of our wireline segment revenue and expense
fluctuations below.

     Voice revenues decreased $2,639, or 10.7%, in 2003 and $1,959, or 7.3%, in 2002 due primarily to the continued loss of retail
     access lines caused by providing below-cost UNE-P (see the table above).  The uncertain U.S. economy and increased competition,
     including customers using wireless technology and cable instead of phone lines for voice and data, also contributed to the
     decline in revenues.  The continued access line declines decreased revenues approximately $1,416 in 2003 and $1,117 in 2002.  A
     decline in demand for calling features (e.g., Caller ID and voice mail) decreased revenues approximately $329 in 2003 and $238 in
     2002 due in part to the access line declines and an uncertain economy.

     Pricing responses to competitors' offerings and regulatory changes reduced revenue approximately $398 in 2003 and $7 in 2002.
     Billing adjustments with our wholesale customers also decreased revenues approximately $297 in 2003.  Reduced demand for inside
     wire service agreements decreased revenues approximately $138 in 2003 and $118 in 2002.  Revenue also decreased approximately
     $210 in 2003 and $75 in 2002 due to an interim California regulatory order that reduced UNE-P pricing.  Revenue from "local plus"
     plans (expanded local calling area) declined $92 as more customers chose broader long-distance and other bundled offerings.
     Payphone revenues decreased approximately $99 in 2003 and $109 in 2002 due to a continued decline in usage.  Reduced demand for
     voice equipment located on customer premises decreased revenues approximately $59 in 2003 and $248 in 2002.  Revenues also
     decreased approximately $34 in 2003 and $86 in 2002 due to the July 2000 Coalition for Affordable Local and Long Distance Service
     (CALLS) order which capped prices for certain services.  Revenue was also lower in 2002 by approximately $117 due to the June
     2001 Illinois legislation which increased 2001 revenues.  This June 2001 legislation imposed new requirements on Illinois
     telecommunications companies relating to service standards, service offerings and competitors' access to our network.  Revenue in
     2002 was also lower by approximately $66 due to the reversal of an accrual related to an FCC rate-related issue which increased
     2001 revenue.  Partially offsetting these revenue declines, demand for wholesale services, primarily UNE-P lines provided to
     competitors, increased revenues approximately $478 in 2003 and $200 in 2002.

     Revenue also decreased approximately $37 in 2003 and increased approximately $47 in 2002 due to accruals related to the 2002
     approval by the Texas Public Utility Commission (TPUC) that allows us to collect higher local rates than we had previously billed
     in 32 telephone exchanges (retroactive to 1999).  In 2002, we accrued revenue of $47 in connection with this issue and accrued an
     additional $10 in 2003.  (These accruals represent previously earned revenue which we began collecting in the fourth quarter of
     2003 and will continue to prospectively collect.)  In addition to these accruals, beginning in the fourth quarter of 2002 we
     began charging the higher local rates approved by the TPUC on a going-forward basis.  As a result of these higher rates, revenue
     increased approximately $15 in 2003 and $3 in 2002.  The net effect of the TPUC's 2002 decision was to decrease revenue
     approximately $22 in 2003 and increase revenue approximately $50 in 2002.

     Data revenues increased $511, or 5.3%, in 2003 and $8, or 0.1%, in 2002.  The increases are primarily due to continued growth in
     DSL, our broadband internet-access service, which increased approximately $484 in 2003 and $326 in 2002.  The number of DSL lines
     in service grew to approximately 3,515,000 in 2003 as compared to 2,199,000 at the end of 2002 and 1,333,000 at the end of 2001.

     Our high-capacity transport services, which include DS1s and DS3s (types of dedicated high-capacity lines), and SONET (a
     dedicated high-speed solution for multi-site businesses), represented about 65% of our total data revenues in 2003 and 69% in
     2002.  Revenue from these high-capacity services was essentially flat in both 2003 and 2002 as increased demand was mostly offset
     by price decreases and volume discounts to respond to competition.  These price decreases also included the impact of the
     continued implementation of the 2000 federal CALLS order of approximately $82 in 2003 and $78 in 2002.

     2003 data revenues also increased approximately $45 as a result of a settlement with WorldCom.  This increase was partially
     offset by approximately $26 related to a prior-year WorldCom settlement, which increased 2002 revenue. In 2002, our e-commerce
     revenues increased approximately $152, primarily due to our acquisition of Prodigy Communications Corp. (Prodigy) in late 2001.
     The 2002 increases in data transport and e-commerce were virtually offset by a decrease of approximately $537 in revenues from
     data equipment sales and network integration services.

     Long-distance voice revenues increased $237, or 10.2%, in 2003 and decreased $112, or 4.6%, in 2002.  The 2003 increase was
     primarily driven by increased sales of combined long-distance and local calling fixed-fee offerings (referred to as bundling) in
     our West and Southwest regions as well as strong early results in the Midwest, where we launched long-distance service in late
     September and October 2003.  Retail interLATA long-distance (traditional long-distance) revenues increased approximately $385
     reflecting our ability to now offer nationwide long-distance services.  In addition to our previous entries into the Arkansas,
     Kansas, Missouri, Oklahoma and Texas (collectively, our "Southwest" region) and Connecticut long-distance markets, we entered the
     long-distance markets in California in December 2002; Nevada in April 2003 (both, our "West" region); Michigan in late September
     2003 and, most recently, Illinois, Indiana, Ohio and Wisconsin (all five, our "Midwest" region) in late October 2003.  Also
     contributing to the increase was continuing growth in our international calling bundles and our business long-distance service.
     Our retail international long-distance revenue increased approximately $112 due to higher call volumes that originate or
     terminate internationally.

     Partially offsetting these increases was a decline of approximately $286 in retail intraLATA long-distance (local toll)
     revenues.  The decrease in intraLATA revenues is due to access line losses, a decline in minutes of use and price decreases
     caused by increased competition and our fixed-fee bundling packages.  IntraLATA revenues declined approximately $106 due to
     access line losses.  Market-driven price reductions decreased intraLATA revenues approximately $53.  The remainder of the
     intraLATA revenue decline was primarily due to decreases in billed intraLATA minutes of use.  The decline in usage mainly related
     to the increased sales of our fixed-fee bundles, which do not separately bill minutes of use.  We expect these declining
     intraLATA revenue trends to continue.

     The 2002 decrease in long-distance revenue was due to a decrease of approximately $381 in retail intraLATA revenues primarily due
     to increased competition throughout our 13-state area.  We were required to open our markets to competition in order to gain
     approval to offer interLATA long-distance service.  The decline in local toll revenues was only partially offset by increases in
     long-distance revenues in the six states where we were authorized to offer interLATA long-distance services for virtually all of
     2002.  In particular, intraLATA minutes of use declined approximately 19.6%, which decreased revenues approximately $171.
     IntraLATA revenues also decreased approximately $85 resulting from access line losses.  Partially offsetting the intraLATA
     revenue decline was an increase in retail interLATA revenues of approximately $155, resulting from our 2001 entries into the
     Arkansas, Kansas, Missouri and Oklahoma long-distance markets in addition to our previous entries into the Texas and Connecticut
     markets.

     Revenue from wholesale long-distance services provided to Cingular, under a 2002 related-party agreement, increased approximately
     $24 in 2003 and $114 during 2002.  However, this did not have a material impact on our net income as the long-distance revenue
     was mostly offset when we recorded our share of equity income from Cingular.

     Other operating revenues decreased $97, or 5.7%, in 2003 and $235, or 12.1%, in 2002.  Revenue from directory and operator
     assistance, billing and collection services provided to other carriers, wholesale and other miscellaneous products and services
     decreased approximately $119 in 2003 and $127 in 2002.  Various one-time billing adjustments decreased revenues approximately $75
     in 2003 and $49 in 2002, and adjustments to our deferred activation revenues decreased revenues $77 in 2002. Partially offsetting
     these decreases, price increases, primarily in directory assistance, increased revenue approximately $38 in 2003 and $63 in
     2002.  In addition, commissions paid by Cingular for wireless sales from SBC sources increased revenue approximately $55 in 2003
     and $7 in 2002.  Recognition of wireline deferred activation fees also increased revenues approximately $7 in 2003.

     Cost of sales expenses increased $269, or 1.7%, in 2003 and decreased $252, or 1.6%, in 2002.  Cost of sales consists of costs we
     incur to provide our products and services, including costs of operating and maintaining our networks.  Costs in this category
     include our repair technicians and repair services, network planning and engineering, operator services, information technology,
     property taxes related to elements of our network, and payphone operations.  Pension and postretirement costs are also included
     to the extent that they are allocated to our network labor force and other employees who perform the functions listed in this
     paragraph.

     Our combined net pension and postretirement cost (which includes certain employee-related benefits) increased approximately $824
     in 2003 and $1,307 in 2002 due to enhanced termination benefits, net investment losses, varying levels of net settlement gains
     ($0 in 2003, $19 in 2002 and $807 in 2001), the effect of previous recognition of pension settlement gains reducing the amount of
     unrealized gains recognized in the current year, a lower assumed long-term rate of return on plan assets and a reduction in the
     discount rate (see Note 10).  Salary and wage merit increases and other bonus accrual adjustments increased expense approximately
     $508 in 2003 and $175 in 2002.  Wage increases in 2002 were partially offset by termination of most management vacation
     carry-over policies and reduction of employee bonuses.  Reciprocal compensation expense (fees paid to connect calls outside our
     network) for our long-distance lines increased approximately $248 in 2003 and $134 in 2002 due to a significant increase in
     minutes used from additional long-distance customers since we began service in California, and to the increased sales of
     fixed-fee plans with unlimited usage.  Costs associated with equipment sales and related network integration services increased
     approximately $77 in 2003, compared to a decrease of $652 in 2002, which was primarily due to previous efforts to de-emphasize
     low-margin equipment sales.

     Partially offsetting the increases, lower employee levels decreased expenses, primarily salary and wages, approximately $312 in
     2003 and $559 in 2002.  Expenses decreased approximately $221 in 2003 due to lower severance accruals, after increasing
     approximately $114 in 2002.  Other employee-related expenses including travel, training and conferences decreased approximately
     $34 in 2003 and $143 in 2002.

     Nonemployee-related expenses such as contract services, agent commissions and materials and supplies costs decreased
     approximately $545 in 2003 and $424 in 2002.  Reciprocal compensation expense related to our wholesale lines decreased
     approximately $212 in 2003 as the lower rates that we have negotiated with other carriers have more than offset the growth in
     minutes that our customers have used outside of our network.  In 2002, reciprocal compensation expense on our wholesale lines
     increased approximately $44 primarily due to growth in wireless and competitors' local exchange carrier minutes of use on our
     network.

     Expenses decreased approximately $48 in 2002 due primarily to one-time expenses incurred in 2001 to implement the Illinois
     legislation discussed in "Voice" revenues above.  Expenses also decreased approximately $200 in 2002 due to costs recorded in
     2001 from a settlement with the Illinois Commerce Commission related to a provision of the Ameritech merger.  The amount
     represents an estimate of all future cost savings to be shared with our Illinois customers.

     Selling, general and administrative expenses increased $349, or 4.1%, in 2003 and $224, or 2.7%, in 2002.  Selling, general and
     administrative expenses consist of our provision for uncollectible accounts, advertising costs, sales and marketing functions,
     including our retail and wholesale customer service centers, centrally managed real estate costs, including maintenance and
     utilities on all owned and leased buildings, credit and collection functions and corporate overhead costs, such as finance,
     legal, human resources and external affairs.  Pension and postretirement costs are also included to the extent they relate to
     employees who perform the functions listed in this paragraph.

     Salary and wage merit increases and other bonus accrual adjustments increased expenses approximately $470 in 2003 and decreased
     expenses by approximately $6 in 2002.  Wage increases in 2002 were more than offset by termination of most management vacation
     carry-over policies and reduction of employee bonuses.  Our combined net pension and postretirement cost (which includes certain
     employee-related benefits) increased approximately $404 in 2003 and $644 in 2002, due to enhanced termination benefits, net
     investment losses, varying levels of net settlement gains ($0 in 2003, $9 in 2002 and $397 in 2001), the effect of previous
     recognition of pension settlement gains reducing the amount of unrealized gains recognized in the current year, a lower assumed
     long-term rate of return on plan assets and a reduction in the discount rate (see Note 10).  Advertising expense increased
     approximately $368 in 2003 and $94 in 2002, primarily driven by our launch of long-distance service in new markets and bundling
     initiatives.  In 2004, we expect advertising to remain flat from 2003 levels even as we promote the launch of interLATA
     long-distance service in all five Midwest states, which began in late 2003.

     Our provision for uncollectible accounts decreased approximately $479 in 2003 as we experienced fewer losses from our retail
     customers and a decrease in bankruptcy filings by our wholesale customers.  Contributing to this decrease in 2003 was the 2003
     reversal of WorldCom bad debt reserves of $86 as a result of a settlement reached with WorldCom (see  "Other Business Matters").
     Year-over-year comparisons were also affected by our recording in 2002 of an additional bad debt reserve of $125 as a result of
     the WorldCom bankruptcy filing.

     Lower severance accruals decreased expenses approximately $148 in 2003 and higher accruals increased expenses by approximately
     $49 in 2002.  Additionally, lower employee levels decreased expenses, primarily salary and wages, approximately $121 in 2003 and
     $165 in 2002.  Other employee-related expenses including travel, training and conferences decreased approximately $23 in 2003 and
     $127 in 2002.  Other nonemployee-related expenses such as contract services, agent commissions and materials and supplies costs
     also decreased approximately $120 in 2003 and $177 in 2002.

     Expenses decreased approximately $86 in 2002 due primarily to one-time expenses incurred in 2001 to implement the Illinois
     legislation discussed in "Voice" revenues above.

     Depreciation and amortization expenses decreased $679, or 8.0%, in 2003 and $19, or 0.2%, in 2002.  The change in our
     depreciation rates when we adopted FAS 143 decreased expenses approximately $340 in 2003.  Reduced capital expenditures accounted
     for the remainder of the decrease.  In 2002, amortization decreased approximately $161 as goodwill was no longer amortized in
     accordance with FAS 142 (see Note 1) which more than offset increased expense primarily related to amortization of software.


Cingular
Segment Results
- --------------------------------------------------------------------------------------------------------------------
                                                                                             Percent Change
                                                                                        ----------------------------
                                                                                            2003 vs.      2002 vs.
                                                        2003          2002      2001          2002          2001
- --------------------------------------------------------------------------------------------------------------------
Segment operating revenues
   Service                                        $    14,223  $    13,922  $    13,229        2.2 %          5.2%
   Equipment                                            1,260          981        1,039       28.4           (5.6)
- ----------------------------------------------------------------------------------------
Total Segment Operating Revenues                       15,483       14,903       14,268        3.9            4.5
- ----------------------------------------------------------------------------------------

Segment operating expenses
   Cost of services and equipment sales                 5,683        5,106        4,564       11.3           11.9
   Selling, general and administrative                  5,422        5,426        5,235       (0.1)           3.6
   Depreciation and amortization                        2,089        1,850        1,921       12.9           (3.7)
- ----------------------------------------------------------------------------------------
Total Segment Operating Expenses                       13,194       12,382       11,720        6.6            5.6
- ----------------------------------------------------------------------------------------
Segment Operating Income                                2,289        2,521        2,548       (9.2)          (1.1)
- ----------------------------------------------------------------------------------------
Interest Expense                                          856          911          822       (6.0)          10.8
- ----------------------------------------------------------------------------------------
Equity in Net Income (Loss) of Affiliates                (323)        (265)         (68)     (21.9)             -
- ----------------------------------------------------------------------------------------
Other, net                                                (60)         (94)          42       36.2              -
- ----------------------------------------------------------------------------------------
Segment Income                                    $     1,050  $     1,251  $     1,700      (16.1)%        (26.4)%
====================================================================================================================

We account for our 60% economic interest in Cingular under the equity method of accounting in our consolidated financial statements
since we share control equally (i.e. 50/50) with our 40% economic partner in the joint venture.  We have equal voting rights and
representation on the board of directors that controls Cingular.  This means that our consolidated reported results include
Cingular's results in the "Equity in Net Income of Affiliates" line.  However, when analyzing our segment results, we evaluate
Cingular's results on a stand-alone basis.  Accordingly, in the segment table above, we present 100% of Cingular's revenues and
expenses under "Segment operating revenues" and "Segment operating expenses".  (Beginning with 2003, the Cingular segment replaces
our previously titled "wireless" segment, which included 60% of Cingular's revenues and expenses.)  Including 100% of Cingular's
results in our segment operations (rather than 60% in equity in net income of affiliates) affects the presentation of this segment's
revenues, expenses, operating income, nonoperating items and segment income, but does not affect our consolidated reported net
income.  We are currently evaluating how the provisions of FIN 46 will affect our accounting for Cingular.  FIN 46 will apply to our
investment in Cingular starting with its 2004 first-quarter results (see Note 1).

On February 17, 2004, Cingular announced an agreement to acquire AT&T Wireless Services Inc. (AT&T Wireless).  See "Other Business
Matters" for more details.

The FCC adopted rules allowing customers to keep their wireless number when switching to another company (generally referred to as
"number portability").  The FCC rules requiring number portability were effective on November 24, 2003.  For 2003 these rules had a
minor impact on Cingular's customer turnover ("churn") rate.  During 2003 Cingular's cellular/PCS (wireless) churn was 2.7%, a slight
improvement from the 2.8% churn from 2002.  Cingular has incurred costs directed toward implementing these rules and minimizing
customer churn and expects these costs, consisting primarily of handset subsidies, selling costs and greater staffing of customer
care centers, to continue to increase during 2004.  To the extent wireless industry churn remains higher than in the past, Cingular
expects those costs to increase.

Cingular's wireless networks use equipment with digital transmission technologies known as Global System for Mobile Communication
(GSM) technology and Time Division Multiple Access (TDMA) technology.  Cingular substantially completed upgrading its existing TDMA
markets to use GSM technology in order to provide a common voice standard.  Cingular's GSM network now covers approximately 93% of
Cingular's population of potential customers (referred to in the media as "POPs") in areas Cingular provides wireless service.  Also,
Cingular is adding high-speed technologies for data services known as General Packet Radio Services (GPRS) and Enhanced Data Rates
for GSM Evolution (EDGE).

In August 2003, Cingular agreed to purchase from NextWave Telecom, Inc. (NextWave) FCC licenses for wireless spectrum in 34 markets
for $1,400.  See "Expected Growth Areas" for more detail.

Our Cingular segment operating income margin was 14.8% in 2003, 16.9% in 2002 and 17.9% in 2001.  The lower 2003 margin was caused by
a number of factors.  Cingular's operating expenses increased primarily due to acquisition costs related to higher customer
additions, and extensive customer retention and customer service initiatives in anticipation of number portability.  Network
operating costs also increased due to ongoing growth in customer usage and incremental costs related to Cingular's GSM network
upgrade.  Only partially offsetting these expense increases were modest revenue growth and slightly decreased costs in other areas,
including prior and ongoing system and process consolidations.  At December 31, 2003, Cingular had approximately 24 million wireless
customers, as compared to 21.9 million at December 31, 2002 and 21.6 million at December 31, 2001.

Cingular's 2002 slight decline in segment operating income margin of 1.0%, as compared to 2001, was primarily due to the higher
network costs due to increased network minutes of use partially offset by increased revenues.  The continued decline in Cingular's
operating margin also reflects continued customer shifts to all inclusive rate plans that include roaming, long-distance and
"Rollover" minutes, which allow customers to carry over unused minutes from month to month for up to one year.  See further discussion
of the details of our Cingular segment revenues and expenses below.

In the fourth quarter of 2003, to be consistent with emerging industry practices, Cingular changed its income statement presentation
for the current and prior-year periods to record billings to customers for the Universal Service Fund and other regulatory fees as
"Service revenues" and the payments by Cingular of these fees into the regulatory funds as "Cost of services and equipment sales".
This amount totaled $337 in 2003, $176 in 2002 and $160 in 2001.  Operating income and net income for all periods were not affected.

     Service revenues increased $301, or 2.2%, in 2003 and $693, or 5.2%, in 2002.  Cingular's local service revenues increased
     approximately $487 in 2003 due to the significantly higher customer net additions and greater local minutes of use.  Data
     services also increased, primarily in short messaging services; however data services are not yet a significant component of
     revenues.  These increases were partially offset by decreases of approximately $172 in roaming and long-distance revenues, of
     which $57 were attributable to Cingular customers continuing to migrate to all-inclusive regional and national rate plans that
     include roaming and long-distance.  Roaming revenues from other wireless carriers for use of Cingular's network decreased
     approximately $115 in 2003, primarily due to lower negotiated roaming rates, which offset the impact of increasing volumes.  In
     addition, approximately $35 of activation revenues from Cingular's own sales sources were reclassified from local service
     revenues to equipment sales as a result of the July 2003 adoption of Emerging Issues Task Force Interpretation No. 00-21 (EITF
     00-21) (see Note 1).

     The 2002 increase was primarily driven by customer growth compared to 2001 and an increase in handset guaranty premiums.
     Partially offsetting the 2002 increase were decreased long-distance and incollect roaming revenues, as customers shifted to rate
     plans that included these features for no additional charge.  2002 revenues also decreased due to a 45.1% decrease in customers
     served through reseller agreements.  Reseller customers comprised approximately 3% of Cingular's 2002 customer base.

     Equipment revenues increased $279, or 28.4%, in 2003 and decreased $58, or 5.6%, in 2002.  For 2003, equipment sales were driven
     by increased handset revenues primarily as a result of significantly higher customer additions and increases in existing
     customers upgrading their units, partially offset by lower accessory revenues.  Upgrade unit sales reflect the GSM upgrade and
     Cingular's efforts to increase the number of customers under contract.  In addition, 2003 equipment revenues also increased $35
     due to the July 2003 adoption of EITF 00-21 mentioned above (see Note 1).

     Cingular 2002 equipment revenues declined from 2001 primarily as a result of a 5.0% decline in non-reseller gross customer
     additions from 2001.

     Cost of services and equipment sales expenses increased $577, or 11.3%, in 2003 and $542, or 11.9%, in 2002.  The 2003 increase
     was primarily due to increased equipment costs of $496 as well as higher network costs.  The increased equipment costs were
     driven primarily by higher handset unit sales associated with the significant increase in customer additions and existing
     customers upgrading their units.  Increased equipment costs also resulted from higher per-unit handset costs due to a shift to
     higher-end handsets such as the dual-system TDMA/GSM handsets in use during Cingular's GSM system conversion and newly introduced
     GSM-only handsets.  In addition, Cingular sold handsets below cost, through direct sales sources, to customers who committed to
     one-year or two-year contracts or in connection with other promotions.  Network costs increased due to a 19.1% increase in
     minutes of use for 2003.  Local network costs also increased due to system expansion and increased costs of redundant TDMA
     networks during the current GSM system upgrade.

     The 2002 increase was primarily due to significant increases in minutes of use on the network and increased roaming and
     long-distance costs, which were driven by customer migrations to rate plans that include these services for no additional
     charge.  Minutes of use increased approximately 36% over 2001, which was primarily caused by demand for digital plans with more
     included minutes and off-peak promotions, which allow for a large number of free minutes.

     Selling, general and administrative expenses decreased $4, or 0.1%, in 2003 and increased $191, or 3.6%, in 2002.  Cingular's
     2003 expense was basically flat compared to 2002 due to lower billing, administrative and bad debt expenses partially offset by
     increased selling expenses.  The lower billing expenses reflect efficiencies gained from 2002 system conversions and related
     consolidations.  The decreased administrative costs were due to reduced employee-related costs and decreased information
     technology and development expenses resulting from a 2002 workforce reorganization.  The decline in bad debt expense includes a
     $20 recovery of 2002 WorldCom write-offs.  Partially offsetting these declines were increased selling expenses of approximately
     $103 driven primarily by higher advertising costs and commissions expense.  The commissions expense increase reflects the nearly
     14% increase in total postpaid and prepaid gross customer additions compared with 2002.

     Cingular's higher 2002 costs were driven by increases of $135 related to maintaining and supporting its customer base, $41 in
     administrative costs and $15 in selling expenses.  The $135 expense increase for maintenance and support of Cingular's customer
     base included higher residuals and upgrade commissions, increased customer retention costs and bad debt expense.  Bad debt
     expense increased $70, with over half of the increase attributable to WorldCom write-offs in 2002.  Partially offsetting these
     cost increases were savings related to lower billing and customer service expenses, reflecting Cingular's consolidation of call
     centers and billing systems.

     Depreciation and amortization expenses increased $239, or 12.9%, in 2003 and decreased $71, or 3.7%, in 2002.  The 2003 increase
     was primarily related to higher capital expenditures for network upgrades, including the GSM overlay, and increased depreciation
     on certain network assets resulting from Cingular's 2003 decision to shorten the estimated remaining useful life of TDMA assets.
     Cingular determined that a reduction in the useful lives of TDMA assets was warranted based on the projected transition of
     network traffic to GSM technology.  Useful lives were shortened to fully depreciate all TDMA equipment by the end of 2008.  As a
     result of the change in estimate, depreciation expense increased $91 in 2003.

     The 2002 decline of $71 was primarily related to a $219 decrease in amortization of goodwill and FCC licenses in accordance with
     FAS 142 (see Note 1), which no longer allows amortization of goodwill and other intangible assets.  This was partially offset by
     increases in depreciation expense of $148 related to higher plant levels and Cingular's GSM conversion.


Directory
Segment Results
- --------------------------------------------------------------------------------------------------------------------
                                                                                              Percent Change
                                                                                         ---------------------------
                                                                                             2003 vs.     2002 vs.
                                                          2003         2002         2001       2002         2001
- --------------------------------------------------------------------------------------------------------------------
Total Segment Operating Revenues                   $     4,254   $     4,451 $     4,468        (4.4)%       (0.4)%
- -----------------------------------------------------------------------------------------
Segment operating expenses
   Cost of sales                                           896           920         895        (2.6)         2.8
   Selling, general and administrative                   1,036         1,011       1,007         2.5          0.4
   Depreciation and amortization                            21            30          36       (30.0)       (16.7)
- -----------------------------------------------------------------------------------------
Total Segment Operating Expenses                         1,953         1,961       1,938        (0.4)         1.2
- -----------------------------------------------------------------------------------------
Segment Income                                     $     2,301   $     2,490 $     2,530        (7.6)%       (1.6)%
====================================================================================================================

As previously discussed, effective January 1, 2003, we changed our method of recognizing revenues and expenses related to publishing
directories from the "issue basis" method to the "amortization" method.  As allowed by GAAP, we made this change prospectively;
therefore, in the table above, results in 2003 are shown on the amortization basis, while results from 2002 and 2001 are shown on the
issue basis method.  This corresponds to the manner in which directory results are included in our consolidated results.

Our directory segment income was $2,301 with an operating margin of 54.1% in 2003.  In 2002, our directory segment income was $2,490
with an operating margin of 55.9%.  If we were to eliminate the effects of the accounting change and shifts in the schedule of
directory titles published in 2003, our directory segment income would have been $2,205 and the operating margin would have been
52.7% in 2003, compared to $2,323, with an operating margin of 54.5%, in 2002.  The relative decrease in segment income of $118 as
well as the decreased operating margin was due primarily to increased employee-related costs combined with pressure on revenues from
increased competition and lower demand from advertisers.

The table below shows the estimated directory segment results for all years as if we had adopted the amortization method on January
1, 2001.  This presentation allows us to isolate the underlying business changes over the last three years.

Estimated Directory Results on Amortized Basis

- --------------------------------------------------------------------------------------------------------------------
                                                                                              Percent Change
                                                                                         ---------------------------
                                                                                             2003 vs.     2002 vs.
                                                          2003         2002         2001       2002         2001
- --------------------------------------------------------------------------------------------------------------------
Total Segment Operating Revenues                   $     4,254   $     4,313 $     4,309        (1.4)%        0.1%
- -----------------------------------------------------------------------------------------
Segment operating expenses
   Cost of sales                                           896           942         887        (4.9)         6.2
   Selling, general and administrative                   1,036         1,025       1,001         1.1          2.4
   Depreciation and amortization                            21            30          36       (30.0)       (16.7)
- -----------------------------------------------------------------------------------------
Total Segment Operating Expenses                         1,953         1,997       1,924        (2.2)         3.8
- -----------------------------------------------------------------------------------------
Segment Income                                     $     2,301   $     2,316 $     2,385        (0.6)%       (2.9)%
====================================================================================================================

Our directory segment income was $2,301 with an operating margin of 54.1% in 2003.  If we had been using the amortization method, our
directory segment income would have been approximately $2,316 in 2002, with an operating margin of 53.7% and $2,385 in 2001, with an
operating margin of 55.3%.

      Operating revenues decreased $59, or 1.4%, in 2003 and increased $4, or 0.1%, in 2002.  Revenues in 2003 decreased primarily as
      a result of competition from other publishers, other advertising media and continuing economic pressures on advertising
      customers.  Revenues in 2002 were essentially flat compared to 2001.

      Cost of sales decreased $46, or 4.9%, in 2003 and increased $55, or 6.2%, in 2002.  In 2003, cost of sales decreased due to
      lower product related costs.  Higher employee benefit related costs increased cost of sales in 2002.

      Selling, general and administrative expenses increased $11, or 1.1%, in 2003 and $24, or 2.4%, in 2002.  Increased expenses in
      2003 are primarily due to increased employee-related costs.  The increase in expenses in 2002 is the result of increased costs
      for advertising, employee-related expenses and increased bad debt expense.


International
Segment Results
- -----------------------------------------------------------------------------------------------------------------
                                                                                           Percent Change
                                                                                      ---------------------------
                                                                                          2003 vs.     2002 vs.
                                                        2003         2002        2001       2002         2001
- -----------------------------------------------------------------------------------------------------------------
Total Segment Operating Revenues                 $        30  $        35 $       185      (14.3)%       (81.1)%
- --------------------------------------------------------------------------------------

Total Segment Operating Expenses                          47           85         241      (44.7)        (64.7)
- --------------------------------------------------------------------------------------
Segment Operating Income (Loss)                          (17)         (50)        (56)      66.0          10.7
- --------------------------------------------------------------------------------------
Equity in Net Income of Affiliates                       606        1,152         555      (47.4)            -
- --------------------------------------------------------------------------------------
Segment Income                                   $       589  $     1,102 $       499      (46.6) %          -
=================================================================================================================

Our international segment consists almost entirely of equity investments in international companies, the income from which we report
as equity in net income of affiliates.  Revenues from direct international operations are less than 1% of our consolidated revenues.

Our earnings from foreign affiliates are sensitive to exchange-rate changes in the value of the respective local currencies.  See
Notes 1 and 8 for discussions of foreign currency translation and how we manage foreign-exchange risk.  Our foreign investments are
recorded under GAAP, which include adjustments for the purchase method of accounting and exclude certain adjustments required for
local reporting in specific countries.  In discussing "Equity in Net Income of Affiliates", all dollar amounts refer to the effect on
our income.

     Segment operating revenues decreased $5, or 14.3%, in 2003 and $150, or 81.1%, in 2002.  Revenues declined in 2003 primarily due
     to lower management-fee revenues.  The decrease in 2002 was due to the September 2001 disposition of Ameritech Global Gateway
     Services (AGGS), our international long-distance subsidiary, and lower management-fee revenues.

     Segment operating expenses decreased $38, or 44.7%, in 2003 and $156, or 64.7%, in 2002.  The decrease in 2003 was primarily due
     to lower corporate-allocated charges.  The decrease in 2002 was primarily due to the disposition of AGGS.

     Our equity in net income of affiliates by major investment at December 31, are listed below:

     ----------------------------------------------------------------------------------------------
                                                          2003            2002                2001
     ----------------------------------------------------------------------------------------------
     America Movil                                 $        76     $         60      $         (39)
     Belgacom                                               28              218                 85
     Bell Canada 1                                           -               53                176
     Cegetel 1                                               -               88                 94
     TDC                                                   182              481               (157)
     Telkom South Africa                                   121               31                 54
     Telmex                                                196              219                325
     Other                                                   3                2                 17
     ----------------------------------------------------------------------------------------------
     International Equity in Net
        Income of Affiliates                       $       606     $      1,152      $         555
     ==============================================================================================
     1 Investment sold

     Equity in net income of affiliates decreased $546, or 47.4%, in 2003 and increased $597 in 2002.  The decrease in 2003 was
     primarily due to transactions at Belgacom S.A. (Belgacom), including a settlement loss on the transfer of pension liabilities in
     2003 and gains on a sale by Belgacom and TDC which occurred in 2002 and affected year-over-year comparisons.  The settlement loss
     in 2003 resulted from a transfer of pension liabilities by Belgacom to the Belgian government and included a loss of
     approximately $115 from Belgacom and TDC's loss of $45 associated with the same transaction (see "Other Business Matters" for a
     discussion of the related Belgacom agreement and our equity interests in Belgacom and TDC).  The 2002 gains included
     approximately $180 from Belgacom, related to a sale of a portion of its Netherlands wireless operations and TDC's gain of
     approximately $336 associated with that same sale.  Additionally, comparisons for 2003 were affected by 2002 gains of $17 from
     Belgacom, related to a merger involving one of its subsidiaries and TDC's gain of approximately $7 associated with that same
     transaction.

     Equity income for 2003 also decreased due to restructuring charges of $39 at TDC and foregone equity income of approximately $88
     and $53 from the sales of Cegetel and Bell Canada, respectively.  Equity income from Telmex decreased approximately $23 for 2003
     due primarily to 2002 deferred tax adjustments and unfavorable exchange rates, partially offset by lower financing costs.

     The decrease for 2003 was partially offset by the year-over-year comparison of $101 from a 2002 restructuring charge at Belgacom,
     as well as a favorable exchange rate impact at TDC of $28.  Also offsetting the 2003 decrease were improved operating results
     from Belgacom of $58 primarily driven by wireline and wireless operations and $32 at TDC primarily due to improved TDC
     Switzerland operations.  Additionally, equity income from America Movil for 2003 increased approximately $15 resulting from
     improved operating results and lower financing, partially offset by tax adjustments.  Equity income from Telkom for 2003
     increased approximately $89 resulting primarily from a favorable exchange rate impact, improved operating results and a gain
     resulting from the significant reduction of an arbitration accrual.

     The 2002 increase includes approximately $220 resulting from the January 1, 2002 adoption of FAS 142, which eliminated the
     amortization of goodwill embedded in our investments in equity affiliates.  Excluding the effects of adopting FAS 142, our equity
     in net income of affiliates would have increased $377, or 67.9%, in 2002.

     The 2002 increase also included gains of approximately $180 from Belgacom, related to a sale of a portion of its Netherlands
     wireless operations and TDC's gain of approximately $336 associated with that same sale.  These 2002 gains were higher than
     similar gains in 2001, which were approximately $46 and $17 from Belgacom and TDC respectively.  Also contributing to the 2002
     increase was the prior-year charge of approximately $197 related to TDC's decision to discontinue nonwireless operations of its
     Talkline subsidiary and our impairment of goodwill we allocated to Talkline at the time of our initial investment in TDC.  A gain
     of approximately $28 from Bell Canada's 2002 partial sale of an investment and the 2001 loss of approximately $32 on Belgacom's
     sale of its French internet business also affected year-over-year comparisons.

     The 2002 increase was partially offset by the following three charges: approximately $101 and $58 for restructuring costs at
     Belgacom and Bell Canada, respectively, and approximately $58 related to impairments of TDC's investments in Poland, Norway and
     the Czech Republic.  2001 gains of approximately $53 on Cegetel's sale of AOL France and $49 on Bell Canada's sale of
     Sympatico-Lycos also affected year-over-year comparisons.  Our 2002 equity income from Bell Canada declined approximately $101 as
     a result of our May 2002 change from the equity method to the cost method of accounting for that investment.  Our removal from
     day-to-day management and the progression of negotiations to sell our interest in Bell Canada resulted in this accounting change
     (see Note 2).


Other
Segment Results
- ----------------------------------------------------------------------------------------------------------------
                                                                                          Percent Change
                                                                                      --------------------------
                                                                                         2003 vs.     2002 vs.
                                                        2003         2002        2001      2002         2001
- ----------------------------------------------------------------------------------------------------------------
Total Segment Operating Revenues                 $       263  $       389 $       768      (32.4)%       (49.3)%
- --------------------------------------------------------------------------------------
Total Segment Operating Expenses                         120          175         954      (31.4)        (81.7)
- --------------------------------------------------------------------------------------
Segment Operating Income (Loss)                          143          214        (186)     (33.2)            -
- --------------------------------------------------------------------------------------
Equity in Net Income of Affiliates                       647          769       1,040      (15.9)        (26.1)
- --------------------------------------------------------------------------------------
Segment Income                                   $       790  $       983 $       854      (19.6)%        15.1%
================================================================================================================

Our other segment results in 2003 and 2002 primarily consist of corporate and other operations.  Results for 2001 include the
Ameritech cable television operations, Ameritech security monitoring business, and wireless properties that were not contributed to
Cingular.  All of these assets were sold in 2001.

2003 revenues decreased as a result of lower operating revenue from a capital leasing subsidiary.  Revenue in 2002 decreased
approximately $379 primarily due to the sale of assets in 2001 that contributed approximately $362 of revenue in 2001.  Expenses also
decreased as a result of the disposition of operating companies in 2001.

Substantially all of the Equity in Net Income of Affiliates represents the equity income from our investment in Cingular.


Operating Environment and Trends of the Business

2004 Revenue Trends  We expect our revenue loss trends to stabilize and, by the end of 2004, we expect year-over-year growth in
revenues (after including our share of Cingular's revenues) for the following reasons.  2004 marks the first year in which we can
offer interLATA long-distance nationwide (see "Long-Distance" in our "Regulatory Developments" section).  As a result, we expect both
continued growth in long-distance and DSL and growth in the large business and national data market.  We now have the ability to
effectively compete for national customers due to the removal of restrictions on our providing them with nationwide long-distance.
Increasing competition in the communications industry may pressure revenue as we respond to competitors' pricing strategies.  As
discussed below, many of our competitors are subject to less or no regulation, have subsidized costs due to UNE-P or have emerged
from bankruptcy with minimal debt and therefore have significant cost advantages.  However, we expect continued success with our
bundling strategy to offset any such pressure by improving customer retention and slowing our access line losses.

2004 Expense Trends  We expect continued pressure on our operating margins during much of the year, driven by investment in growth
areas such as the large business market.  However, we expect these margins to stabilize by the end of 2004, due primarily to changing
revenue trends as discussed above and continued cost control measures, including pension and postretirement benefit costs, as noted
below.  We also assume no change in historical expense trends resulting from our negotiating new collective bargaining agreements
during 2004.

2004 Pension and Retiree Medical Cost Expense Trends  While medical and prescription drug costs continue to rise, we expect that
2003's improved investment returns combined with voluntary pre-funding of plan obligations in 2003 will lower our pension and
postretirement costs in 2004 (see Note 10).  We expect combined net pension and postretirement cost of between $1,000 and $1,400 in
2004, compared to our combined net pension and postretirement expense of $1,835 in 2003.  Approximately 10% of these annual costs are
capitalized as part of construction labor, providing a reduction in the net expense recorded.  Certain factors, such as investment
returns, depend largely on trends in the U.S. securities market and the general U.S. economy, and we cannot control those factors.
In particular, while we expect positive investment returns in 2004, uncertainty in the securities markets and U.S. economy could
result in investment volatility and significant changes in plan assets, which under GAAP we will recognize over the next several
years.  Additionally, should actual experience differ from actuarial assumptions, combined net pension and postretirement cost would
be affected in future years.

For the majority of our labor contracts that contain an annual dollar value cap for the purpose of determining contributions required
from nonmanagement retirees, we have waived the cap during the relevant contract periods and thus not collected contributions from
those retirees.  Therefore, in accordance with the substantive plan provisions required in accounting for postretirement benefits
under GAAP, through 2003, we did not account for the cap in the value of our accumulated postretirement benefit obligation (i.e., we
assumed the cap would be waived for all future contract periods).  If we had accounted for the cap as written in the contracts, our
postretirement benefit cost would have been reduced by $884, $606 and $476 in 2003, 2002 and 2001.  In early 2004, nonmanagement
retirees were informed of changes in their medical coverage beginning in 2005.  We anticipate the changes could reduce postretirement
benefit cost as much $300 to $600 during 2004.  In addition, we also expect to reduce our annual costs approximately $250 to $350 due
to recently passed Medicare legislation that partially subsidizes the cost to employers of providing prescription drug coverage for
their retirees.  For a comprehensive discussion of our pension and postretirement cost (benefit), including a discussion of the
actuarial assumptions, see Note 10.

Cingular
On February 17, 2004, Cingular announced an agreement to acquire AT&T Wireless.  The transaction is subject to approval by
shareholders of AT&T Wireless and federal regulators.  At this time we do not know if the acquisition will close in 2004 and cannot
therefore predict the impact on Cingular's 2004 subscriber, revenue or expense trends.  Even if the acquisition does not close in
2004, we expect continued customer subscriber growth at Cingular since we expect continued success from our bundling strategy and the
overall U.S. wireless market to continue to expand.  We also expect that Cingular will continue to invest in improving its network
performance and customer service with the goal of stabilizing to improving its customer turnover rate.  Assuming Cingular obtains the
necessary approvals and the acquisition is completed, we expect Cingular will incur additional integration costs to achieve operating
synergies and increased amortization expense from intangibles for several years.  Cingular expects to achieve significant operating
synergies through this acquisition by consolidating networks, distribution, billing, procurement, marketing, advertising and other
functions.  As such, we expect initially a decrease in our net income as a result of the acquisition until the positive impacts of
the synergies are realized.  We also expect an increase in financing costs to the extent additional debt is incurred to fund the
acquisition.

Operating Environment Overview
The Telecommunications Act of 1996 (Telecom Act) was intended to promote competition and reduce regulation in U.S. telecommunications
markets.  Despite passage of the Telecom Act, the telecommunications industry, particularly incumbent local exchange carriers such as
our wireline subsidiaries, continue to be subject to significant regulation.  The expected evolution from an industry extensively
regulated by multiple regulatory bodies to a market-driven industry monitored by state and federal agencies has not occurred as
quickly or as thoroughly as anticipated.

Our wireline subsidiaries remain subject to extensive regulation by state regulatory commissions for intrastate services and by the
FCC for interstate services.  We continue to face a number of state regulatory challenges.  For example, certain state commissions,
including those in California, Illinois, Michigan, Wisconsin, and Ohio have significantly lower wholesale rates, which are the rates
we are allowed to charge competitors, including AT&T and MCI (formerly known as WorldCom) for leasing parts of our network (unbundled
network elements, or UNEs) in a combined form known as the UNE platform, or UNE-P.  These mandated rates, which range from 30% to 55%
below our economic cost, are contributing to continued declines in our access line revenues and profitability.  As of December 31,
2003, we have lost 6.7 million customer lines to competitors through UNE-P, approximately 1.7 million of which were lost during that
year, as compared to 2.6 million lost in 2002.

However, changes in the regulatory environment toward the end of 2003 raise the possibility that the availability of mandated
below-cost priced UNE-P may be lessened.  Following the FCC's Triennial Review Order (TRO), issued in August 2003, we took immediate
legal action at the United States Court of Appeals for the District of Columbia Circuit (D.C. Circuit) to correct the flaws that the
FCC's order maintained.  (The TRO is discussed in detail in the "Regulatory Developments" section of this document.)  This is one of
two courts that have already rejected the FCC's earlier unbundling order.  The court consolidated all pending lawsuits into one
proceeding and heard oral arguments in January 2004.  The D.C. Circuit is expected to issue a decision on the TRO in the first half
of 2004.

We continue to work toward UNE-P reform through proceedings in most of our states.  Those states are now in the process of
determining whether or not we must offer access to our central office switches, a key component of UNE-P, to competitors in a given
market at a government-mandated price.  In addition, there are parallel proceedings in several states in our 13-state area to
reevaluate current UNE-P pricing and bring it more in line with our costs.  State proceedings could be significantly altered, or even
vacated by a D.C. Circuit ruling on UNE-P.

Despite a slightly more positive regulatory outlook, the current environment continues to exert pressure on our operations.  In 2003,
we continued to eliminate full time employee positions and in 2004, we expect to continue to maintain our lower capital expenditure
budget, targeting between $5,000 and $5,500.  However, unfavorable regulations imposed by the FCC or state commissions may cause us
to experience additional declines in access line revenues, which, in turn, could reduce our invested capital and result in further
reductions in capital expenditures and employment levels.  Similarly, growth at higher-than-anticipated levels could increase these
expenditures.

At the national level, the debate is gradually shifting from regulating voice to regulating broadband.  But while the FCC's TRO
created a potentially more positive regulatory environment for broadband services, several questions remain unanswered as to whether
or to what extent our subsidiaries will be required to unbundle their broadband networks or offer these services to competitors.  We
are actively participating in proceedings underway at both the federal and state level that will help define the appropriate
regulatory environment for broadband services.

Once this difficult and uncertain regulatory environment stabilizes, we expect that additional business opportunities, especially in
the broadband area, would be created.  At the same time, the continued uncertainty in the U.S. economy and increasing local
competition from multiple wireline and wireless providers in various markets presents significant challenges for our business.

Expected Growth Areas
We expect our primary wireline products and wireless services to remain the most significant portion of our business and have also
discussed trends affecting the segment's in which we report results for these products (see "Wireline Segment Results" and "Cingular
Segment Results").  Over the next few years we expect an increasing percentage of our revenues to come from data, long-distance and
Cingular's wireless service.  Whether, or the extent to which, growth in these areas will offset declines in other areas of our
business is not known.

Data/Broadband  In October 1999, we announced plans to upgrade our network to make broadband services available to approximately 80%
of our U.S. wireline customers over the four years through 2003 (Project Pronto).  Due to the weakening U.S. economy and an uncertain
and adverse regulatory environment, in October 2001 we announced a scale-back in our broadband deployment plans.  As discussed in
greater detail below, in August 2003 the FCC released its TRO, which appears to provide some relief from unbundling requirements for
broadband and new fiber facilities and equipment used to provide data and high-speed internet access services.  However, because the
new broadband rules contain some ambiguities and have been appealed to the D.C. Circuit, and are subject to petitions for
reconsideration or clarification before the FCC, we continue to face uncertainty regarding the regulatory treatment of our broadband
investments.  Nevertheless, due to the increasing growth opportunities and competition, we have resumed  Project Pronto related
limited build-out and expect to have DSL available to nearly 80% of our wireline customer locations in early 2004, up from 75% at
December 31, 2003.  Our DSL lines continue to grow and were approximately 3,515,000 at December 31, 2003, compared to 2,199,000 at
the end of 2002.

The FCC has begun reviewing the rules governing broadband services offered by cable, satellite and wireless operators in addition to
traditional wireline offerings.  The FCC tentatively concluded that wireline broadband internet access services are "information"
services rather than "telecommunications" services, which would result in less regulation.  In October 2003, the United States Court
of Appeals for the Ninth Circuit (9th Circuit) ruled that broadband internet access services provided by cable operators involve both
an "information" service and a "telecommunications" service.  If this decision is upheld (the FCC has a request for rehearing pending
before the 9th Circuit), the FCC may change its tentative conclusion that wireline broadband internet access services are information
services, not telecommunications services.  It is likely that the FCC will not act in these proceedings until the 9th Circuit rules
on its request for rehearing.  We are not certain of the effect the 9th Circuit's decision will have on our operations or financial
statements.

Cable operators have no general obligation to provide third-party Internet Service Providers (ISPs) access to their broadband
networks at this time, although the FCC has begun a proceeding to consider the issue.  The 9th Circuit's decision (discussed above)
could support the imposition on cable operators of some of the same regulations applicable to wireline companies, but it is unclear
at this time whether the decision will have a significant impact on providers of cable modem services.

In December 2002, the FCC ruled that advanced services, such as DSL, when provided through one of our separate subsidiaries, are not
subject to tariff regulations and cost study requirements.  However, we are still required to retain cost data and offer our retail
advanced services for resale at a discount.  This ruling should allow us to respond more quickly to offerings by unregulated
competitors.  The FCC is expected to complete its broadband review during 2004.  The effect of the review on our results of
operations and financial position cannot be determined at this time.

Long-Distance  We offer landline interLATA (traditional) long-distance services to customers in our 13-state area and to customers in
selected areas outside our wireline subsidiaries' operating areas.  We began offering interLATA long-distance to our customers in
Nevada in April 2003, Michigan in September 2003 and Illinois, Ohio, Wisconsin and Indiana in October 2003.  All long-distance state
entrances were approved by the FCC.  We now have approval to offer interLATA long-distance nationwide.

We expect increased competition for our wireline subsidiaries in our Midwest region, in particular, as we begin offering interLATA
long-distance service.  However, ultimately we expect that providing long-distance service in these five states will help to mitigate
the access line losses that we have experienced as a result of the UNE-P rates for those states, which are typically lower than our
other eight states.  We expect that our entry into the long-distance markets in our Midwest region will help to slow trends in access
line losses and may improve trends in customer winback and retention, similar to those experienced in other states in our 13-state
area where we previously obtained approval to offer interLATA long-distance.

Wireless  At December 31, 2003, Cingular served approximately 24.8 million customers and was the second-largest provider of mobile
wireless voice and data communications services in the U.S., based on the number of wireless customers.  Cingular has access to
licenses to provide wireless communications services covering an aggregate population of potential customers, referred to as "POPs",
of approximately 236 million, or approximately 81% of the U.S. population, including 45 of the 50 largest U.S. metropolitan areas.
Including roaming agreements with other carriers, Cingular provides GSM coverage to approximately 90% of the U.S.  As discussed in
"Other Business Matters", on February 17, 2004, Cingular announced an agreement to acquire AT&T Wireless.  At December 31, 2003, AT&T
Wireless served approximately 22 million customers.  We expect that this acquisition will enhance Cingular's ability to compete by
strengthening its network coverage and quality.

Even with this acquisition, we expect that intense industry competition and market saturation will likely cause the wireless
industry's customer growth rate to moderate in comparison with historical growth rates.  While the wireless telecommunications
industry does continue to grow, a high degree of competition exists among six national carriers, their affiliates and smaller
regional carriers.  This competition and other factors, such as the implementation of wireless local number portability, will
continue to put pressure upon pricing, margins and customer turnover as the carriers compete for potential customers.  Future carrier
revenue growth is highly dependent upon the number of net customer additions a carrier can achieve and the average revenue per
customer.  The effective management of customer turnover is also important in minimizing customer acquisition costs and maintaining
and improving margins.

Cingular faces many challenges and opportunities in the future and is focused on the following key initiatives:
o       growing customer base profitably by offering wireless voice and data products and rate plans that customers desire;
o       increasing the capacity, speed and functionality of the network through the completion of the GSM/ GPRS/ EDGE network overlay
        and improving overall network coverage and performance;
o       increasing wireless data penetration and usage through the development and promotion of advanced wireless data applications
        and interfaces;
o       improving the Cingular reputation in the industry by focusing on all customer-facing aspects of the business including network
        performance, sales, billing and customer service;
o       continuing the expansion of Cingular's existing footprint and network capacity by obtaining access to additional spectrum,
        primarily through spectrum exchanges, purchases, mergers, acquisitions and joint ventures; and
o       maintaining effective cost controls by continually evaluating the cost structure of Cingular's business and leveraging its
        large size and national scope.

In September 2003, the U.S. Bankruptcy Court for the Southern District of New York approved the sale of certain cellular licenses
held by NextWave to Cingular for $1,400.  Cingular received FCC approval in February 2003, clearing the way for Cingular to complete
the license transfers.  The licenses cover approximately 83 million potential customers in 34 markets, primarily those markets where
Cingular currently has voice and data operations.  Cingular may finance the purchase of these licenses with a combination of cash and
debt.  Cingular expects this transaction to close during the first half of 2004.

In March 2003, Cingular and AT&T Wireless formed a joint venture to build out an EDGE network along a number of major highways in
order to reduce incollect roaming expenses paid to other carriers when customers travel on those highways.  In March 2003, Cingular
contributed licenses and assets having a value equal to the cash or assets contributed by AT&T Wireless.  At December 31, 2003,
Cingular had an investment in the venture totaling $21.  Cingular expects to spend less than $10 in 2004 for capital expenditures
associated with the venture.

In June 2003, Cingular completed the transfer of its license and operations in Kauai, Hawaii and wireless licenses in Alabama, Idaho,
Oklahoma, Mississippi and Washington for AT&T Wireless' licenses in Alabama, Arkansas, Georgia, Kentucky, Louisiana, Mississippi,
Tennessee and Texas.

In February 2004, Cingular acquired an operational cellular system in Louisiana and other FCC licenses in Louisiana and Texas from
Unwired Telecom Corporation for approximately $28.  Also in February 2004, Cingular completed an exchange transaction with Dobson
Cellular Systems, Inc. (Dobson).  Cingular transferred approximately $22 in cash and wireless property in Michigan to Dobson in
exchange for wireless property in Maryland.

By the end of 2003, Cingular had launched GSM/GPRS technology in areas covering approximately 93% of its POPs that carry service.
Cingular is in the process of upgrading its network to third generation (3G) wireless data technology by using EDGE.  EDGE technology
is Cingular's choice for a 3G wireless communications standard that will allow customers to access the Internet from their wireless
devices at higher speeds than even GPRS.  At December 31, 2003, Cingular's EDGE technology covered approximately 20% of its POPs.
Cingular expects the GSM/GPRS/EDGE network overlay to be fully complete by the end of 2004.

Regulatory Developments

Wireline

Federal Regulation  A summary of significant 2003 federal regulatory developments follows.

Long-Distance  Under the Telecom Act, before being permitted to offer interLATA wireline long-distance service in any state within
the 12-state region encompassed by the regulated operating areas of Southwestern Bell Texas Holdings Inc., Pacific Bell Telephone
Company, Ameritech and Nevada Bell (these areas with the addition of Southern New England Telecommunications Corp.'s area are
referred to as our 13-state area), we were required to apply for and obtain state-specific approval from the FCC.  At the end of
2002, we offered long-distance service in seven of our 13 states.  In 2003, we received approval from the FCC to offer long-distance
service in our remaining six states.  See above under "Expected Growth Areas" for additional detail on the status of our approvals.

Triennial Review Order  On August 21, 2003, the FCC released its TRO establishing new rules, which became effective October 2, 2003,
concerning the obligations of incumbent local exchange carriers, such as our wireline subsidiaries, to make UNEs available.  These
rules are intended to replace the FCC's previous UNE rules, which were vacated by the D.C. Circuit.  With limited exceptions, the new
rules are consistent with the FCC's February 2003 press release summarizing its review.

The TRO, rather than establishing a uniform national structure for UNEs as we believe was mandated by the Telecom Act and by the D.C.
Circuit, delegates key decisions on UNEs to the states, including rules for below-cost UNE-P.  In addition, the TRO revised rules
regarding combinations of unbundled local service ("loop") and dedicated transport elements (see discussion of "enhanced extended
links" below), which could allow competitors to access our wireline subsidiaries' high-capacity lines without paying access charges.
As discussed below, numerous legal challenges to the TRO have been filed by SBC and others with the D.C. Circuit, which is expected
to rule on these challenges in the first half of 2004.

Set forth below is a summary of the most significant aspects of the new rules.  While these rules apply only to our wireline
subsidiaries, the words "we" or "our" are used to simplify the discussion.  In addition, the following discussion is intended as a
summary of issues in the TRO rather than a precise legal description of all of those specific issues.

o    UNE-P  UNE-P is a combination of all of the network elements necessary to provide complete local service to a customer.  The
     new rules state that if we are not required to provide any one of those network elements then we will not be required to provide
     the below-cost UNE-P itself.  From a practical perspective, the "switching" network element is the most relevant component of the
     UNE-P, i.e., the element that routes a telephone call or data to its destination.  In its TRO, the FCC declined to rule whether
     we must provide the switching element to competitors at regulated rates, instead leaving this issue to each state commission to
     decide.

     Although the state commissions must decide this switching issue, the FCC did establish two presumptions and a timetable for
     states to use in reaching their decision.  Specifically, the FCC presumed that unless we provide unbundled local switching,
     competitors in a particular market (1) would face economic or operational barrier(s) to providing service to consumers and all
     but the larger business customers that are served by high-capacity facilities but (2) would not face such barriers in their
     ability to serve these larger business customers.  The TRO leaves the states broad discretion in defining the relevant markets.

     The state commissions had 90 days from October 2, 2003 to challenge the FCC's presumption that barriers do not exist for
     providing service to larger business customers, but no state commissions in our 13-state area have done so.  For all other
     customers, the states have nine months to complete their analysis.  If a state commission concludes that operational or economic
     barriers do not exist in a market, we can stop providing below-cost UNE-P to competitors in that market after a three-year
     transition period.

o    Enhanced Extended Links  We must provide combinations of unbundled high capacity loops and transport elements (often referred
     to as "enhanced extended links" or EELs) to competitors in certain circumstances.  EELs are used to provide switched and
     dedicated services.  The TRO revises the test for determining when EELs must be made available.  As a result of this change,
     long-distance carriers and wireless companies may be able to purchase EELs at below-cost rates in place of special access
     services, which is a component of our wireline revenues.  We expect that this aspect of the TRO could decrease our wireline
     revenues as much as $500 until the FCC's next triennial review.  However, to mitigate this potential impact, we are developing
     alternatives including new product bundles and new contract arrangements that could significantly reduce the $500.

o    Dedicated Transport  The TRO redefines dedicated transport (interoffice lines used by only a single customer) to include only
     those transmission facilities connecting our switches or central offices, thus eliminating unbundling of connections between our
     network and competitor networks.  The TRO concludes that we must continue to provide access to dark fiber (unused fiber that must
     be equipped with electronics before it can transmit a communications signal) and DS3 and DS1 (line classifications) capacity
     transport as UNEs, except where alternative wholesale facilities are available.  State commissions are to perform route-specific
     analyses to determine if such alternative wholesale facilities exist for each of these services.  Dark fiber and DS3 transport
     services are also each subject to review by the state commissions to identify whether competitors are able to provide their own
     facilities.  If state analysis determines that there are no barriers, we will not be required to continue to provide below-cost
     transport services.

o    Broadband  The TRO eliminates unbundling of certain telecommunications technology that is primarily used for transmitting data
     and high-speed internet access across telephone lines.  For example, it eliminates unbundling of the packet-switching
     capabilities (a highly efficient method of transmitting data) of our local loops and eliminates unbundling of certain
     fiber-to-the-home (FTTH) loops.  FTTH loops are fiber-optic loops that connect directly from our network to customers' premises.
     Traditional telephone lines are copper; fiber-optic lines are made of glass and can carry more information over far longer
     distances than copper.  Under the new rules, packet-switching and FTTH loops are not subject to unbundling requirements;
     therefore, we will not be required to sell them to competitors at below-cost UNE prices.  However, we must continue to provide
     unbundled access to copper-loop and sub-loop lines.  In areas where fiber-optic lines are installed in place of copper-loop
     lines, we will be required to provide our competitors access either to the existing copper loop or a non-packetized transmission
     path capable of providing voice-grade service over the fiber-optic lines.

     Under a previous FCC order, we were required to share, on an unbundled basis, the high-frequency portion, which contains DSL,
     among other things, of local telephone lines with competitors.  Under the TRO, this high-frequency portion of the telephone line
     is no longer considered a UNE.  Current line sharing arrangements are to be maintained until the FCC's next biennial review,
     which will commence in 2004.  Competitors may purchase new line sharing arrangements until October 2, 2004, and will be required
     to pay increasing amounts for such new line sharing arrangements over the next three years, at the end of which customers must be
     transitioned to new arrangements.  The California State Regulatory Commission has stated in a decision that it has independent
     authority to decide whether the high-frequency portion of the local telephone line is a UNE in disregard of the TRO, and we are
     challenging that decision in federal court.

     Although the TRO's broadband and line sharing provisions apparently provide some regulatory relief, we are currently in the
     process of evaluating them; therefore, the effects on our financial position and results of operations cannot be quantified at
     this time.

o    UNE Pricing Rules  In September 2003, the FCC opened a proceeding to review how the cost structure underlying the UNE-pricing
     rules is determined.  These rules determine the amounts we can charge for providing UNEs and have been based on hypothetical
     "forward-looking costs".  The FCC tentatively concluded that these forward-looking costs need to "more closely account for the
     real world attributes of the routing and topography of the incumbent's network" rather than using hypothetical networks that may
     be more cost-efficient.  The FCC will also review certain assumptions used in determining these costs, including network
     utilization factors.

o    Notice of Proposed Rulemaking (NPRM)  The TRO opened a NPRM to seek comment on whether the FCC should modify its
     "pick-and-choose" rule that permits requesting competitors to opt into individual portions of interconnection agreements without
     accepting all the terms and conditions of the agreements.

As the TRO is quite complex and its implementation may be affected by FCC rulings on petitions for reconsideration, state commission
proceedings or court decisions, we cannot fully quantify the effects on our financial position or results of operations at this
time.  However, the new unbundling rules will most likely create an even more uncertain and more complex regulatory environment for
our wireline subsidiaries, possibly resulting in further reductions in revenues, capital expenditures and employment levels.  Because
the new rules, in many cases, give each state commission the authority to determine which network elements are to be unbundled, the
rules will likely vary by state.  The resulting state determinations will also be subject to implementation and federal appeal on a
state-by-state basis rather than having uniform implementation requirements or review at the federal level.  Although some relief
appears to have been provided by the broadband provisions of the TRO, we continue to face uncertainty regarding the regulatory
treatment of our broadband investments because some of those provisions are ambiguous and they are under review by the courts and the
FCC.

We have filed two legal challenges to these new rules with the D.C. Circuit.  In August 2003, we, along with the United States
Telecom Association (USTA), Qwest Communications Inc. (Qwest), and BellSouth Corporation (BellSouth), filed a lawsuit asking the
court to vacate those rules governing the unbundling of both high-capacity facilities and switching serving non-large businesses.  In
September 2003, we, along with the USTA, Qwest, BellSouth, and Verizon Communications Inc. (Verizon), filed a lawsuit asking the same
court to reject portions of the new rules, including those concerning UNE-P and EELs.  Other parties have challenged other aspects of
the order, including the FCC's decision to limit unbundling of broadband facilities.  The court consolidated all pending lawsuits
into one proceeding and heard oral arguments in January 2004.

Voice over Internet Protocol  Voice over Internet Protocol (VoIP) is generally used to describe the transmission of voice and data
using internet-based technology.  A company using this technology can provide services, although not necessarily of the same quality,
often at a lower cost because a traditional network need not be constructed and maintained and because this technology has not been
subject to traditional telephone industry regulation.  In 2003, the FCC announced its intention to open a rulemaking proceeding on
VoIP in early 2004.  The rulemaking is expected to address whether and how a wide range of regulations should be applied to VoIP,
including issues related to federal and state jurisdiction, intercarrier compensation, universal service, public safety, consumer
protection and other matters.  During 2003, a number of state commissions also began proceedings to examine the regulatory treatment
of VoIP.

Notwithstanding the unresolved regulatory questions before the FCC and the state commissions, numerous communications providers began
providing various forms of VoIP in 2003, or announced their intentions to do so in the near future.  These providers include both
established companies as well as new entrants.  While the deployment of VoIP will result in increased competition for our core
wireline voice services, it also presents growth opportunities for us to develop new products for our customers, both within and
outside of our 13-state area.

o    Access Charges  In October 2002, AT&T filed a petition with the FCC asking for a declaratory ruling that access charges (which
     are paid to telephone companies providing local service, including our wireline subsidiaries) do not apply to long-distance
     service that AT&T transports for some distance using internet-based technology.  Although this service originates and terminates
     on the traditional telephone network, such as those operated by our wireline subsidiaries, and provides no new features or
     functionality relative to AT&T's traditional long-distance service, AT&T claims that this service should be exempt from access
     charges.  We have vigorously opposed AT&T's petition.  Should the FCC rule in AT&T's favor, we would face a significant decrease
     in our access charge revenues, not only from AT&T but from other carriers that would likely begin to offer similar services.  At
     this time, however, we are not able to quantify the potential access charge revenue decline that could result from an adverse FCC
     ruling.  We are not certain as to the timing of an FCC response on AT&T's petition.

Special Access Pricing Flexibility  In October 2002, AT&T requested the FCC revoke current pricing rules for special access services,
a component of our wireline revenues.  We and other parties have challenged AT&T's petition, which remains pending before the FCC.
In November 2003, AT&T and other competitors filed a petition with the D.C. Circuit, asking the court to compel the FCC, within 45
days, to issue a notice of proposed rulemaking vacating these special access pricing rules.  In January 2004, the FCC filed its
opposition to AT&T's petition, and SBC and other carriers filed a request to intervene in support of the FCC with the D.C. Circuit.
The court has not yet ruled on AT&T's petition.  If AT&T's petition is granted, it likely would have a significant adverse impact on
our special access revenues.

Number Portability  The FCC has adopted rules allowing customers to keep their wireline or wireless number when switching to another
company (generally referred to as "number portability").  While customers have been able for several years to retain their numbers
when switching their local service between wireline companies, the rules now require wireless companies to offer number portability
to their customers.

In October 2003, the FCC released an order addressing many of the issues related to the moving of customer numbers between wireless
carriers.  This order states that wireless companies cannot delay switching a customer to collect early termination fees or other
amounts owed by that customer.

In November 2003, the FCC issued an order that enabled customers to move wireline telephone numbers to wireless providers where
coverage areas were overlapping.  The FCC has begun a proceeding to resolve issues regarding moving wireless numbers to wireline
providers.  The FCC is also considering whether to allow wireline companies to recover their costs to implement wireless number
portability (we estimate our total costs to be $55).  Accordingly, we cannot currently determine the financial effects of all of
these issues.  In addition, there are legal challenges to these decisions pending in federal court.

Coalition for Affordable Local and Long Distance Service (CALLS)  In September 2001, the United States Court of Appeals for the Fifth
Circuit (5th Circuit) ruled on appeal of the FCC's May 2000 CALLS order restructuring federal price cap regulation.  Although the 5th
Circuit upheld the order in most key respects, it reversed and remanded to the FCC two specific aspects of the order.

o    The 5th Circuit held that the FCC failed to sufficiently justify an incremental $650 in universal service funding and remanded
     to the FCC for further explanation of the amount; and
o    held that the FCC failed to show a rational basis for how it derived the 6.5% transitional mechanism, i.e., the productivity
     factor used to reduce access rates until a targeted average rate is achieved, and remanded to the FCC for an explanation of how
     the percentage was derived.

In response to the court's remand, in July 2003 the FCC issued an order upholding its original determinations and providing further
justification for the $650 in universal service funding and the transitional mechanism.

Ameritech Merger  In association with its approval of the October 1999 Ameritech merger, the FCC set specific performance and
reporting requirements and enforcement provisions that mandate approximately $2,000 in potential payments through May 2004, if
certain goals were not met.  Associated with these conditions, we incurred approximately $14, $20 and $94 in 2003, 2002 and 2001 in
additional expenses, including payments for failing to meet certain performance measurements.  Approximately $8 in potential payments
could still be triggered through May 2004.

The effects of the FCC decisions on the above topics are dependent on many factors including, but not limited to, the ultimate
resolution of the pending appeals; the number and nature of competitors requesting interconnection, unbundling or resale; and the
results of the state regulatory commissions' review and handling of related matters within their jurisdictions.  Accordingly, we are
not able to assess the total potential impact of the FCC orders and proposed rulemakings.

State Regulation  A summary of significant 2003 state regulatory developments follows.

     California Audit  In August 2003, two alternate sets of proposed findings on the 1997-1999 audit of our California wireline
subsidiary were presented to the California Public Utility Commission (CPUC).  The two proposed sets of findings differed in many
respects but both concluded that our subsidiary should issue refunds, i.e., service credits, in amounts ranging from $162 to $661.
Subsequent revisions to those proposed findings have changed the range to $0 to $466.  While the subsequent revisions have decreased
the range, we believe that both sets of findings still contain errors and that the refunds should be eliminated.  These two
alternative findings are presently before the CPUC for consideration.  The CPUC may completely or partially accept or reject any of
these proposed findings.  We do not know when the CPUC will make a final decision or what its decision will be.

     Illinois UNE Legislation  In May 2003, the Illinois legislature passed legislation concerning wholesale prices our Illinois
wireline subsidiary can charge local service competitors, such as AT&T and MCI, for leasing its local telephone network (UNE rates).
The new law directed the Illinois Commerce Commission (ICC) to set wholesale rates based on actual data, including our subsidiary's
actual network capacity and actual depreciation rates shown on our financial statements.  In June 2003, the United States District
Court for the Northern District of Illinois Eastern Division issued a temporary order blocking implementation of this law.  The order
was made final in July 2003.  In November 2003, the United States Court of Appeals for the Seventh Circuit (7th Circuit) affirmed
that the law was invalid as it only addressed two of the factors required by the federal standards that instruct the states how to
set the UNE rates.  However, the 7th Circuit also stated that the current UNE rates in effect must be updated to comply with federal
law as of 2003.  The 7th Circuit instructed the ICC to quickly address these out-of-date rates and to reinstate the UNE rate
proceeding that had been previously terminated by the law's passage.  The ICC UNE rate proceedings are currently underway.

     Indiana UNE-P  In January 2004, the Indiana Utility Regulatory Commission (IURC) increased some of the wholesale prices our
Indiana wireline subsidiary can charge local service competitors, such as AT&T and MCI, for leasing its local telephone network (UNE
rates).  Although the IURC increased UNE-P rates approximately 30%, they remain below our cost of providing service.  AT&T and MCI
have both indicated that they plan to appeal this decision.

Competition

Competition continues to increase for telecommunications and information services, and regulations, such as the UNE-P rules, have
increased the opportunities for alternative communications service providers.  Technological advances have expanded the types and
uses of services and products available.  In addition, lack of regulation of comparable alternative technologies (e.g., VoIP) has
lowered costs for alternative providers.  As a result, we face heightened competition as well as some new opportunities in
significant portions of our business.

Wireline
Our wireline subsidiaries expect increased competitive pressure in 2004 and beyond from multiple providers in various markets,
including facilities-based local competitors, interexchange carriers and resellers.  In some markets, we compete with large cable
companies such as Comcast Corporation, Cox Communications, Inc. and Time Warner Inc. for local and high-speed internet services
customers and long-distance companies such as AT&T and MCI for both long-distance and local services customers.  Substitution of
wireless and internet-based services for traditional local service lines also continues to increase.  At this time, we are unable to
assess the effect of competition on the industry as a whole, or financially on us, but we expect both losses of market share in local
service and gains resulting from new business initiatives, bundling of products and services, our new long-distance service areas and
broadband.

Our wireline subsidiaries remain subject to extensive regulation by state regulatory commissions for intrastate services and by the
FCC for interstate services.  In contrast, our competitors are often subject to less or no regulation in providing comparable voice
and data services.  State legislative and regulatory developments over the last several years allow increased competition for local
exchange services.  Under the Telecom Act, companies seeking to interconnect to our wireline subsidiaries' networks and exchange
local calls must enter into interconnection agreements with us.  These agreements are then subject to approval by the appropriate
state commission.  As noted in the "Operating Environment Overview" section above, the mandated rates set by certain state
commissions, including those in California, Illinois, Michigan, Ohio and Indiana, are significantly below our cost and contribute
substantially to our continued decline in access line revenues and profitability.  As of December 31, 2003 and 2002, we had
approximately 445,000 and 801,000 access lines (approximately 0.8% and 1.4% of our total access lines) supporting services of resale
competitors throughout our 13-state area, primarily in Texas, California and Illinois.  If current UNE-P regulations remain in place,
we would expect our resale access lines to continue to decrease as UNE-P lines replace resale lines, mitigated by the opportunities
provided us by bundling.

In addition to these wholesale rate and service regulations noted above, all of our wireline subsidiaries operate under
state-specific elective "price cap regulation" for retail services (also referred to as "alternative regulation") that was either
legislatively enacted or authorized by the appropriate state regulatory commission.  Prior to price cap regulation, our wireline
subsidiaries were under "rate of return regulation".  Under rate of return regulation, the state regulatory commissions determined an
allowable rate of return we could earn on plant in service and set tariff rates to recover the associated revenues required to earn
that return.  Under price cap regulation, price caps are set for regulated services and are not tied to the cost of providing the
services or to rate of return requirements.  Price cap rates may be subject to or eligible for annual decreases or increases and also
may be eligible for deregulation or greater pricing flexibility if the associated service is deemed competitive under some state
regulatory commission rules.  Minimum customer service standards may also be imposed and payments required if we fail to meet the
standards.

One of our responses to the multiple competitive pressures discussed above was our fourth-quarter 2002 launch of a single-brand
packaging strategy that rewards customers who consolidate their services (e.g., local and long-distance telephone, DSL and wireless)
with us.  Called "SBC Connections", the new initiative delivers integrated bundles using a single bill.  During 2004, we expect to
continue focusing on bundling wireline and wireless services, including combined packages of minutes.  In addition, we also plan to
add to our bundled offerings a video service through an agreement with EchoStar Communications Corporation (EchoStar) (see "Other
Business Matters" below).

Cingular
Cingular faces substantial and increasing competition in all aspects of the wireless communications industry.  Under current FCC
rules, six or more PCS licensees, two cellular licensees and one or more enhanced specialized mobile radio licensees may operate in
each of Cingular's markets, which has resulted in the presence of multiple competitors.  Cingular's competitors are principally five
national (Verizon Wireless, AT&T Wireless, Sprint PCS, Nextel Communications and T-Mobile) and a larger number of regional providers
of cellular, PCS and other wireless communications services.  See "Other Business Matters" for details on Cingular's pending
acquisition of AT&T Wireless.

Cingular may experience significant competition from companies that provide similar services using other communications technologies
and services.  While some of these technologies and services are now operational, others are being developed or may be developed in
the future.  Cingular competes for customers based principally on price, service offerings, call quality, coverage area and customer
service.  See discussion of EDGE technology in "Wireless" under "Expected Growth Areas" above.

Directory
Our directory subsidiaries face competition from over 100 publishers of printed directories in their operating areas.  Direct and
indirect competition also exists from other advertising media, including newspapers, radio, television and direct-mail providers, as
well as from directories offered over the Internet.

Accounting Policies and Standards

Significant Accounting Policies and Estimates  Because of the size of the financial statement line items they relate to, some of our
accounting policies and estimates have a more significant impact on our financial statements than others:
o    Our depreciation of assets, including use of composite group depreciation and estimates of useful lives, is described in Notes
     1 and 5.  We assign useful lives based on periodic studies of actual asset lives.  Changes in those lives with significant impact
     on the financial statements must be disclosed, but no such changes have occurred in the three years ended December 31, 2003.
     However, if all other factors were to remain unchanged, we expect a one-year increase in the useful lives of three of the largest
     categories of our plant in service (which accounts for approximately 60% of our total plant in service) would result in a
     decrease of between $340 and $370 in our 2004 depreciation expense and a one-year decrease would result in an increase of between
     $420 and $450 in our 2004 depreciation expense.  Effective January 1, 2003, as required by FAS 143, we decreased our depreciation
     rates to exclude costs of removal in certain circumstances.  This change is discussed further under "New Accounting Standards"
     below.
o    Our bad debt allowance is estimated primarily based on analysis of history and future expectations of our retail and our
     wholesale customers in each of our operating companies.  For retail customers, our estimates are based on our actual historical
     write-offs, net of recoveries, and the aging of accounts receivable balances.  Our assumptions are reviewed at least quarterly
     and adjustments are made to our bad debt allowance as appropriate.  For our wholesale customers, we use a statistical model based
     on our aging of accounts receivable balances.  Our risk categories, risk percentages and reserve balance assumptions built into
     the model are reviewed monthly and the bad debt allowance is adjusted accordingly.  If uncollectibility of our billed revenue
     changes by 1%, we would expect a change in uncollectible expense of between $200 and $250.
o    Our actuarial estimates of retiree benefit expense and the associated significant weighted-average assumptions are discussed
     in Note 10.  One of the most significant of these is the return on assets assumption, which was 8.5% for the year ending December
     31, 2003.  This assumption will remain unchanged for 2004.  If all other factors were to remain unchanged, we expect a 1%
     decrease in the expected long-term rate of return would cause 2004 combined pension and postretirement cost to increase
     approximately $408 over 2003 (analogous change would result from a 1% increase).  The 10-year returns on our pension plan were
     9.8% through 2003, including the adverse effects of 2000 through 2002.  Under GAAP, the expected long-term rate of return is
     calculated on the market-related value of assets (MRVA).  GAAP requires that actual gains and losses on pension and
     postretirement plan assets be recognized in the MRVA equally over a period of up to five years.  We use a methodology, allowed
     under GAAP, under which we hold the MRVA to within 20% of the actual fair value of plan assets, which can have the effect of
     accelerating the recognition of excess actual gains and losses into the MRVA in less than five years.  Due to investment losses
     on plan assets experienced through 2002, this methodology contributed approximately $605 to our combined net pension and
     postretirement cost in 2003 as compared with the methodology that recognizes gains and losses over a full five years.  This
     methodology did not have a significant effect on our 2002 or 2001 combined net pension and postretirement benefit as the MRVA was
     almost equal to the fair value of plan assets.  We do not expect this methodology to have a significant impact in our combined
     net pension and postretirement costs in 2004.  Note 10 also discusses the effects of certain changes in assumptions related to
     medical trend rates on retiree health care costs.
o    Our estimates of income taxes and the significant items giving rise to the deferred assets and liabilities are shown in Note 9
     and reflect our assessment of actual future taxes to be paid on items reflected in the financial statements, giving consideration
     to both timing and probability of these estimates.  Actual income taxes could vary from these estimates due to future changes in
     income tax law or results from final IRS review of our tax returns.  We have considered these potential changes and have provided
     amounts within our deferred tax assets and liabilities that reflect our judgment of the probable outcome of tax contingencies.
     We continue to believe that our tax return positions are fully supportable.  Unfavorable settlement of any particular issue could
     require use of our cash.  Favorable resolution could be recognized as a reduction to our tax expense.  We periodically review the
     amounts provided and adjust them in light of changes in facts and circumstances, such as the progress of a tax audit.
o    Our policy on valuation of intangible assets is described in Note 1.  In addition, for cost investments, we evaluate whether
     mark-to-market declines are temporary and reflected in other comprehensive income, or other than temporary and recorded as an
     expense in the income statement; this evaluation is based on the length of time and the severity of decline in the investment's
     value.  Significant asset and investment valuation adjustments we have made are discussed in Note 2.
o    We use the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, "Accounting for
     Stock-Based Compensation" (FAS 123) to account for our stock option grants.  The estimated fair value of the options granted is
     amortized to expense over the options' vesting period.  The fair value for these options was estimated at the date of grant,
     using a Black-Scholes option pricing model.  Two of the more significant assumptions used in this estimate are the expected
     option life and the expected volatility, which we estimate based on historical information.  Had we not adopted the fair value
     recognition provisions of FAS 123 and chose to continue using the intrinsic value-based method of accounting, we would not have
     recorded any stock option expense in all years presented.  With the recent trend of reducing the number of options granted, we
     expect this policy will become less significant in the future.

New Accounting Standards

FSP FAS 106-1  In January 2004, in response to the recently passed federal Medicare Prescription Drug, Improvement and Modernization
Act of 2003 (Medicare Act), the FASB issued preliminary guidance on accounting for the Medicare Act (FSP FAS 106-1).  In accordance
with FSP FAS 106-1, a sponsor of a postretirement health care plan that provides a prescription drug benefit, such as us, may make a
one-time election to defer accounting for the subsidy provided by the Medicare Act.  In order for us to receive the subsidy payment
under the Medicare Act, the value of our offered prescription drug plan must be at least equal to the value of the standard
prescription drug coverage provided under Medicare Part D, referred to as actuarially equivalent.  Due to our lower deductibles and
better coverage of drug costs, we believe that our plan is of greater value than Medicare Part D.  Accordingly, we adopted FSP FAS
106-1 and accounted for the Medicare Act as a plan amendment and recorded the adjustment in the amortization of our liability, from
the date of enactment of the Medicare Act, December 2003.  Upon adoption, this decreased our accumulated postretirement benefit
obligation by $1,629, which, because it was enacted during 2003, was calculated using our year end 2002 assumed discount rate of
6.75%.  Had, at the time of adoption, we used our year end 2003 assumed discount rate of 6.25%, we would have decreased our
accumulated postretirement benefit obligation by $1,888.  We expect future annual decreases in prescription drug expense of $250 to
$350.  Our accounting assumes that we are actuarially equivalent to Medicare Part D, that our plan will continue to be the primary
plan for our retirees and that we will receive the subsidy.  We do not expect that the Medicare Act will have a significant effect on
our retirees' participation in our postretirement benefit plan.  Specific authoritative guidance on the accounting for federal
subsidy is still pending before the FASB and that guidance, when issued, could require us to change our estimates.

FAS 132  In December 2003, the FASB revised Statement of Financial Accounting Standards No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits" (FAS 132).  FAS 132, as revised, retains the disclosure requirements provided by the
original FAS 132 and adds disclosure requirements for information describing the types of plan assets, investment strategies,
measurement dates, plan obligations, cash flows and components of net periodic benefit costs recognized during interim periods, for
statements with fiscal years ending after December 15, 2003.  FAS 132 addresses disclosure only; it does not address other accounting
issues such as measurement and recognition of amounts (see Note 10).

FIN 46  In January 2003, the FASB issued FASB Interpretation No. 46 "Consolidation of Variable Interest Entities, an Interpretation
of Accounting Research Bulletin (ARB) No. 51" (FIN 46).  FIN 46 provides guidance for determining whether an entity is a variable
interest entity (VIE), and which equity investor of that VIE, if any, should include the VIE in its consolidated financial
statements.  In December 2003, the FASB staff revised FIN 46 to clarify some of the provisions.  For certain VIEs, FIN 46 became
effective for periods ending after December 15, 2003.  In 2003, we recorded an extraordinary loss of $7, net of taxes of $4, related
to consolidation of real estate leases under FIN 46.  In addition, the revision delayed the effective date for application of FIN 46
by large public companies, such as us, until periods ending after March 15, 2004 for all types of VIEs other than special-purpose
entities, including our investment in Cingular.  We are currently evaluating how the provisions of FIN 46 will affect our accounting
for Cingular.

FAS 143  On January 1, 2003, we adopted Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" (FAS 143).  FAS 143 sets forth how companies must account for the costs of removal of long-lived assets when those
assets are no longer used in a company's business, but only if a company is legally required to remove such assets.  FAS 143 requires
that companies record the fair value of the costs of removal in the period in which the obligations are incurred and capitalize that
amount as part of the book value of the long-lived asset.  To determine whether we have a legal obligation to remove our long-lived
assets, we reviewed state and federal law and regulatory decisions applicable to our subsidiaries, primarily our wireline
subsidiaries, which have long-lived assets.  Based on this review, we concluded that we are not legally required to remove our
long-lived assets, except in a few minor instances.

However, in November 2002 we were informed that the Securities and Exchange Commission (SEC) staff concluded that certain provisions
of FAS 143 require that we exclude costs of removal from depreciation rates and accumulated depreciation balances in certain
circumstances upon adoption, even where no legal removal obligations exist.  In our case, this means that for plant accounts where
our estimated costs of removal exceed the estimated salvage value, we are prohibited from accruing removal costs in those
depreciation rates and accumulated depreciation balances in excess of the salvage value.  For our other long-lived assets, where our
estimated costs of removal are less than the estimated salvage value, we will continue to accrue the costs of removal in those
depreciation rates and accumulated depreciation balances.

Therefore, in connection with the adoption of FAS 143 on January 1, 2003, we reversed all existing accrued costs of removal for those
plant accounts where our estimated costs of removal exceeded the estimated salvage value.  The noncash gain resulting from this
reversal was $3,684, net of deferred taxes of $2,249, recorded as a cumulative effect of accounting change on the Consolidated
Statement of Income as of January 1, 2003.  During the fourth quarter of 2003, TDC recorded a loss upon adoption of FAS 143.  Our
share of that loss was $7, which included no tax effect.  This noncash charge of $7 was also recorded as a cumulative effect of
accounting change on the Consolidated Statement of Income as of January 1, 2003.

Beginning in 2003, for those plant accounts where our estimated costs of removal previously exceeded the estimated salvage value, we
expense all costs of removal as we incur them (previously those costs had been recorded in our depreciation rates).  As a result, our
2003 depreciation expense decreased and our operations and support expense increased as these assets were removed from service.  The
effect of this change was to increase consolidated pre-tax income and our wireline segment income for 2003 by $280 ($172 net of tax,
or $0.05 per diluted share).  However, over the life of the assets, total operating expenses recognized under this new accounting
method will be approximately the same as under the previous method (assuming the cost of removal would be the same under both
methods).

FAS 145  On January 1, 2003, we adopted Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections," (FAS 145).  The standard, among other changes, rescinded
FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt, an amendment of APB Opinion No. 30".  As a result, the
criteria in APB Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," now will be used to classify gains and losses from
extinguishment of debt.  In accordance with the provisions of FAS 145, we have reclassified our 2001 loss of $18 (net of taxes of
$10) related to the early redemption of $1,000 of our corporation-obligated mandatorily redeemable preferred securities of subsidiary
trusts from an extraordinary loss to an ordinary loss.  The effect of this reclassification was to decrease our previously reported
2001 income before extraordinary item and cumulative effect of accounting change by $18, or $0.01 per share, with no impact on our
net income.

Other Business Matters

WorldCom Bankruptcy  In July 2002, WorldCom and more than 170 related entities filed petitions for reorganization under Chapter 11 of
the United States Bankruptcy Code (Bankruptcy Code).  Our claims against WorldCom total approximately $661.  Our claims include
receivables, claims for refunds that are the subject of litigation, and a variety of contingent and unliquidated items, including
unbilled charges.  At December 31, 2003, we had approximately $320 in receivables and reserves of approximately $56 related to the
WorldCom bankruptcy filing.

In addition to the reserves, we are withholding payments on amounts we owed WorldCom as of its bankruptcy filing date that equal or
exceed our remaining net receivable.  These withholdings relate primarily to amounts collected from WorldCom's long-distance
customers in our role as billing agent and other general payables.  We estimate our post-petition billing to WorldCom to be
approximately $160 per month.  To date, WorldCom generally has paid its post-petition obligations to us on a timely basis.

On July 25, 2003, WorldCom agreed to pay us approximately $107 to settle many, but not all, of the issues that arose prior to
WorldCom's bankruptcy.  As of December 31, 2003, WorldCom had paid us $39 and escrowed the remaining $68 of our $107 settlement sum.
This settlement was approved by the bankruptcy court on August 5, 2003; however, most of the provisions are also contingent upon
WorldCom implementing its approved Plan of Reorganization (POR) and emerging from bankruptcy.  It is anticipated that WorldCom will
emerge from bankruptcy during the first half of 2004.  This settlement does not include issues related primarily to reciprocal
compensation we paid to WorldCom for ISP traffic and certain pre-bankruptcy switched access charges not billed to WorldCom based on
usage information provided by WorldCom.

On July 26, 2003, the United States Attorney for the Southern District of New York announced an investigation with respect to
recently disclosed information alleging that WorldCom is committing access fraud in the manner in which it routes and classifies
long-distance calls.  The impact of this investigation on WorldCom's proposed reorganization is not yet clear.

Belgacom Agreement  Both our investment and TDC's investment in Belgacom are held through ADSB Telecommunications B.V. (ADSB), of
which we directly owned 35%.  ADSB owned one share less than 50% of Belgacom and is a consortium of SBC, TDC, Singapore
Telecommunications and a group of Belgian financial investors.  Through our 35% ownership of ADSB and our 41.6% ownership of TDC, we
had a 24.4% economic ownership of Belgacom (subsequently reduced to 23.5%, as discussed below).

In October 2003, ADSB announced that it had entered into an agreement with the Belgian government and Belgacom to proceed with the
preparations for a potential initial public offering (IPO) of Belgacom.  As part of the agreement, ADSB will have the exclusive right
from January 1, 2004 until July 31, 2005, subject to certain restrictions, to sell shares in an IPO of Belgacom.  In the fourth
quarter of 2003, as a condition to the IPO and related transactions, Belgacom transferred to the Belgian government certain pension
liabilities related to certain employees, proceeds from the sale of pension assets and cash sufficient to fully fund the
obligations.  This transfer resulted in a one-time charge to our equity income from Belgacom, which including our direct and indirect
ownership, reduced our fourth-quarter 2003 diluted earnings per share by $0.03, determined on a GAAP basis.

In the fourth quarter of 2003, also pursuant to the agreement, Belgacom repurchased approximately 6% of the Belgacom shares held by
ADSB.  This fourth-quarter repurchase decreased our economic ownership of Belgacom from 24.4% to 23.5%.  Since the share price is
subject to adjustment as explained below, GAAP prohibits us from recording a gain (in 2003) on the 2003 sale of our shares back to
Belgacom.  Based on our ADSB ownership percentage, our portion of the proceeds, using the tentative share price, would be
approximately $148 and we have estimated that our portion of the proceeds received would exceed our carrying value by approximately
$59.  As part of the October 2003 agreement, Belgacom had previously agreed to make a second buyback offer in the event of an IPO.
Should the IPO occur, the price per share of both buybacks will be adjusted to the IPO price, which will result in our recognition of
a gain or loss associated with the fourth-quarter 2003 sale and the sale associated with the IPO.  If no IPO occurs before July 31,
2005, there will be no adjustment to the proceeds from the first buyback.  We cannot predict whether an IPO will occur.

EchoStar Agreement  In July 2003, we announced an agreement with EchoStar that will allow us to provide multichannel satellite
television service as part of our bundled services (local phone service, long-distance, broadband, wireless and video together)
throughout our 13-state area.  As part of the multi-year agreement, we will help fund development of the co-branded bundled video
services.  We expect to launch the new "SBC DISH Network" entertainment service in early 2004.  In a separate transaction, we also
made a $500 investment in EchoStar in the form of debt convertible into EchoStar shares.

Antitrust Litigation  Eight consumer antitrust class actions were filed in 2003 against us in the United States District Court for
the District of Connecticut.  The primary claim in these suits is that our wireline subsidiaries have, in violation of federal and
state law, maintained monopoly power over local telephone service in all 13 states in which our subsidiaries are incumbent local
exchange companies.

These cases have been consolidated under the first filed case Twombly v. SBC Communications Inc. and were stayed by agreement of the
                                                              ----------------------------------
parties pending the United States Supreme Court's (Supreme Court) decision in a similar case against another incumbent local exchange
company.  In that case, the Supreme Court held that violations of the Telecom Act do not support an antitrust claim and that the
plaintiff had not stated an antitrust claim and affirmed dismissal of the plaintiff's antitrust claims. Verizon Communications Inc.
                                                                                                        ----------------------------
v. Law Offices of Curtis V. Trinko LLP, No. 02-682 (Jan. 13, 2004).  In light of the Trinko outcome, we expect to move for dismissal
- --------------------------------------                                               ------
or summary disposition of the complaints and to oppose class certification if the plaintiffs do not voluntarily dismiss these cases.

In addition to the Connecticut class actions described above, two consumer antitrust class actions were filed in the United States
District Court for the Southern District of New York against SBC, Verizon, BellSouth and Qwest alleging that they have violated
federal and state antitrust laws by agreeing not to compete with one another and acting together to impede competition for local
telephone services (Twombly v. Bell Atlantic Corp., et. al).  In October 2003, the court granted the joint defendants' motion to
                    --------------------------------------
dismiss these suits on the ground that the plaintiffs' complaints failed to state a claim under the antitrust laws.  Plaintiffs have
appealed.

We continue to believe that an adverse outcome having a material effect on our financial statements in any of these cases is unlikely
but will continue to evaluate the potential impact of these suits on our financial results as they progress.

Subsequent Event - Cingular Acquisition  On February 17, 2004, Cingular announced an agreement to acquire AT&T Wireless.  Under the
terms of the agreement, shareholders of AT&T Wireless will receive cash of $15.00 per common share or approximately $41,000.  The
acquisition is subject to approval by AT&T Wireless shareholders and federal regulators.  Based on our 60% equity ownership of
Cingular, we expect to provide approximately $25,000 of the purchase price.  As a result, equity ownership and management control of
Cingular will not be impacted after the acquisition.  Due to the deadline for printing this Annual Report, additional information
related to the acquisition will be included in our 2003 Form 10-K.

Liquidity and Capital Resources

We had $4,806 in cash and cash equivalents available at December 31, 2003.  Cash and cash equivalents included cash of approximately
$309, municipal securities of $356, variable-rate securities of $1,705, money market funds of $2,399 and other cash equivalents of
$37.

In addition, at December 31, 2003 we had other short-term held-to-maturity securities of $378 and long-term held-to-maturity
securities of $84.

In October 2003, we renewed our 364-day credit agreement totaling $4,250 with a syndicate of banks replacing our credit agreement of
$4,250 that expired on October 21, 2003.  The expiration date of the current credit agreement is October 19, 2004.  Advances under
this agreement may be used for general corporate purposes, including support of commercial paper borrowings and other short-term
borrowings.  Under the terms of the agreement, repayment of advances up to $1,000 may be extended two years from the termination date
of the agreement.  Repayment of advances up to $3,250 may be extended to one year from the termination date of the agreement.  There
is no material adverse change provision governing the drawdown of advances under this credit agreement.  We had no borrowings
outstanding under committed lines of credit as of December 31, 2003.

Our consolidated commercial paper borrowings decreased $149 during 2003, and at December 31, 2003, totaled $999, all of which was due
within 90 days and issued under a program initiated by a wholly owned subsidiary, SBC International, Inc., in the first quarter of
2002.  This program was initiated in order to simplify intercompany borrowing arrangements.

During 2003 our primary source of funds was cash from operating activities supplemented by cash from our disposition of Cegetel.

Cash from Operating Activities
During 2003 our cash flow from operations remained relatively stable compared to 2002 as a large portion of the decrease in net
income in 2003 was caused by the noncash increase in pension and postretirement expenses.  Our primary source of funds for 2002 and
2001 was cash generated from operating activities, as shown in the Consolidated Statements of Cash Flows.

In December of 2003 we received proceeds of approximately $240, which included interest of $37, related to the redemption of notes by
BCE.

Cash from Investing Activities
To provide high-quality communications services to our customers we must make significant investments in property, plant and
equipment.  The amount of capital investment is influenced by demand for services and products, continued growth and regulatory
commitments.

Our capital expenditures totaled $5,219 for 2003, $6,808 for 2002 and $11,189 for 2001.  Capital expenditures in the wireline
segment, which represented substantially all of our total capital expenditures, decreased by 23.6% in 2003 compared to 2002, due to
continued pressure from the uncertain U.S. economy, continued pressure from the regulatory environment and our resulting lower
revenue expectations.  The wireline segment capital expenditures decreased by 38.9% in 2002 compared to 2001.

Substantially all of our capital expenditures are made in the wireline segment.  We expect to fund these expenditures using cash from
operations, depending on interest rate levels and overall market conditions, and incremental borrowings.  Our international segment
operations should be self-funding as it is substantially equity investments and not direct SBC operations.  We expect to fund any
directory segment capital expenditures using cash from operations.  We discuss our Cingular segment below.

In response to the uncertain U.S. economy and continued pressure from regulatory environments and our resulting lower revenue
expectations, we expect total capital spending to be approximately $5,000 to $5,500, excluding Cingular, in 2004.  We expect these
expenditures to relate primarily to our wireline subsidiaries' networks, our broadband initiative (DSL) and support systems for our
long-distance service.

In 2003, 2002 and 2001, our cash receipts from dispositions exceeded cash expended on acquisitions (see Note 2).  Investing
activities during 2003 also include proceeds of approximately $2,270 relating to the sale of our interest in Cegetel, $341 from the
sale of a portion of our interest in Yahoo and $364 from the sale of the remaining portion of our investment in BCE.  At December 31,
2003 we held approximately 7 million shares of Yahoo.

Also in July 2003, we entered into a co-branded service agreement with EchoStar to offer satellite television service to our wireline
customers.  In July 2003, we invested $500 in debt, with a fair value of $441, which is convertible into EchoStar shares at an
appreciated price at our option.

2003 investing activities included the purchase of other held-to-maturity securities, with maturities greater than 90 days, of $710.

Cash from Financing Activities
Dividends declared by the Board of Directors of SBC totaled $1.41 per share in 2003, $1.08 per share in 2002 and $1.025 per share in
2001.  The $0.33 increase in dividends declared during 2003 was due to two increases in the regular quarterly dividend and three
additional dividends above our regular quarterly payout.  There was no additional dividend in the fourth quarter of 2003.  In March
2003, our Board of Directors approved a 4.6% increase in the regular quarterly dividend and in December 2003 our Board of Directors
approved a 10.6% increase in the regular quarterly dividend to $0.3125 per share.  Our additional dividends declared during 2003,
above our regular quarterly dividend, totaled $0.25 per share.  The total dividends declared were $4,674 in 2003, $3,591 in 2002, and
$3,448 in 2001.  Total cash paid for dividends were $4,539 in 2003, $3,557 in 2002, and $3,456 in 2001.  Our dividend policy
considers both the expectations and requirements of shareowners, internal requirements of SBC and long-term growth opportunities and
all dividends remain subject to approval by our Board of Directors.

In July 2003, we announced our intention to resume our previously announced stock repurchase program.  In December 2003, our Board of
Directors authorized the repurchase of up to 350 million shares of SBC common stock.  The new authorization, which expires at the end
of 2008, replaced our two previous authorizations approved in November 2001 and January 2000 to repurchase up to 200 million shares.
During 2003 we had repurchased approximately 21 million shares at a cost of $490 and as of December 31, 2003 we repurchased 161
million shares of the 200 million shares authorized by our Board of Directors in November 2001 and January 2000.  At December 31,
2003 we have not repurchased any shares of the 350 million shares authorized by our Board of Directors in December 2003.

During 2003 we called, prior to maturity, approximately $1,743 of debt obligations with maturities ranging between February 2007 and
March 2048, and interest rates ranging between 6.5% and 7.9%.  Of the $1,743 called debt, approximately $264, with an average yield
of 7.2% was called in July; $1,462, with an average yield of 7.4% was called in June; and $17, with an average yield of 6.9% was
called in March.  Funds from operations and dispositions were used to pay off these notes.

During 2003, approximately $1,259 of long-term debt obligations, and $1,000 of one-year floating rate securities matured.  The
long-term obligations carried interest rates ranging from 5.8% to 9.5%, with an average yield of 6.1%.  The short-term notes paid
quarterly interest based on the London Interbank Offer Rate (LIBOR).  Funds from operations and dispositions were used to pay off
these notes.

Among the debt paid off during 2003 was all subsidiary debt listed on public exchanges.  Our subsidiaries currently have no debt
outstanding which would require them to make periodic filings under the Exchange Act of 1934.

We have approximately $880 of long-term debt that is scheduled to mature in 2004.  We expect to use funds from operations to repay
these obligations.

Other
Our total capital consists of debt (long-term debt and debt maturing within one year) and shareowners' equity.  Our capital structure
does not include debt issued by our international equity investees or Cingular.  Total capital increased $947 in 2003 and decreased
$3,845 in 2002.  The 2003 total capital increase was primarily due to our net income and cumulative effect of accounting changes,
which was partially offset by lower borrowings, the increased dividend payouts previously mentioned, and the repurchase of common
shares through our stock repurchase programs.  These 2003 accounting changes increased equity $2,541, which decreased our debt ratio
approximately 150 basis points (1.5%).  Our debt ratio was 31.9%, 39.9% and 44.3% at December 31, 2003, 2002 and 2001.  The debt
ratio is affected by the same factors that affect total capital.

We are currently considering a possible voluntary contribution of assets, which may include cash and/or other investments, to our
pension and postretirement benefit plans totaling $2,000 or more in 2004 (see Note 10).

Cingular
Cingular's future capital expenditures are expected to be self-funded by Cingular since this segment is an equity investment and not
a direct SBC operation.  Cingular expects 2004 capital investments for completing network upgrades and funding other ongoing
expenditures and equity investments will not materially differ from 2003 expenditures of $3,353.  In addition, in the first half of
2004, Cingular expects to complete the purchase of FCC licenses for wireless spectrum from NextWave for $1,400, which they may
finance with a combination of cash and debt.

As discussed in "Other Business Matters", Cingular has agreed to acquire AT&T Wireless for approximately $41,000 in cash.  Cingular
expects to fund the acquisition with contributions from us and BellSouth.  Based on our 60% equity ownership, we expect to contribute
approximately $25,000.  We expect to pay this amount primarily with proceeds from debt, as well as cash on hand, cash to be generated
from operations and asset sales.

Contractual Obligations, Commitments and Contingencies

Current accounting standards require us to disclose our material obligations and commitments to make future payments under contracts,
such as debt and lease agreements, and under contingent commitments, such as debt guarantees.  We occasionally enter into third-party
debt guarantees, but they are not, nor are they reasonably likely to become, material.  We disclose our contractual long-term debt
repayment obligations in Note 7 and our operating lease payments in Note 5.  In the ordinary course of business we routinely enter
into commercial commitments for various aspects of our operations, such as plant additions and office supplies.  However, we do not
believe that the commitments will have a material effect on our financial condition, results of operations or cash flows.

Below is a table of our contractual obligations as of December 31, 2003.  The purchase obligations listed below are those for which
we have guaranteed funds and will be funded with cash provided by operations or through incremental borrowings.  Approximately 42% of
our purchase obligations relate to our directory segment for paper and printing services and the remainder of our obligations are
primarily in our wireline segment.  Due to the immaterial value of our capital lease obligations, they have been included with
long-term debt.  Our total capital lease obligations are $65, with approximately $32 to be paid in less than one year.  The table
does not include the fair value of our interest rate swaps of $90 and our other long-term liabilities because it is not certain when
our other long-term liabilities will become due.  Our other long-term liabilities are: deferred income taxes (see Note 9) of $15,079;
postemployment benefit obligations (see Note 10) of $12,692; unamortized investment tax credits of $220; and other noncurrent
liabilities of $3,607, consisting primarily of supplemental retirement plans (see Note 10) and deferred lease revenue from our
agreement with SpectraSite Communications, Inc. (see Note 5).

                                                                       Payments Due By Period
                                               ------------------------------------------------------------------------
Contractual Obligations                           Total       Less than 1   1 - 3 Years    3 - 5 Years    More than 5
                                                                 Year                                        Years
- -----------------------------------------------------------------------------------------------------------------------
Long-term debt obligations                     $    17,009   $       880    $    3,735    $    2,612     $      9,782
Commercial paper obligations                           999           999             -             -                -
Operating lease obligations                          1,365           321           492           314              238
Purchase obligations                                 2,296           901           962           232              201
- -----------------------------------------------------------------------------------------------------------------------
Total Contractual Obligations                  $    21,669   $     3,101    $    5,189    $   3,158      $     10,221
=======================================================================================================================


Market Risk

We are exposed to market risks primarily from changes in interest rates and foreign currency exchange rates.  In managing exposure to
these fluctuations, we may engage in various hedging transactions that have been authorized according to documented policies and
procedures.  We do not use derivatives for trading purposes, to generate income or to engage in speculative activity.  Our capital
costs are directly linked to financial and business risks.  We seek to manage the potential negative effects from market volatility
and market risk.  The majority of our financial instruments are medium- and long-term fixed rate notes and debentures.  Fluctuations
in market interest rates can lead to significant fluctuations in the fair value of these notes and debentures.  It is our policy to
manage our debt structure and foreign exchange exposure in order to manage capital costs, control financial risks and maintain
financial flexibility over the long term.  Where appropriate, we will take actions to limit the negative effect of interest and
foreign exchange rates, liquidity and counterparty risks on shareowner value.

Quantitative Information About Market Risk

Interest Rate Sensitivity  The principal amounts by expected maturity, average interest rate and fair value of our liabilities that
are exposed to interest rate risk are described in Notes 7 and 8.  Following are our interest rate derivatives subject to interest
rate risk as of December 31, 2003.  The interest rates illustrated in the interest rate swaps section of the table below refer to the
average expected rates we would receive and the average expected rates we would pay based on the contracts.  The notional amount is
the principal amount of the debt subject to the interest rate swap contracts.  The fair value represents the amount we would receive
if we exited the contracts as of December 31, 2003.

- ----------------------------------------------------------------------------------------------------------------------------
                                                                           Maturity
                                   -----------------------------------------------------------------------------------------
                                                                                                                   Fair
                                                                                            After                  Value
                                     2004       2005       2006       2007       2008       2008       Total     12/31/03
- ----------------------------------------------------------------------------------------------------------------------------
Interest Rate Derivatives
- ----------------------------------------------------------------------------------------------------------------------------
Interest Rate Swaps:
- ----------------------------------------------------------------------------------------------------------------------------
Receive Fixed/Pay Variable
   Notional Amount                        -          -     $1,000          -            -   $2,500     $3,500        $90
Variable Rate Payable 1                 2.8%       4.2%       5.2%       6.1%         6.5%     7.0%
Weighted Average Fixed
   Rate Receivable                      5.9%       5.9%       5.9%       6.0%         6.0%     5.9%
- ----------------------------------------------------------------------------------------------------------------------------

Lease Obligations
- ----------------------------------------------------------------------------------------------------------------------------
Variable Rate Leases 2                  $53          -          -          -          -          -     $   53        $53
Average Interest Rate 2                 1.4%         -          -          -          -          -
- ----------------------------------------------------------------------------------------------------------------------------
1  Interest payable based on current and implied forward rates for Three or Six Month LIBOR plus a spread ranging between
   approximately 64 and 170 basis points.
2  Average interest rate as of December 31, 2003 based on current and implied forward rates for One Month LIBOR plus 30 basis points.
   The lease obligations require interest payments only until their maturity in March 2004.

In August 2003 we entered into $1,000 in variable interest rate swap contracts on our 5.875% fixed rate debt which matures in August
2012.  In the fourth quarter of 2003 we entered into two variable rate swap contracts on our fixed rate debt.  We entered into $1,000
in variable rate swap contracts on our 5.875% fixed rate debt which matures in February 2012 and $500 in variable rate swap contracts
on our 6.25% fixed rate debt which matures in March 2011.  At December 31, 2003 we had interest rate swaps with a notional value of
$3,500 and a fair value of approximately $90.  All of our interest rate swaps were designed with exactly matching maturity dates of
the underlying debt to which they are related, allowing for perfectly effective hedges.  At December 31, 2002, we had interest rate
swaps with a notional value of $1,000 and a fair value of approximately $79.

In January 2004, we entered into $750 in variable interest rate swap contracts on our 6.25% fixed rate debt that matures in March
2011.

Qualitative Information About Market Risk

Foreign Exchange Risk  From time to time, we make investments in businesses in foreign countries, are paid dividends, receive
proceeds from sales or borrow funds in foreign currency.  Before making an investment, or in anticipation of a foreign currency
receipt, we often will enter into forward foreign exchange contracts.  The contracts are used to provide currency at a fixed rate.
Our policy is to measure the risk of adverse currency fluctuations by calculating the potential dollar losses resulting from changes
in exchange rates that have a reasonable probability of occurring.  We cover the exposure that results from changes that exceed
acceptable amounts.  We do not speculate in foreign exchange markets.

Interest Rate Risk  We issue debt in fixed and floating rate instruments.  Interest rate swaps are used for the purpose of
controlling interest expense by managing the mix of fixed and floating rate debt.  We do not seek to make a profit from changes in
interest rates.  We manage interest rate sensitivity by measuring potential increases in interest expense that would result from a
probable change in interest rates.  When the potential increase in interest expense exceeds an acceptable amount, we reduce risk
through the issuance of fixed rate (in lieu of variable rate) instruments and purchasing derivatives.


Cautionary Language Concerning Forward-Looking Statements

Information set forth in this report contains forward-looking statements that are subject to risks and uncertainties.  We claim the
protection of the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.

The following factors could cause our future results to differ materially from those expressed in the forward-looking statements:

o       Adverse economic changes in the markets served by SBC or in countries in which SBC has significant investments.
o       Changes in available technology and the effects of such changes including product substitutions and deployment costs.
o       Uncertainty in the U.S. securities market and adverse medical cost trends.
o       The final outcome of Federal Communications Commission proceedings and re-openings of such proceedings, including the
        Triennial Review and other rulemakings, and judicial review, if any, of such proceedings, including issues relating to access
        charges, availability and pricing of unbundled network elements and platforms (UNE-Ps) and unbundled loop and transport elements
        (EELs).
o       The final outcome of state regulatory proceedings in SBC's 13-state area and re-openings of such proceedings, and judicial
        review, if any, of such proceedings, including proceedings relating to interconnection terms, access charges, universal service,
        UNE-Ps and resale and wholesale rates, SBC's broadband initiative known as Project Pronto, performance measurement plans, service
        standards and reciprocal compensation.
o       Enactment of additional state, federal and/or foreign regulatory laws and regulations pertaining to our subsidiaries and
        foreign investments.
o       Our ability to absorb revenue losses caused by UNE-P requirements and increasing competition and to maintain capital
        expenditures.
o       The extent of competition in SBC's 13-state area and the resulting pressure on access line totals and wireline and wireless
        operating margins.
o       Our ability to develop attractive and profitable product/service offerings to offset increasing competition in our wireline
        and wireless markets.
o       The ability of our competitors to offer product/service offerings at lower prices due to adverse regulatory decisions,
        including state regulatory proceedings relating to UNE-Ps and non-regulation of comparable alternative technologies (e.g., VoIP).
o       The outcome of current labor negotiations and its effect on operations and financial results.
o       The issuance by the Financial Accounting Standards Board or other accounting oversight bodies of new accounting standards or
        changes to existing standards.
o       The impact of the wireless joint venture with BellSouth, known as Cingular, including marketing and product-development
        efforts, customer acquisition and retention costs, access to additional spectrum, technological advancements, industry
        consolidation and availability and cost of capital.
o       Changes in our corporate strategies, such as changing network requirements or acquisitions and dispositions, to respond to
        competition and regulatory and technology developments.

Readers are cautioned that other factors discussed in this report, although not enumerated here, also could materially impact our
future earnings.


SBC Communications Inc.
Consolidated Statements of Income
Dollars in millions except per share amounts
- --------------------------------------------------------------------------------------------------------------------------------------
                                                                                           2003              2002               2001
- --------------------------------------------------------------------------------------------------------------------------------------
Operating Revenues
Voice                                                                             $      22,134     $      24,752      $      26,694
Data                                                                                     10,150             9,639              9,631
Long-distance voice                                                                       2,561             2,324              2,530
Directory advertising                                                                     4,317             4,504              4,518
Other                                                                                     1,681             1,919              2,535
- --------------------------------------------------------------------------------------------------------------------------------------
Total operating revenues                                                                 40,843            43,138             45,908
- --------------------------------------------------------------------------------------------------------------------------------------

Operating Expenses
Cost of sales (exclusive of depreciation and amortization shown
   separately below)                                                                     16,653            16,362             16,940
Selling, general and administrative                                                       9,851             9,575              9,383
Depreciation and amortization                                                             7,870             8,578              9,077
- --------------------------------------------------------------------------------------------------------------------------------------
Total operating expenses                                                                 34,374            34,515             35,400
- --------------------------------------------------------------------------------------------------------------------------------------
Operating Income                                                                          6,469             8,623             10,508
- --------------------------------------------------------------------------------------------------------------------------------------

Other Income (Expense)
Interest expense                                                                         (1,241)           (1,382)            (1,599)
Interest income                                                                             603               561                682
Equity in net income of affiliates                                                        1,253             1,921              1,595
Other income (expense) - net                                                              1,817               734               (236)
- --------------------------------------------------------------------------------------------------------------------------------------
Total other income (expense)                                                              2,432             1,834                442
- --------------------------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes                                                                8,901            10,457             10,950
- --------------------------------------------------------------------------------------------------------------------------------------
Income taxes                                                                              2,930             2,984              3,942
- --------------------------------------------------------------------------------------------------------------------------------------
Income Before Extraordinary Item
   and Cumulative Effect of Accounting Changes                                            5,971             7,473              7,008
- --------------------------------------------------------------------------------------------------------------------------------------
Extraordinary item, net of tax                                                               (7)                -                  -
Cumulative effect of accounting changes, net of tax                                       2,541            (1,820)                 -
- --------------------------------------------------------------------------------------------------------------------------------------
Net Income                                                                        $       8,505     $       5,653      $       7,008
======================================================================================================================================

Earnings Per Common Share:
  Income Before Extraordinary Item
     and Cumulative Effect of Accounting Changes                                  $        1.80     $        2.24      $      2.08
  Net Income                                                                      $        2.56     $        1.70      $      2.08
======================================================================================================================================

Earnings Per Common Share - Assuming Dilution:
  Income Before Extraordinary Item
    and Cumulative Effect of Accounting Changes                                   $        1.80     $       2.23       $      2.07
  Net Income                                                                      $        2.56     $       1.69       $      2.07
======================================================================================================================================
The accompanying notes are an integral part of the consolidated financial statements.




SBC Communications Inc.
Consolidated Balance Sheets
Dollars in millions except per share amounts
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                       December 31,
                                                                                               ------------------------------
                                                                                                     2003            2002
- -----------------------------------------------------------------------------------------------------------------------------
Assets
Current Assets
Cash and cash equivalents                                                                    $      4,806    $      3,567
Accounts receivable - net of allowances for uncollectibles of $914 and $1,427                       6,178           8,540
Short-term investments                                                                                378               1
Prepaid expenses                                                                                      760             687
Deferred income taxes                                                                                 712             704
Other current assets                                                                                1,134             590
- -----------------------------------------------------------------------------------------------------------------------------
Total current assets                                                                               13,968          14,089
- -----------------------------------------------------------------------------------------------------------------------------
Property, Plant and Equipment - Net                                                                52,128          48,490
- -----------------------------------------------------------------------------------------------------------------------------
Goodwill                                                                                            1,611           1,643
- -----------------------------------------------------------------------------------------------------------------------------
Investments in Equity Affiliates                                                                    6,947           5,887
- -----------------------------------------------------------------------------------------------------------------------------
Investments in and Advances to Cingular Wireless                                                   11,003          10,468
- -----------------------------------------------------------------------------------------------------------------------------
Other Assets                                                                                       14,509          14,480
- -----------------------------------------------------------------------------------------------------------------------------
Total Assets                                                                                 $    100,166    $     95,057
=============================================================================================================================

Liabilities and Shareowners' Equity
Current Liabilities
Debt maturing within one year                                                                $      1,879    $      3,505
Accounts payable and accrued liabilities                                                           10,870           9,413
Accrued taxes                                                                                         478             870
Dividends payable                                                                                   1,033             895
- -----------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                          14,260          14,683
- -----------------------------------------------------------------------------------------------------------------------------
Long-Term Debt                                                                                     16,060          18,536
- -----------------------------------------------------------------------------------------------------------------------------
Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes                                                                              15,079          10,726
Postemployment benefit obligation                                                                  12,692          14,094
Unamortized investment tax credits                                                                    220             244
Other noncurrent liabilities                                                                        3,607           3,575
- -----------------------------------------------------------------------------------------------------------------------------
Total deferred credits and other noncurrent liabilities                                            31,598          28,639
- -----------------------------------------------------------------------------------------------------------------------------
Shareowners' Equity
Preferred shares ($1 par value, 10,000,000 authorized: none issued)                                     -               -
Common shares ($1 par value, 7,000,000,000 authorized: issued
    3,433,124,836 at December 31, 2003 and 2002)                                                    3,433           3,433
Capital in excess of par value                                                                     13,010          12,999
Retained earnings                                                                                  27,635          23,802
Treasury shares (127,889,010 at December 31, 2003 and
   115,483,544 at December 31, 2002, at cost)                                                      (4,698)         (4,584)
Additional minimum pension liability adjustment                                                    (1,132)         (1,473)
Accumulated other comprehensive income                                                                  -            (978)
- -----------------------------------------------------------------------------------------------------------------------------
Total shareowners' equity                                                                          38,248          33,199
- -----------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareowners' Equity                                                    $    100,166    $     95,057
=============================================================================================================================
The accompanying notes are an integral part of the consolidated financial statements.




SBC Communications Inc.
Consolidated Statements of Cash Flows
Dollars in millions, increase (decrease) in cash and cash equivalents
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                             2003            2002            2001
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Activities
Net income                                                                            $     8,505     $     5,653     $     7,008
Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation and amortization                                                            7,870           8,578           9,077
   Undistributed earnings from investments in equity affiliates                              (965)         (1,586)           (755)
   Provision for uncollectible accounts                                                       869           1,407           1,384
   Amortization of investment tax credits                                                     (24)            (30)            (44)
   Deferred income tax expense                                                              3,444           2,472           1,971
   Gain on sales of investments                                                            (1,775)           (794)           (498)
   Extraordinary item, net of tax                                                               7               -               -
   Cumulative effect of accounting changes, net of tax                                     (2,541)          1,820               -
   Retirement benefit funding                                                              (1,645)             (3)              -
   Changes in operating assets and liabilities:
     Accounts receivable                                                                     (154)           (571)           (672)
     Other current assets                                                                    (148)            486             (61)
     Accounts payable and accrued liabilities                                                 521          (1,943)         (2,364)
   Other - net                                                                               (447)           (279)           (241)
- ------------------------------------------------------------------------------------------------------------------------------------
Total adjustments                                                                           5,012           9,557           7,797
- ------------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities                                                  13,517          15,210          14,805
- ------------------------------------------------------------------------------------------------------------------------------------
Investing Activities
Construction and capital expenditures                                                      (5,219)         (6,808)        (11,189)
Investments in affiliates - net                                                                 -            (139)          1,482
Purchases of marketable securities                                                           (710)              -               -
Maturities of marketable securities                                                           248               -             510
Purchases of other investments                                                               (436)              -               -
Dispositions                                                                                3,020           4,349           1,254
Acquisitions                                                                                   (8)           (731)           (445)
Other                                                                                           -               1               1
- ------------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                                                      (3,105)         (3,328)         (8,387)
- ------------------------------------------------------------------------------------------------------------------------------------
Financing Activities
Net change in short-term borrowings with original maturities of three months or less          (78)         (1,791)         (2,733)
Issuance of other short-term borrowings                                                         -           4,618           7,481
Repayment of other short-term borrowings                                                   (1,070)         (7,718)         (4,170)
Issuance of long-term debt                                                                      -           2,251           3,732
Repayment of long-term debt                                                                (3,098)         (1,499)         (4,036)
Early extinguishment of corporation-obligated mandatorily redeemable
  preferred securities of subsidiary trusts                                                     -               -          (1,000)
Purchase of treasury shares                                                                  (490)         (1,456)         (2,068)
Issuance of treasury shares                                                                   102             147             323
Redemption of preferred shares of subsidiaries                                                  -               -            (470)
Issuance of preferred shares of subsidiaries                                                    -              43               -
Dividends paid                                                                             (4,539)         (3,557)         (3,456)
Other                                                                                           -             (56)             39
- ------------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Financing Activities                                                      (9,173)         (9,018)         (6,358)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                                   1,239           2,864              60
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents beginning of year                                                 3,567             703             643
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents End of Year                                                 $     4,806     $     3,567     $       703
====================================================================================================================================
The accompanying notes are an integral part of the consolidated financial statements.




SBC Communications Inc.
Consolidated Statements of Shareowners' Equity
Dollars and shares in millions except per share amounts
- --------------------------------------------------------------------------------------------------------------------------------------------

                                                                            2003                     2002                    2001
- --------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Shares       Amount      Shares      Amount      Shares      Amount
- --------------------------------------------------------------------------------------------------------------------------------------------
Common Stock
Balance at beginning of year                                            3,433    $     3,433     3,433   $     3,433     3,433   $    3,433
- --------------------------------------------------------------------------------------------------------------------------------------------
Balance at end of year                                                  3,433    $     3,433     3,433   $     3,433     3,433   $    3,433
============================================================================================================================================
Capital in Excess of Par Value
Balance at beginning of year                                                     $   12,999              $   12,820              $   12,611
Issuance of shares                                                                     (181)                   (165)                   (281)
Stock option expense                                                                    183                     390                     380
Other                                                                                     9                     (46)                    110
- --------------------------------------------------------------------------------------------------------------------------------------------
Balance at end of year                                                           $   13,010              $   12,999              $   12,820
============================================================================================================================================
Retained Earnings
Balance at beginning of year                                                     $   23,802              $   21,737              $   18,174
Net income ($2.56, $1.70 and $2.08 per share)                                         8,505                   5,653                   7,008
Dividends to shareowners
  ($1.41, $1.08 and $1.025 per share)                                                (4,674)                 (3,591)                 (3,448)
Other                                                                                     2                       3                       3
- --------------------------------------------------------------------------------------------------------------------------------------------
Balance at end of year                                                           $   27,635              $   23,802              $   21,737
============================================================================================================================================
Treasury Shares
Balance at beginning of year                                            (115)    $   (4,584)      (79)   $   (3,482)      (46)   $   (2,071)
Purchase of shares                                                       (21)          (490)      (44)       (1,456)      (47)       (2,068)
Issuance of shares                                                         8            376         8           354        14           657
- --------------------------------------------------------------------------------------------------------------------------------------------
Balance at end of year                                                  (128)    $   (4,698)     (115)   $   (4,584)      (79)   $   (3,482)
============================================================================================================================================
Additional Minimum Pension Liability Adjustment
Balance at beginning of year                                                     $   (1,473)             $        -              $        -
Required charge (net of taxes of $210 and $904)                                         341                  (1,473)                      -
- --------------------------------------------------------------------------------------------------------------------------------------------
Balance at end of year                                                           $   (1,132)             $   (1,473)             $        -
============================================================================================================================================
Accumulated Other Comprehensive Income, net of tax
Balance at beginning of year                                                     $     (978)             $   (1,589)             $   (1,307)
Foreign currency translation adjustment,
  net of taxes of $302, $309 and $(172)                                                 561                     628                    (320)
Unrealized gains (losses) on available-for-sale securities,
  net of taxes of $264, $(19) and $(35)                                                 536                     (38)                    (64)
Less reclassification adjustment for net (gains) losses
  included in net income                                                               (119)                      7                       5
Less reclassification adjustment for loss
  included in deferred revenue                                                            -                      14                      97
- --------------------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss)                                                       978                     611                    (282)
- --------------------------------------------------------------------------------------------------------------------------------------------
Balance at end of year                                                           $        -              $     (978)             $   (1,589)
============================================================================================================================================
Total Comprehensive Income
Net income                                                                       $    8,505              $    5,653              $    7,008
Additional minimum pension liability adjustment per above                               341                  (1,473)                      -
Other comprehensive income (loss) per above                                             978                     611                    (282)
- --------------------------------------------------------------------------------------------------------------------------------------------
Total Comprehensive Income                                                       $    9,824              $    4,791              $    6,726
============================================================================================================================================
The accompanying notes are an integral part of the consolidated financial statements.


Notes to Consolidated Financial Statements
Dollars in millions except per share amounts

Note 1.  Summary of Significant Accounting Policies

     Basis of Presentation - Throughout this document, SBC Communications Inc. is referred to as "we" or "SBC".  The consolidated
     financial statements include the accounts of SBC and our majority-owned subsidiaries.  Our subsidiaries and affiliates operate in
     the communications services industry both domestically and worldwide providing wireline and wireless telecommunications services
     and equipment as well as directory advertising and publishing services.

     All significant intercompany transactions are eliminated in the consolidation process.  Investments in partnerships, joint
     ventures, including Cingular Wireless (Cingular), and less than majority-owned subsidiaries where we have significant influence
     are accounted for under the equity method.  We account for our 60% economic interest in Cingular under the equity method since we
     share control equally (i.e., 50/50) with our 40% economic partner in the joint venture.  We have equal voting rights and
     representation on the board of directors that controls Cingular.  Earnings from certain foreign investments accounted for using
     the equity method are included for periods ended within up to three months of our year end (see Note 6).

     In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46 "Consolidation of Variable
     Interest Entities, an Interpretation of Accounting Research Bulletin (ARB) No. 51" (FIN 46).  FIN 46 provides guidance for
     determining whether an entity is a variable interest entity (VIE), and which equity investor of that VIE, if any, should include
     the VIE in its consolidated financial statements.  In December 2003, the FASB staff revised FIN 46 to clarify some of the
     provisions.  For certain VIEs, FIN 46 became effective for periods ending after December 15, 2003.  In 2003, we recorded an
     extraordinary loss of $7, net of taxes of $4, related to consolidation of real estate leases under FIN 46.  In addition, the
     revision delayed the effective date for application of FIN 46 by large public companies, such as us, until periods ending after
     March 15, 2004 for all types of VIEs other than special-purpose entities, including our investment in Cingular.  We are currently
     evaluating how the provisions of FIN 46 will affect our accounting for Cingular.

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP)
     requires management to make estimates and assumptions that affect the amounts reported in the financial statements and
     accompanying notes, including estimates of probable losses and expenses.  Actual results could differ from those estimates.  We
     have reclassified certain amounts in prior-period financial statements to conform to the current year's presentation.

     Income Taxes - Deferred income taxes are provided for temporary differences between the carrying amounts of assets and
     liabilities for financial reporting purposes and the amounts used for tax purposes.  We provide valuation allowances against the
     deferred tax assets for amounts when the realization is uncertain.

     Investment tax credits earned prior to their repeal by the Tax Reform Act of 1986 are amortized as reductions in income tax
     expense over the lives of the assets which gave rise to the credits.

     Cash Equivalents - Cash and cash equivalents include all highly liquid investments with original maturities of three months or
     less, and the carrying amounts approximate fair value.  In addition to cash, our cash equivalents include municipal securities,
     money market funds and variable-rate securities (auction rate and/or preferred securities issued by domestic or foreign
     corporations, municipalities or closed-end management investment companies).  At December 31, 2003, we held $309 in cash, $356 in
     municipal securities, $1,705 in variable-rate securities, $2,399 in money market funds and $37 in other cash equivalents.

     Investment Securities - Investments in securities principally consist of held-to-maturity or available-for-sale instruments.
     Short-term and long-term investments in money market securities and other auction-type securities are carried as held-to-maturity
     securities.  Available-for-sale securities consist of various debt and equity securities that are long-term in nature.
     Unrealized gains and losses on available-for-sale securities, net of tax, are recorded in accumulated other comprehensive income.

     Revenue Recognition - Revenues and associated expenses related to nonrefundable, upfront wireline service activation fees are
     deferred and recognized over the average customer life of five years.  Expenses, though exceeding revenue, are only deferred to
     the extent of revenue.

     Certain revenues derived from local telephone, long-distance, data and wireless services (principally fixed fees) are billed
     monthly in advance and are recognized the following month when services are provided.  Other revenues derived from
     telecommunications services, principally long-distance and wireless airtime usage (in excess or in lieu of fixed fees) and
     network access, are recognized monthly as services are provided.

     Prior to 2003, we recognized revenues and expenses related to publishing directories on the "issue basis" method of accounting,
     which recognizes the revenues and expenses at the time the initial delivery of the related directory is completed.  See the
     discussion of our 2003 change in directory accounting in the "Cumulative Effect of Accounting Changes" section below.

     The Emerging Issues Task Force (EITF), a task force established to assist the FASB on significant emerging accounting issues, has
     issued EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables" (EITF 00-21).  EITF 00-21 addresses certain
     aspects of accounting for sales that involve multiple revenue-generating products and/or services sold under a single contractual
     agreement.  For us, this rule became effective for sales agreements entered into beginning July 1, 2003 and it did not have a
     material effect on our consolidated financial statements.

     Allowance for Uncollectibles - Our bad debt allowance is estimated primarily based on analysis of history and future expectations
     of our retail and our wholesale customers in each of our operating companies.  For retail customers, our estimates are based on
     our actual historical write-offs, net of recoveries, and the aging of accounts receivable balances.  Our assumptions are reviewed
     at least quarterly and adjustments are made to our bad debt allowance as appropriate.  For our wholesale customers, we use a
     statistical model based on our aging of accounts receivable balances.  Our risk categories, risk percentages and reserve balance
     assumptions built into the model are reviewed monthly and the bad debt allowance is adjusted accordingly.

     Reporting Gains and Losses from Extinguishment of Debt
     On January 1, 2003, we adopted Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and
     64, Amendment of FASB Statement No. 13, and Technical Corrections," (FAS 145).  The standard, among other changes, rescinded FASB
     Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt, an amendment of APB Opinion No. 30".  As a result, the
     criteria in APB Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a
     Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," now will be used to classify gains and
     losses from extinguishment of debt.  In accordance with the provisions of FAS 145, we have reclassified our 2001 loss of $18 (net
     of taxes of $10) related to the early redemption of $1,000 of our corporation-obligated mandatorily redeemable preferred
     securities of subsidiary trusts from an extraordinary loss to an ordinary loss.  The effect of this reclassification was to
     decrease our previously reported 2001 income before extraordinary item and cumulative effect of accounting change by $18, or
     $0.01 per share, with no impact on our net income.

     Cumulative Effect of Accounting Changes

     Directory accounting
     Effective January 1, 2003, we changed our method of recognizing revenues and expenses related to publishing directories from the
     "issue basis" method to the "amortization" method.  The issue basis method recognizes revenues and expenses at the time the
     initial delivery of the related directory is completed.  Consequently, quarterly income tends to vary with the number and size of
     directory titles published during a quarter.  The amortization method recognizes revenues and expenses ratably over the life of
     the directory, which is typically 12 months.  Consequently, quarterly income tends to be more consistent over the course of a
     year.  We decided to change methods because the amortization method has now become the more prevalent method used among
     significant directory publishers.  This change will allow a more meaningful comparison between our directory segment and other
     publishing companies (or publishing segments of larger companies).

     Our directory accounting change resulted in a noncash charge of $1,136, net of an income tax benefit of $714, recorded as a
     cumulative effect of accounting change on the Consolidated Statement of Income as of January 1, 2003.  The effect of this change
     was to increase consolidated pre-tax income and our directory segment income for 2003 by $80 ($49 net of tax, or $0.01 per
     diluted share).   We included the deferred revenue balance in the "Accounts payable and accrued liabilities" line item on our
     balance sheet.

     Depreciation accounting
     On January 1, 2003, we adopted Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations"
     (FAS 143).  FAS 143 sets forth how companies must account for the costs of removal of long-lived assets when those assets are no
     longer used in a company's business, but only if a company is legally required to remove such assets.  FAS 143 requires that
     companies record the fair value of the costs of removal in the period in which the obligations are incurred and capitalize that
     amount as part of the book value of the long-lived asset.  To determine whether we have a legal obligation to remove our
     long-lived assets, we reviewed state and federal law and regulatory decisions applicable to our subsidiaries, primarily our
     wireline subsidiaries, which have long-lived assets.  Based on this review, we concluded that we are not legally required to
     remove any of our long-lived assets, except in a few minor instances.

     However, in November 2002, we were informed that the Securities and Exchange Commission (SEC) staff concluded that certain
     provisions of FAS 143 require that we exclude costs of removal from depreciation rates and accumulated depreciation balances in
     certain circumstances upon adoption, even where no legal removal obligations exist.  In our case, this means that for plant
     accounts where our estimated costs of removal exceed the estimated salvage value, we are prohibited from accruing removal costs
     in those depreciation rates and accumulated depreciation balances in excess of the salvage value.  For our other long-lived
     assets, where our estimated costs of removal are less than the estimated salvage value, we will continue to accrue the costs of
     removal in those depreciation rates and accumulated depreciation balances.

     Therefore, in connection with the adoption of FAS 143 on January 1, 2003, we reversed all existing accrued costs of removal for
     those plant accounts where our estimated costs of removal exceeded the estimated salvage value.  The noncash gain resulting from
     this reversal was $3,684, net of deferred taxes of $2,249, recorded as a cumulative effect of accounting change on the
     Consolidated Statement of Income as of January 1, 2003.

     During the fourth quarter of 2003, TDC A/S (TDC), the Danish national communications company in which we hold an investment
     accounted for on the equity method, recorded a loss upon adoption of FAS 143.  Our share of that loss was $7, which included no
     tax effect.  This noncash charge of $7 was also recorded as a cumulative effect of accounting change on the Consolidated
     Statement of Income as of January 1, 2003.

     Beginning in 2003, for those plant accounts where our estimated costs of removal previously exceeded the estimated salvage value,
     we expense all costs of removal as we incur them (previously those costs had been recorded in our depreciation rates).  As a
     result, our 2003 depreciation expense decreased and our operations and support expense increased as these assets were removed
     from service.  The effect of this change was to increase consolidated pre-tax income and our wireline segment income for 2003 by
     $280 ($172 net of tax, or $0.05 per diluted share).  However, over the life of the assets, total operating expenses recognized
     under this new accounting method will be approximately the same as under the previous method (assuming the cost of removal would
     be the same under both methods).

     Goodwill and other intangible assets accounting
     On January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" (FAS
     142).  Adoption of FAS 142 means that we stopped amortizing goodwill, and at least annually we will test the remaining book value
     of goodwill for impairment.  Any impairments subsequent to adoption will be recorded in operating expenses.  We also stopped
     amortizing goodwill recorded on our equity investments.  This embedded goodwill will continue to be tested for impairment under
     the accounting rules for equity investments, which are based on comparisons between fair value and carrying value.  Our total
     cumulative effect of accounting change from adopting FAS 142 was a noncash charge of $1,820, net of an income tax benefit of $5,
     recorded as of January 1, 2002.

     Adjusted results
     The amounts in the following table have been adjusted assuming that we had retroactively applied the new directory and
     depreciation accounting methods, and goodwill and equity method amortization discussed above.  (FAS 142 did not allow retroactive
     application of the new impairment accounting method, and did not allow these adjusted results to exclude the cumulative effect of
     accounting change from adopting FAS 142.)

      Year Ended December 31,                                            2003            2002            2001
      --------------------------------------------------------------------------------------------------------
      Income before extraordinary item and cumulative effect of
         accounting changes - as reported                         $      5,971    $    7,473    $       7,008
      Directory change, net of tax                                           -          (107)            (145)
      Depreciation change, net of tax                                        -           172              172
      Goodwill amortization, net of tax                                      -             -              201
      Equity method amortization, net of tax                                 -             -              258
      --------------------------------------------------------------------------------------------------------
      Income before extraordinary item and cumulative effect of
        accounting changes - as adjusted                          $      5,971    $     7,538   $       7,494
      ========================================================================================================
      Basic earnings per share:
        Income before extraordinary item and cumulative effect
        of accounting changes - as reported                       $       1.80    $      2.24   $        2.08
        Directory change, net of tax                                         -          (0.03)          (0.04)
        Depreciation change, net of tax                                      -           0.05            0.05
        Goodwill amortization, net of tax                                    -              -            0.06
        Equity method amortization, net of tax                               -              -            0.08
      --------------------------------------------------------------------------------------------------------
      Income before extraordinary item and cumulative effect      $       1.80    $      2.26   $        2.23
        of accounting changes - as adjusted
      ========================================================================================================
      Diluted earnings per share:
        Income before extraordinary item and cumulative effect
        of accounting changes - as reported                       $       1.80    $      2.23   $        2.07
        Directory change, net of tax                                         -          (0.03)          (0.04)
        Depreciation change, net of tax                                      -           0.05            0.05
        Goodwill amortization, net of tax                                    -              -            0.05
        Equity method amortization, net of tax                               -              -            0.08
      --------------------------------------------------------------------------------------------------------
      Income before extraordinary item and cumulative effect      $       1.80    $      2.25   $        2.21
        of accounting changes - as adjusted
      ========================================================================================================
      Net income - as reported                                    $      8,505    $     5,653   $       7,008
      Remove extraordinary item and cumulative effect
        of accounting changes                                           (2,534)             -               -
      Directory change, net of tax                                           -           (107)           (145)
      Depreciation change, net of tax                                        -            172             172
      Goodwill amortization, net of tax                                      -              -             201
      Equity method amortization, net of tax                                 -              -             258
      --------------------------------------------------------------------------------------------------------
      Net income - as adjusted                                    $      5,971    $     5,718   $       7,494
      ========================================================================================================
      Basic earnings per share:
        Net income - as reported                                  $       2.56    $      1.70   $        2.08
        Remove extraordinary item and cumulative effect
           of accounting changes                                         (0.76)             -               -
        Directory change, net of tax                                         -          (0.03)          (0.04)
        Depreciation change, net of tax                                      -           0.05            0.05
        Goodwill amortization, net of tax                                    -              -            0.06
        Equity method amortization, net of tax                               -              -            0.08
      --------------------------------------------------------------------------------------------------------
        Net income - as adjusted                                 $        1.80    $       1.72  $        2.23
      ========================================================================================================
      Diluted earnings per share:
        Net income - as reported                                 $        2.56    $       1.69  $        2.07
        Remove extraordinary item and cumulative effect
           of accounting changes                                         (0.76)              -              -
        Directory change, net of tax                                         -           (0.03)         (0.04)
        Depreciation change, net of tax                                      -            0.05           0.05
        Goodwill amortization, net of tax                                    -               -           0.05
        Equity method amortization, net of tax                               -               -           0.08
      --------------------------------------------------------------------------------------------------------
        Net income - as adjusted                                 $        1.80    $       1.71  $        2.21
      ========================================================================================================

     Property, Plant and Equipment - Property, plant and equipment is stated at cost.  The cost of additions and substantial
     improvements to property, plant and equipment is capitalized.  The cost of maintenance and repairs of property, plant and
     equipment is charged to operating expenses.  Property, plant and equipment are depreciated using straight-line methods over their
     estimated economic lives.  Certain subsidiaries follow composite group depreciation methodology; accordingly, when a portion of
     their depreciable property, plant and equipment is retired in the ordinary course of business, the gross book value is
     reclassified to accumulated depreciation; no gain or loss is recognized on the disposition of this plant.

     Software Costs - It is our policy to capitalize certain costs incurred in connection with developing or obtaining internal use
     software.  Capitalized software costs are included in Property, Plant and Equipment and are being amortized over three years.
     Software costs that do not meet capitalization criteria are expensed immediately.

     Goodwill - Goodwill represents the excess of consideration paid over net assets acquired in business combinations.  Beginning in
     2002, goodwill is not amortized, but is tested annually for impairment (see above discussion under "Cumulative Effect of
     Accounting Changes").  We have completed our annual impairment testing for 2003 and determined that no impairment exists.  During
     2003, the carrying amount of our goodwill decreased $32 primarily due to the third quarter 2003 sale of a division of our
     subsidiary Sterling Commerce Inc. (Sterling).

     Advertising Costs - Advertising costs for advertising products and services or promoting our corporate image are expensed as
     incurred.

     Foreign Currency Translation - Our foreign investments generally report their earnings in their local currencies.  We translate
     our share of their foreign assets and liabilities at exchange rates in effect at the balance sheet dates.  We translate our share
     of their revenues and expenses using average rates during the year.  The resulting foreign currency translation adjustments are
     recorded as a separate component of accumulated other comprehensive income in the accompanying Consolidated Balance Sheets.
     Gains and losses resulting from exchange rate changes on transactions denominated in a currency other than the local currency are
     included in earnings as incurred.

     Derivative Financial Instruments - We record derivatives on the balance sheet at fair value.  We do not invest in derivatives for
     trading purposes.  We use derivatives from time to time as part of our strategy to manage risks associated with our contractual
     commitments.  For example, we use interest rate swaps to limit exposure to changes in interest rates on our debt obligations and
     foreign currency forward-exchange contracts to limit exposure to changes in foreign currency rates for transactions related to
     our foreign investments (see Note 8).  We include gains or losses from interest rate swaps when paid or received in interest
     expense on our Consolidated Statements of Income.  We include gains or losses from foreign currency forward exchange contracts as
     part of the transaction to which the forward exchange contract relates.

     Stock-Based Compensation - As discussed more fully in Note 12, under various plans, senior and other management and nonmanagement
     employees and nonemployee directors have received stock options, performance stock units, and other nonvested stock units.  We
     account for these plans using the preferable fair value recognition provisions of Statement of Financial Accounting Standards No.
     123, "Accounting for Stock-Based Compensation" (FAS 123).  Under this method, the estimated fair value of the options granted is
     amortized to expense over the options' vesting period.

     Pension and Postretirement Benefits - See Note 10 for a comprehensive discussion of our pension and postretirement benefit
     expense, including a discussion of the actuarial assumptions.

Note 2.  Acquisitions, Dispositions, and Valuation and Other Adjustments

     Restructuring of Investments - In the fourth quarter of 2002, we internally restructured our ownership in several investments,
     including Sterling.  As part of this restructuring, a newly created subsidiary borrowed $244 from an independent party at an
     annual interest rate of 4.79%, repayable in five years (see Note 7).  Additionally, a total of $43 of preferred securities in
     subsidiaries was sold to independent parties.  The preferred interests receive preferred dividends at a 5.79% annual rate, paid
     quarterly (see Note 8).  As we remain the primary beneficiary after the restructuring, the preferred securities are classified as
     "Other noncurrent liabilities" on our Consolidated Balance Sheets, and no gain or loss was recorded on the transaction.  As a
     result, we recognized in net income $280 of tax benefits on certain financial expenses and losses that were not previously
     eligible for deferred tax recognition (see Note 9).

     Acquisitions - In November 2001, we acquired the shares of Prodigy Communications Corporation (Prodigy) that we did not already
     own through a cash tender offer followed by a merger of a subsidiary into Prodigy.  We paid approximately $470 and assumed debt
     of $105.  This transaction resulted in approximately $589 in goodwill.  The majority of the shares we bought in the cash tender
     offer were from persons or entities affiliated with Telefonos de Mexico, S.A. de C.V. (Telmex), of which we own approximately
     8.0%.

     Dispositions - In the fourth quarter of 2002, we agreed to sell our 15% interest in Cegetel S.A. (Cegetel) to Vodafone Group PLC
     (Vodafone).  The pending sale removed our significant influence and required us to change our accounting for Cegetel to the cost
     method from the equity method.  With this change, the value of our investment is reflected in the "Other Assets" line on our
     December 31, 2002, Consolidated Balance Sheet.  The sale was completed in January 2003, and we received cash proceeds of $2,270
     and recorded a pre-tax gain of approximately $1,574.

     In the second quarter of 2002, we entered into two agreements with Bell Canada Holdings Inc. (Bell Canada):  (1) to redeem a
     portion of our ownership in Bell Canada and (2) to give BCE, Inc. (BCE) the right to purchase our remaining interest in Bell
     Canada.  In June 2002, we entered into an agreement to redeem a portion of our ownership in Bell Canada, representing
     approximately 4% of the company, for an $873 short-term note, resulting in a pre-tax gain of approximately $148.  Under the terms
     of the agreement, on July 15, 2002 when we received the proceeds from the short-term note, we purchased approximately 9 million
     shares of BCE, the majority shareholder of Bell Canada, for approximately 250 Canadian dollars (CAD) ($164 at July 15, 2002
     exchange rates).  In the second quarter of 2003, we sold these BCE shares for $173 in cash and recorded a pre-tax gain of
     approximately $9.  In the fourth quarter of 2002, BCE exercised its right to purchase our remaining 16% interest in Bell Canada
     at a price of 4,990 CAD.  We received proceeds of $3,158, consisting of approximately 8.9 million shares of BCE stock and the
     remainder of $2,997 in cash and recognized a pre-tax gain of approximately $455.  In the third quarter of 2003, we sold the BCE
     stock for $191 in cash and recorded a pre-tax gain of approximately $31.

     In November 2001, we sold the assets of Ameritech's cable television operation for approximately $205, resulting in a pre-tax
     loss of $61.  In the first quarter of 2001, in anticipation of the disposal of these cable operations and in accordance with FAS
     121, we evaluated these operations for impairment.  We estimated that the future undiscounted cash flows of these operations were
     insufficient to recover their related carrying values.  The impairment was measured by comparing the book value to fair value of
     the assets as indicated by prevailing market prices.  The resulting adjustment of approximately $316 ($205 net of tax) to reduce
     the book value of these assets, primarily writing down property, plant and equipment, was recorded in the first quarter of 2001
     as a charge to operating expenses.

     In January 2001, we sold SecurityLink, our electronic security services operations, for approximately $479.  As a result of the
     pending sale, as well as a general decline in the market value of companies in the security industry, we had recognized
     impairments to the carrying value of SecurityLink of approximately $614 ($454 net of tax) in the fourth quarter of 2000.

     Valuation Adjustments - In January 2002, we purchased from America Movil S.A. de C.V. (America Movil) its approximately 50%
     interest in Cellular Communications of Puerto Rico (CCPR) for cash and a note redeemable for our investment in Telecom Americas
     Ltd. (Telecom Americas).  We retained the right to settle the note by delivering Telecom Americas shares.  This represented a
     forward sale of our interest in Telecom Americas.  In connection with this transaction, we reviewed the values at which we would
     carry CCPR and our interest in Telecom Americas and recognized a charge of $390 ($262 net of tax) for the reduction of our direct
     and indirect book values to the value indicated by the transaction.  We based this valuation on a contemporaneous transaction
     involving CCPR and an independent third party.  The charges were recorded in both other income (expense) - net ($341) and equity
     in net income of affiliates ($49).  America Movil exercised its option to acquire our shares of Telecom Americas in July 2002.

     As discussed in more detail in Note 5, in the third quarter of 2001, we recognized an other-than-temporary decline of $162 ($97
     net of tax) in the value of SpectraSite Communications Inc. (SpectraSite) shares we received as payment of future rents on land
     and wireless towers and related equipment.  As we were required to hold the shares, we determined that we needed to adjust the
     value of the total consideration received from SpectraSite for entering into the tower leases to reflect actual realizable
     value.  Accordingly, we reduced the amount of deferred revenue that was recorded when these shares were originally received.
     This adjustment will have the effect of reducing revenue recognized on the leases in the future.  In June 2002, with SpectraSite
     stock trading at approximately $0.18 per share, we recorded another other-than-temporary decline of $40 ($24 net of tax).

     We had cost investments in WilTel Communications (WilTel) (formerly Williams Communications Group Inc.) and alternative providers
     of DSL services accounted for under Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in
     Debt and Equity Securities" (FAS 115).  We periodically review the investments to determine whether an investment's decline in
     value is other than temporary.  If so, the cost basis of the investment is written down to fair value, which becomes the new cost
     basis.

     In the second quarter of 2001, we concluded that the continued depressed market values for certain of our investments in other
     telecommunications companies, as well as difficulties experienced by many similar companies, indicated the decline in value of
     our investments was other than temporary.  As a result of these reviews, we recognized a combined charge of $401 ($261 net of
     tax) in the second quarter of 2001 in other income (expense) - net, primarily related to our investment in WilTel.

     2002 Workforce Reduction and Related Charges - During 2002, our continuing review of staffing needs led to decisions to further
     reduce our number of management and nonmanagement employees.  In 2002, we recorded charges of approximately $356 ($224 net of
     tax) for severance and real estate costs related to workforce-reduction programs.  As discussed in Note 10, these
     workforce-reduction programs also required us to record $486 in special termination benefits and net pension settlement gains of
     $29.

     2001 Comprehensive Review of Operations - During the fourth quarter of 2001, we performed a comprehensive review of operations
     that resulted in decisions to reduce our workforce, terminate certain real estate leases and shut down certain operations.  The
     charges related to those decisions, which we recorded as expense in 2001 are as follows:

     o   Workforce reduction charges  Our review of staffing needs led to decisions to reduce our number of management and
         nonmanagement employees.  We recorded a charge of approximately $377 ($244 net of tax), related to severance costs under our
         existing plans and an enhanced retirement benefit for certain nonmanagement employees.
     o   Lease termination charges   As part of a review of real estate needs for our adjusted workforce, all company-leased facilities
         were evaluated for probability of future usefulness.  For each lease having no substantive future use or benefit to us, an
         accrual was made which represented either the buyout provisions of the lease, a negotiated lease termination or future
         required payments under the lease, net of anticipated sublease rentals.  We recorded a charge of approximately $138 ($90 net
         of tax) in relation to these leases.
     o   Asset impairments and other charges  A review of certain nonstrategic operations indicated the need, in some cases, for either
         impairment or shutdown.  We recorded asset impairment and shutdown costs and other charges of approximately $104 ($91 net of
         tax) for operations including exiting operations at InQuent Technologies Inc., the parent company of Webhosting.com.


Note 3.  Earnings Per Share

     A reconciliation of the numerators and denominators of basic earnings per share and diluted earnings per share for income before
     extraordinary item and cumulative effect of accounting changes for the years ended December 31, 2003, 2002 and 2001 are shown in
     the table below:

     ---------------------------------------------------------------------------------------------------------------
     Year Ended December 31,                                           2003                2002               2001
     ---------------------------------------------------------------------------------------------------------------
     Numerators
     Numerator for basic earnings per share:
       Income before extraordinary item and
        cumulative effect of accounting changes                  $    5,971          $    7,473         $    7,008
       Dilutive potential common shares:
        Other stock-based compensation                                    9                   7                  6
     ---------------------------------------------------------------------------------------------------------------
     Numerator for diluted earnings per share                    $    5,980          $    7,480         $    7,014
     ===============================================================================================================
     Denominators
     Denominator for basic earnings per share:
       Weighted average number of common
        shares outstanding (000,000)                                  3,318               3,330              3,366
       Dilutive potential common shares (000,000):
        Stock options                                                     1                   8                 21
        Other stock-based compensation                                   10                  10                  9
     ---------------------------------------------------------------------------------------------------------------
     Denominator for diluted earnings per share                       3,329               3,348              3,396
     ===============================================================================================================
     Basic earnings per share
       Income before extraordinary item and
        cumulative effect of accounting changes                  $     1.80          $     2.24         $     2.08
       Extraordinary item                                                 -                   -                  -
       Cumulative effect of accounting changes                         0.76               (0.54)                 -
     ---------------------------------------------------------------------------------------------------------------
     Net income                                                  $     2.56          $     1.70         $     2.08
     ===============================================================================================================
     Diluted earnings per share
       Income before extraordinary item and
        cumulative effect of accounting changes                  $     1.80          $     2.23         $     2.07
       Extraordinary item                                                 -                   -                  -
       Cumulative effect of accounting changes                         0.76               (0.54)                 -
     ---------------------------------------------------------------------------------------------------------------
     Net income                                                  $     2.56          $     1.69         $     2.07
     ===============================================================================================================

     At December 31, 2003, 2002 and 2001, we had issued options to purchase approximately 231 million, 229 million and 207 million SBC
     shares.  Approximately 212 million, 180 million and 62 million shares respectively were not used to determine the dilutive
     potential common shares as the exercise price of these options was greater than the average market price of SBC common stock
     during the specified periods.


Note 4.  Segment Information

     Our segments are strategic business units that offer different products and services and are managed accordingly.  Under GAAP
     segment reporting rules, we analyze our various operating segments based on segment income.  Interest expense, interest income,
     other income (expense) - net and income tax expense are managed only on a total company basis and are, accordingly, reflected
     only in consolidated results.  Therefore, these items are not included in the calculation of each segment's percentage of our
     consolidated results.  We have five reportable segments that reflect the current management of our business:  (1) wireline; (2)
     Cingular; (3) directory; (4) international; and (5) other.

     The wireline segment provides landline telecommunications services, including local and long-distance voice, switched access,
     data and messaging services.

     The Cingular segment reflects 100% of the results reported by Cingular, our wireless joint venture.  Beginning with 2003, the
     Cingular segment replaces our previously titled "wireless" segment, which included 60% of Cingular's revenues and expenses.
     Although we analyze Cingular's revenues and expenses under the Cingular segment, we eliminate the Cingular segment in our
     consolidated financial statements.  In our consolidated financial statements, we report our 60% proportionate share of Cingular's
     results as equity in net income (loss) of affiliates.  For segment reporting, we report this equity in net income (loss) of
     affiliates in our other segment.

     The directory segment includes all directory operations, including Yellow and White Pages advertising and electronic publishing.
     In the first quarter of 2003 we changed our method of accounting for revenues and expenses in our directory segment.  Results for
     2003, and going forward, will be shown under the amortization method.  This means that revenues and direct expenses are
     recognized ratably over the life of the directory, typically 12 months.  This accounting change will affect only the timing of
     the recognition of revenues and direct expenses.  It will not affect the total amounts recognized.

     Our international segment includes all investments with primarily international operations.  The other segment includes all
     corporate and other operations as well as the Cingular equity income (loss), as discussed above.

     In the following tables, we show how our segment results are reconciled to our consolidated results reported in accordance with
     GAAP.  The Wireline, Cingular, Directory, International and Other columns represent the segment results of each such operating
     segment.  The Consolidation and Elimination column adds in those line items that we manage on a consolidated basis only: interest
     expense, interest income and other income (expense) - net.  This column also eliminates any intercompany transactions included in
     each segment's results.  Since our 60% share of the results from Cingular is already included in the Other column, the Cingular
     Elimination column removes the results of Cingular shown in the Cingular segment.  In the balance sheet section of the tables
     below, our investment in Cingular is included in the "Investment in equity method investees" line item in the Other column
     ($5,118 in 2003, $4,583 in 2002 and $3,556 in 2001).


Segment results, including a reconciliation to SBC consolidated results, for 2003, 2002 and 2001 are as follows:
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
At December 31, 2003 or for the year ended
                                                                                                                              Consolidation         Cingular       Consolidated
                                                        Wireline     Cingular      Directory   International     Other       and Elimination      Elimination        Results
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Revenues from external customers                  $      36,372  $     15,483 $       4,182  $          30   $       259  $              -     $      (15,483)  $      40,843
Intersegment revenues                                        32             -            72              -             4              (108)                 -               -
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total segment operating revenues                         36,404        15,483         4,254             30           263              (108)           (15,483)         40,843
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Operations and support expenses                          24,599        11,105         1,932             47            34              (108)           (11,105)         26,504
Depreciation and amortization expenses                    7,763         2,089            21              -            86                 -             (2,089)          7,870
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total segment operating expenses                         32,362        13,194         1,953             47           120              (108)           (13,194)         34,374
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Segment operating income                                  4,042         2,289         2,301            (17)          143                 -             (2,289)          6,469
Interest expense                                              -           856             -              -             -             1,241               (856)          1,241
Interest income                                               -            14             -              -             -               603                (14)            603
Equity in net income of affiliates                            -          (323)            -            606           647                 -                323           1,253
Other income (expense) - net                                  -           (74)            -              -             -             1,817                 74           1,817
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Segment income before income taxes                        4,042         1,050         2,301            589           790             1,179             (1,050)          8,901
=================================================================================================================================================================================
Segment assets                                           68,434        25,526         1,515          8,550        61,067           (39,400)           (25,526)        100,166
Investment in equity method investees                         -         2,288            22          6,747         5,296                 -             (2,288)         12,065
Expenditures for additions to long-lived assets           5,147         2,734             1              -            71                 -             (2,734)          5,219
=================================================================================================================================================================================

- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
At December 31, 2002 or for the year ended
                                                                                                                              Consolidation         Cingular       Consolidated
                                                        Wireline     Cingular      Directory   International     Other       and Elimination      Elimination        Results
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Revenues from external customers                  $      38,362  $     14,903 $       4,371  $          35   $       370  $              -     $      (14,903)  $      43,138
Intersegment revenues                                        30             -            80              -            19              (129)                 -               -
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total segment operating revenues                         38,392        14,903         4,451             35           389              (129)           (14,903)         43,138
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Operations and support expenses                          23,981        10,532         1,931             85            69              (129)           (10,532)         25,937
Depreciation and amortization expenses                    8,442         1,850            30              -           106                 -             (1,850)          8,578
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total segment operating expenses                         32,423        12,382         1,961             85           175              (129)           (12,382)         34,515
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Segment operating income                                  5,969         2,521         2,490            (50)          214                 -             (2,521)          8,623
Interest expense                                              -           911             -              -             -             1,382               (911)          1,382
Interest income                                               -            29             -              -             -               561                (29)            561
Equity in net income of affiliates                            -          (265)            -          1,152           769                 -                265           1,921
Other income (expense) - net                                  -          (123)            -              -             -               734                123             734
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Segment income before income taxes                        5,969         1,251         2,490          1,102           983               (87)            (1,251)         10,457
=================================================================================================================================================================================
Segment assets                                           66,117        24,122         2,839          8,352        57,431           (39,682)           (24,122)         95,057
Investment in equity method investees                       124         2,316            28          5,668         4,650                 -             (2,316)         10,470
Expenditures for additions to long-lived assets           6,736         3,085            11              -            61                 -             (3,085)          6,808
=================================================================================================================================================================================

- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
At December 31, 2001 or for the year ended
                                                                                                                              Consolidation         Cingular       Consolidated
                                                        Wireline     Cingular      Directory   International     Other       and Elimination      Elimination        Results
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Revenues from external customers                  $      40,660  $     14,268 $       4,382  $         152   $       714  $             -      $     (14,268)   $      45,908
Intersegment revenues                                        30             -            86             33            54             (203)                 -                -
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total segment operating revenues                         40,690        14,268         4,468            185           768             (203)           (14,268)          45,908
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Operations and support expenses                          24,009         9,799         1,902            238           377             (203)            (9,799)          26,323
Depreciation and amortization expenses                    8,461         1,921            36              3           577                -             (1,921)           9,077
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total segment operating expenses                         32,470        11,720         1,938            241           954             (203)           (11,720)          35,400
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Segment operating income                                  8,220         2,548         2,530            (56)         (186)               -             (2,548)          10,508
Interest expense                                              -           822             -              -             -            1,599               (822)           1,599
Interest income                                               -            63             -              -             -              682                (63)             682
Equity in net income of affiliates                            -           (68)            -            555         1,040                -                 68            1,595
Other income (expense) - net                                  -           (21)            -              -             -             (236)                21             (236)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Segment income before income taxes                        8,220         1,700         2,530            499           854           (1,153)            (1,700)          10,950
=================================================================================================================================================================================
Segment assets                                           71,037        22,530         2,777          9,456        57,970          (44,918)           (22,530)          96,322
Investment in equity method investees                       120         2,023            21          8,196         3,630                -             (2,023)          11,967
Expenditures for additions to long-lived assets          11,032         3,156            24              -           133                -             (3,156)          11,189
=================================================================================================================================================================================


Geographic Information

     Our investments outside of the United States are primarily accounted for under the equity method of accounting.  Accordingly, we
     do not include in our operating revenues and expenses the revenues and expenses of these individual investees.  Therefore, less
     than 1% of our total operating revenues for all years presented are from outside the United States.

     Long-lived assets consist primarily of net property, plant and equipment; goodwill; and the book value of our equity investments,
     which are shown in the table below:

     ----------------------------------------------------------------------
     December 31,                               2003             2002
     ----------------------------------------------------------------------
     United States                       $     59,056      $     54,934
     Denmark                                    3,246             2,689
     Belgium                                    1,236             1,122
     Mexico                                     1,079               945
     South Africa                                 919               623
     Other foreign countries                      268               290
     ----------------------------------------------------------------------
     Total                               $     65,804      $     60,603
     ======================================================================


Note 5.  Property, Plant and Equipment

     Property, plant and equipment is summarized as follows at December 31:

     -------------------------------------------------------------------------------------------------------
                                                         Lives (years)                2003              2002
     -------------------------------------------------------------------------------------------------------
     Land                                                         -          $          639   $          627
     Buildings                                                35-45                  11,519           11,168
     Central office equipment                                  3-10                  55,120           54,774
     Cable, wiring and conduit                                10-50                  52,076           50,665
     Other equipment                                           5-15                   9,590            9,997
     Software                                                     3                   3,599            3,016
     Under construction                                           -                   1,380            1,508
     -------------------------------------------------------------------------------------------------------
                                                                                    133,923          131,755
     -------------------------------------------------------------------------------------------------------
     Accumulated depreciation and amortization                                       81,795           83,265
     -------------------------------------------------------------------------------------------------------
     Property, plant and equipment - net                                     $       52,128   $       48,490
     =======================================================================================================

     Our depreciation expense was $7,667 in 2003, $8,379 in 2002 and $8,596 in 2001.

     Certain facilities and equipment used in operations are leased under operating or capital leases.  Rental expenses under
     operating leases were $420 for 2003, $586 for 2002 and $799 for 2001.  At December 31, 2003, the future minimum rental payments
     under noncancelable operating leases for the years 2004 through 2008 were $321, $279, $213, $169 and $145 with $238 due
     thereafter.  Capital leases are not significant.

  SpectraSite Agreement

     In August 2000, we reached an agreement with SpectraSite under which we granted SpectraSite the exclusive rights to lease space
     on a number of our communications towers.  These operating leases were scheduled to close over a period ending in 2002.
     SpectraSite would sublease space on the towers to Cingular and also agreed to build or buy new towers for Cingular over the next
     five years.  Cingular's sublease payments to SpectraSite reduce Cingular's net income and partially offset the rental income we
     receive from SpectraSite.

     Under the terms of the original agreement, we received a combination of cash and stock as complete prepayment of rent with the
     closing of each leasing agreement.  The prepayments were initially recorded as deferred revenue, and will be recognized in income
     as revenue over the life of the leases.  In November 2001, we received $35 from SpectraSite in consideration for amending the
     agreement, to reduce the maximum number of towers subject to its terms, and to extend the schedule for tower closings until first
     quarter of 2004.

     In the third quarter of 2001, we recognized an other-than-temporary decline of $162 ($97 net of tax) in the value of SpectraSite
     shares we had received as part of the prepayment.  This amount reflected the decline in the stock market price of SpectraSite
     shares below our carrying value.  As we were required to hold the shares, we determined that we needed to adjust the value of the
     total consideration received from entering into the leases to reflect actual realizable value.  Accordingly, we reduced the
     amount of deferred revenue that was recorded when these shares were originally received.  A similar reduction of $40 ($24 net of
     tax) was made in second quarter of 2002 with SpectraSite shares trading at approximately $0.18 per share.  These adjustments will
     have the effect of reducing revenue recognized on the leases in the future.

     In late 2002, SpectraSite and certain of its senior debt holders agreed to restructure its debt. To effect the restructuring,
     SpectraSite filed a "pre-arranged" plan of reorganization under Chapter 11 of the United States Bankruptcy Code.  We agreed with
     SpectraSite, subject to completion of its Chapter 11 reorganization, to decrease the number of towers to be leased to SpectraSite
     and to extend the schedule for tower closing until the third quarter of 2004.  In addition, we exchanged all of our shares in
     SpectraSite for warrants to purchase shares representing less than 1% of the restructured company with no significant financial
     impact on us.  SpectraSite emerged from bankruptcy in 2003.


Note 6.  Equity Method Investments

     We account for our nationwide wireless joint venture, Cingular, and our investments in equity affiliates under the equity method
     of accounting.

     Cingular - The following table is a reconciliation of our investments in and advances to Cingular as presented on our
     Consolidated Balance Sheets:

     -------------------------------------------------------------------------------------
                                                                2003              2002
     -------------------------------------------------------------------------------------
     Beginning of year                                   $    10,468      $     9,441
     Contributions                                                 -              299
     Equity in net income                                        613              759
     Other adjustments                                           (78)             (31)
     -------------------------------------------------------------------------------------
     End of year                                         $    11,003      $    10,468
     =====================================================================================

     Undistributed earnings from Cingular were $2,481 and $1,868 at December 31, 2003 and 2002.

     We account for our 60% economic interest in Cingular under the equity method of accounting in our consolidated financial
     statements since we share control equally (i.e., 50/50) with our 40% economic partner in the joint venture.  We have equal voting
     rights and representation on the board of directors that controls Cingular.  Cingular serves approximately 24 million wireless
     customers, is the second-largest wireless operator in the U.S. in terms of customers and has approximately 236 million potential
     customers in 45 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands.

     The following table presents summarized financial information for Cingular at December 31, or for the period then ended:

     -------------------------------------------------------------------------------------------------------
                                                              2003               2002             2001
     -------------------------------------------------------------------------------------------------------
     Income Statements
       Operating revenues                                $   15,483      $     14,903     $      14,268
       Operating income                                       2,289             2,521             2,548
       Net income                                             1,022             1,207             1,692
     =======================================================================================================
     Balance Sheets
       Current assets                                    $    3,300      $      2,731
       Noncurrent assets                                     22,226            21,391
       Current liabilities                                    3,187             2,787
       Noncurrent liabilities                                13,855            13,794
     =======================================================================================================

     At December 31, 2003 and 2002, we had notes receivable from Cingular of $5,885.  In July 2003, we renegotiated the terms of these
     advances to reduce the interest rate from 7.5% to 6.0% and extended the maturity date of the advances from March 31, 2005, to
     June 30, 2008.  The interest income from Cingular was approximately $397 in 2003, $441 in 2002 and $555 in 2001.  This interest
     income does not have a material impact on our net income as it is mostly offset when we record our share of equity income in
     Cingular.

     Other Equity Method Investments - Our investments in equity affiliates include primarily international investments.  The
     following table is a reconciliation of our investments in equity affiliates as presented on our Consolidated Balance Sheets:

     -------------------------------------------------------------------------------------
                                                                2003              2002
     -------------------------------------------------------------------------------------
     Beginning of year                                   $     5,887      $     8,411
     Additional investments                                        -              268
     Equity in net income                                        640            1,162
     Dividends received                                         (288)            (335)
     Currency translation adjustments                            867              962
     Dispositions                                                (89)            (867)
     Other adjustments                                           (70)          (3,714)
     -------------------------------------------------------------------------------------
     End of year                                         $     6,947      $     5,887
     =====================================================================================

     The currency translation adjustment for 2003 primarily reflects the effect of exchange rate fluctuations on our investments in
     TDC, Belgacom S.A. (Belgacom) and Telkom S.A. Limited (Telkom).  Dispositions for 2003 reflect the decrease in our ownership
     percentage of Belgacom.

     The currency translation adjustment for 2002 primarily reflects the effect of exchange rate fluctuations on our investments in
     TDC, Belgacom and Telkom.  Dispositions for 2002 reflect the sale of shares of Bell Canada of $719 (see Note 2), Telmex L shares
     of $98, America Movil L shares of $40 and Amdocs shares of $10.  Other adjustments for 2002 include adjustments of $2,887 and
     $696 resulting from our change from the equity method to the cost method of accounting for investments in Bell Canada and
     Cegetel, respectively (see Note 2).  Other adjustments for 2002 also included a dividend from TDC that was treated as a return of
     capital due to TDC's insufficient undistributed earnings.

     Undistributed earnings from equity affiliates were $2,496 and $2,195 at December 31, 2003 and 2002.

     As of December 31, 2003, our investments in equity affiliates included an 8.0% interest in Telmex, Mexico's national
     telecommunications company; a 7.6% interest in America Movil, primarily a wireless provider in Mexico, with telecommunications
     investments in the U.S. and Latin America; a 41.6% interest in TDC, the national communications provider in Denmark; a 16.9%
     interest in Belgacom, the national communications provider in Belgium; and an 18% interest in Telkom, a telecommunications
     company of South Africa.  TDC also holds a 15.9% interest in Belgacom, bringing our effective interest to 23.5%.

     Both our investment and TDC's investment in Belgacom are held through ADSB Telecommunications B.V. (ADSB), of which we directly
     owned 35%.  ADSB owned one share less than 50% of Belgacom and is a consortium of SBC, TDC, Singapore Telecommunications and a
     group of Belgian financial investors.  Through our 35% ownership of ADSB and our 41.6% ownership of TDC, we had a 24.4% economic
     ownership of Belgacom.

     In October 2003, ADSB announced that it had entered into an agreement with the Belgian government and Belgacom to proceed with
     the preparations for a potential initial public offering (IPO) of Belgacom.  As part of the agreement, ADSB will have the
     exclusive right from January 1, 2004 until July 31, 2005, subject to certain restrictions, to sell shares in an IPO of Belgacom.
     In the fourth quarter of 2003, as a condition to the IPO and related transactions, Belgacom transferred to the Belgian government
     certain pension liabilities related to certain employees, proceeds from the sale of pension assets and cash sufficient to fully
     fund the obligations.  This transfer resulted in a one-time charge to our equity income from Belgacom which, including our direct
     and indirect ownership, reduced our fourth-quarter 2003 diluted earnings per share by $0.03, determined on a GAAP basis.

     In the fourth quarter of 2003, also pursuant to the agreement, Belgacom repurchased approximately 6% of the Belgacom shares held
     by ADSB.  This fourth-quarter repurchase decreased our economic ownership of Belgacom from 24.4% to 23.5%.  Since the share price
     remains subject to adjustment as explained below, GAAP prohibits us from recording a gain (in 2003) on the 2003 sale of our
     shares back to Belgacom.  Based on our ADSB ownership percentage, our portion of the proceeds, using the tentative share price,
     would be approximately $148 and we have estimated that our portion of the proceeds received would exceed our carrying value by
     approximately $59.  As part of the October 2003 agreement, Belgacom agreed to make a second buyback offer in the event of an
     IPO.  Should the IPO occur, the price per share of both buybacks will be adjusted to the IPO price, which will result in our
     recognition of a gain or loss associated with the fourth-quarter 2003 sale and the sale associated with the IPO.  If no IPO
     occurs before July 31, 2005, there will be no adjustment to the proceeds from the first buyback.

     In 2002, we entered into two agreements with Bell Canada: (1) to redeem a portion of our ownership in Bell Canada, representing
     approximately 4% of the company and (2) to give BCE the right to purchase our remaining interest in Bell Canada.  BCE exercised
     its right to purchase our remaining interest in Bell Canada during the fourth quarter of 2002.  See Note 2 for a more detailed
     discussion on this divestiture.

     In 2002, we agreed to sell to Vodafone our 15% equity interest in Cegetel, a joint venture that owns 80% of the second-largest
     wireless provider in France.  The pending sale removed our significant influence and required us to change our accounting for
     Cegetel to the cost method from the equity method.  With this change, the value of our investment is reflected in the "Other
     Assets" line on our December 31, 2002 Consolidated Balance Sheet.  This transaction closed in the first quarter of 2003.  (See
     Note 2)

     The following table presents summarized financial information of our significant international investments accounted for using
     the equity method, taking into account all adjustments necessary to conform to GAAP but excluding our purchase adjustments,
     including goodwill, at December 31 or for the year then ended:

     -------------------------------------------------------------------------------------------------------
                                                                     2003             2002            2001
     -------------------------------------------------------------------------------------------------------
     Income Statements
       Operating revenues                                      $   34,747       $   30,414   $      44,773
       Operating income                                             9,067            8,102          10,617
       Net income                                                   4,689            6,493           5,981
     =======================================================================================================
     Balance Sheets
       Current assets                                          $   11,282       $    9,575
       Noncurrent assets                                           40,895           32,613
       Current liabilities                                         10,101            8,902
       Noncurrent liabilities                                      23,393           19,798
     =======================================================================================================

     At December 31, 2003, we had goodwill of approximately $1,682 related to our international investments in equity affiliates.

     Based on the December 31, 2003 quoted market price of TDC stock, the aggregate market value of our investment in TDC was
     approximately $3,269.  Based on the December 31, 2003 quoted market price of Telkom stock, the aggregate market value of our
     investment in Telkom was approximately $1,060.  The fair value of our investment in Telmex, based on the equivalent value of
     Telmex L shares at December 31, 2003, was approximately $1,607.  The fair value of our investment in America Movil, based on the
     equivalent value of America Movil L shares at December 31, 2003, was approximately $1,345.  Belgacom was not publicly traded at
     December 31, 2003, and thus does not have a readily available market value.  Our weighted average share of operating revenues
     shown above was 17% in 2003, 2002 and 2001.

Note 7.  Debt

     Long-term debt of SBC and its subsidiaries, including interest rates and maturities, is summarized as follows at December 31:

     ----------------------------------------------------------------------------------------------------------------
                                                                                            2003             2002
     ----------------------------------------------------------------------------------------------------------------
     Notes and debentures 1
         0.00% - 5.98%      2003 - 2038 2                                          $       5,987    $       6,666
         6.03% - 7.85%      2003 - 2048 3                                                 10,894           13,118
         8.85% - 9.50%      2005 - 2016                                                      153              166
     ----------------------------------------------------------------------------------------------------------------
                                                                                          17,034           19,950
     Unamortized discount - net of premium                                                  (159)            (203)
     ----------------------------------------------------------------------------------------------------------------
     Total notes and debentures                                                           16,875           19,747
     Capitalized leases                                                                       65              143
     ----------------------------------------------------------------------------------------------------------------
     Total long-term debt, including current maturities                                   16,940           19,890
     Current maturities of long-term debt                                                   (880)          (1,354)
     ----------------------------------------------------------------------------------------------------------------
     Total long-term debt                                                          $      16,060    $      18,536
     ================================================================================================================
     1 In 2003, the $90 fair value of our variable rate interest rate swaps is reported with its corresponding debt.
     2 Includes $1,000 of 4.18% Puttable Reset Securities (PURS) maturing in 2021 with a put option by holder in 2004 and $250 of
       5.95% debentures maturing in 2038 with a put option by holder in 2005.
     3 Includes $125 of 6.35% debentures maturing in 2026 with a put option by holder in 2006.

     At December 31, 2003, the aggregate principal amounts of long-term debt and weighted average interest rate scheduled for
     repayment for the years 2004 through 2008, excluding the effect of interest rate swaps, were $880 (6.5%), $1,097 (6.7%), $2,638
     (5.9%), $1,912 (5.2%) and $700 (6.3%) with $9,782 (6.6%) due thereafter.  As of December 31, 2003, we were in compliance with all
     covenants and conditions of instruments governing our debt.  Substantially all of our outstanding long-term debt is unsecured.

     Financing Activities

     During 2003, approximately $1,259 of long-term debt obligations, and $1,000 of one-year floating rate securities matured.  The
     long-term obligations carried interest rates ranging from 5.8% to 9.5%, with an average yield of 6.1%.  The short-term notes paid
     quarterly interest based on the London Interbank Offer Rate (LIBOR).  Funds from operations and dispositions were used to pay off
     these notes.

     During 2003 we called, prior to maturity, approximately $1,743 of debt obligations with maturities ranging between February 2007
     and March 2048, and interest rates ranging between 6.5% and 7.9%.  Of the $1,743 called debt, approximately $264, with an average
     yield of 7.2% was called in July; $1,462, with an average yield of 7.4% was called in June; and $17, with an average yield of
     6.9% was called in March.  These included the remaining subsidiary notes that were listed on public bond exchanges.  Funds from
     operations and dispositions were used to pay off these notes.


     Debt maturing within one year consists of the following at December 31:

     --------------------------------------------------------------------------------------------------------
                                                                               2003                 2002
     --------------------------------------------------------------------------------------------------------
     Commercial paper                                                   $       999          $     1,148
     Current maturities of long-term debt                                       880                1,354
     Other short-term debt                                                        -                1,003
     --------------------------------------------------------------------------------------------------------
     Total                                                              $     1,879          $     3,505
     ========================================================================================================

     The weighted average interest rate on commercial paper debt at December 31, 2003 and 2002 was 1.08% and 1.43%.  In October 2003,
     we renewed our 364-day credit agreement totaling $4,250 with a syndicate of banks replacing our credit agreement of $4,250 that
     expired on October 21, 2003.  The expiration date of the current credit agreement is October 19, 2004.  Advances under this
     agreement may be used for general corporate purposes, including support of commercial paper borrowings and other short-term
     borrowings.  Under the terms of the agreement, repayment of advances up to $1,000 may be extended two years from the termination
     date of the agreement.  Repayment of advances up to $3,250 may be extended to one year from the termination date of the
     agreement.  There is no material adverse change provision governing the drawdown of advances under this credit agreement.  We had
     no borrowings outstanding under committed lines of credit as of December 31, 2003 or 2002.

Note 8.  Financial Instruments

     The carrying amounts and estimated fair values of our long-term debt, including current maturities and other financial
     instruments, are summarized as follows at December 31:

     -------------------------------------------------------------------------------------------------------
                                                          2003                           2002
     -------------------------------------------------------------------------------------------------------
                                                Carrying          Fair          Carrying          Fair
                                                 Amount          Value           Amount          Value
     -------------------------------------------------------------------------------------------------------
     Notes and debentures                     $      16,875  $      18,126   $      19,747   $      20,992
     Commercial paper                                   999            999           1,148           1,148
     Cingular note receivable                         5,885          5,885           5,885           5,885
     Available-for-sale equity securities               844            844           1,347           1,347
     EchoStar note receivable                           441            441               -               -
     Preferred stock of subsidiaries                    393            393             393             393
     =======================================================================================================

     The fair values of our notes and debentures were estimated based on quoted market prices, where available, or on the net present
     value method of expected future cash flows using current interest rates.  The carrying amount of commercial paper debt
     approximates fair value.

     Our notes receivable from Cingular are recorded at face value, and the carrying amounts approximate fair values.  The fair value
     of our EchoStar note receivable was based on the present value of cash and interest payments, which is accreted on the note up to
     the face value of $500 over a three year period on a straight line basis.  Our short-term investments, other short-term and
     long-term held-to-maturity investments and customer deposits are recorded at amortized cost, and the carrying amounts approximate
     fair values.  The fair value of more than 95% of our available-for-sale equity securities was determined based on quoted market
     prices and the carrying amount of the remaining securities approximates fair value.  In addition, we held other short-term
     held-to-maturity securities of $378 as compared to $1 at December 31, 2002.  At December 31, 2003 we held other long-term
     held-to-maturity securities of $84, which mature within two years from the date of purchase, and $0 at December 31, 2002.

     Preferred Stock Issuances by Subsidiaries - In the fourth quarter of 2002, we restructured our holdings in certain investments,
     including Sterling.  As part of this restructuring, a newly created subsidiary issued approximately $43 of preferred stock.  The
     preferred stock will accumulate dividends at an annual rate of 5.79% and can be converted, at the option of the holder, to common
     stock (but not a controlling interest) of the subsidiary at any time.  (See Note 2)

     In June 1997 and December 1999, an SBC subsidiary issued $250 and $100 of preferred stock in private placements.  The holders of
     the preferred stock may require the subsidiary to redeem the shares after May 20, 2004.  Holders receive quarterly dividends
     based on a rolling three-month LIBOR.  The dividend rate for the December 31, 2003, payment was 1.91%.

     The preferred stock of subsidiaries discussed above is included in "Other noncurrent liabilities" on the Consolidated Balance
     Sheets.

     Derivatives - We use interest rate swaps to manage interest rate risk.  Each swap matches exact maturity dates of the underlying
     debt to which they are related, allowing for perfectly effective hedges.  The notional amounts, carrying amounts and estimated
     fair values of our derivative financial instruments are summarized as follows at December 31:

     ------------------------------------------------------------------------------------------------------------------
                                                 2003                                          2002
     ------------------------------------------------------------------------------------------------------------------
                                Notional        Carrying         Fair         Notional      Carrying         Fair
                                 Amount          Amount         Value          Amount        Amount         Value
     ------------------------------------------------------------------------------------------------------------------
     Interest rate swaps     $      3,500    $        90    $        90    $      1,000   $          79 $        79
     ==================================================================================================================

     In August 2003 we entered into $1,000 in variable interest rate swap contracts on our 5.875% fixed rate debt which matures in
     August 2012.  In the fourth quarter of 2003 we entered into two variable rate swap contracts on our fixed rate debt.   We entered
     into $1,000 in variable rate swap contracts on our 5.875% fixed rate debt which matures in February 2012 and $500 in variable
     rate swap contracts on our 6.25% fixed rate debt which matures in March 2011.  At December 31, 2003 we had interest rate swaps
     with a notional value of $3,500 and a fair value of approximately $90.

Note 9.  Income Taxes

     Significant components of our deferred tax liabilities and assets are as follows at December 31:

     -------------------------------------------------------------------------------------------------
                                                                              2003               2002
     -------------------------------------------------------------------------------------------------
     Depreciation and amortization                                     $    13,438        $     9,231
     Equity in foreign affiliates                                              945                643
     Deferred directory expenses                                               (93)               493
     Other                                                                   4,416              4,611
     -------------------------------------------------------------------------------------------------
     Deferred tax liabilities                                               18,706             14,978
     -------------------------------------------------------------------------------------------------
     Employee benefits                                                       3,260              3,078
     Currency translation adjustments                                          228                519
     Allowance for uncollectibles                                              282                456
     Unamortized investment tax credits                                         86                 93
     Other                                                                     954              1,285
     -------------------------------------------------------------------------------------------------
     Deferred tax assets                                                     4,810              5,431
     -------------------------------------------------------------------------------------------------
     Deferred tax assets valuation allowance                                   144                148
     -------------------------------------------------------------------------------------------------
     Net deferred tax liabilities                                      $    14,040        $     9,695
     =================================================================================================

     The decrease in the valuation allowance is the result of an evaluation of the uncertainty associated with the realization of
     certain deferred tax assets.  The valuation allowance is maintained in deferred tax assets for certain unused federal and state
     loss carryforwards.

     The components of income tax expense are as follows:

     -----------------------------------------------------------------------------------------------------------------
                                                                             2003            2002              2001
     -----------------------------------------------------------------------------------------------------------------
     Federal:
        Current                                                        $     (466)     $      377        $    1,793
        Deferred - net                                                      3,043           2,251             1,587
        Amortization of investment tax credits                                (24)            (30)              (44)
     -----------------------------------------------------------------------------------------------------------------
                                                                            2,553           2,598             3,336
     -----------------------------------------------------------------------------------------------------------------
     State and local:
        Current                                                               (38)            116               206
        Deferred - net                                                        401             219               385
        Foreign                                                                14              51                15
     -----------------------------------------------------------------------------------------------------------------
                                                                              377             386               606
     -----------------------------------------------------------------------------------------------------------------
     Total                                                             $    2,930      $    2,984        $    3,942
     =================================================================================================================

     In the fourth quarter of 2002, we internally restructured our ownership in several investments, including Sterling (see Note 2).
     The restructuring included the issuance of external debt (see Note 7), and the issuance and sale of preferred stock in
     subsidiaries (see Note 8).  As we remain the primary beneficiary after the restructuring, the preferred securities are classified
     as "Other noncurrent liabilities" on our Consolidated Balance Sheet, and no gain or loss was recorded on the transaction.  As a
     result of the sale of preferred stock, we recognized in net income $280 of tax benefits on certain financial expenses and losses
     that were not previously eligible for deferred tax recognition.

     A reconciliation of income tax expense and the amount computed by applying the statutory federal income tax rate (35%) to income
     before income taxes, extraordinary items and cumulative effect of accounting change is as follows:

     --------------------------------------------------------------------------------------------------------------------
                                                                                    2003            2002           2001
     --------------------------------------------------------------------------------------------------------------------
     Taxes computed at federal statutory rate                                $     3,115     $     3,660    $     3,832
     Increases (decreases) in income taxes resulting from:
       State and local income taxes - net of federal income tax benefit              250             269            399
       Restructuring/sale of preferred interest                                        -            (280)             -
       Effects of international operations                                          (230)           (354)           (22)
       Goodwill amortization                                                           -               -             86
       Tax settlements                                                               (41)           (171)             -
       Contributions of appreciated investments                                        -               -           (208)
       Other - net                                                                  (164)           (140)          (145)
     --------------------------------------------------------------------------------------------------------------------
     Total                                                                   $     2,930     $     2,984    $     3,942
     ====================================================================================================================

     Effects of international operations include items such as foreign tax credits, sales of foreign investments and the effects of
     undistributed earnings from international operations.  Deferred taxes are not provided on the undistributed earnings of
     subsidiaries operating outside the United States that have been or are intended to be permanently reinvested.

Note 10.  Pension and Postretirement Benefits

     Pensions - Substantially all of our employees are covered by one of various noncontributory pension and death benefit plans.  At
     December 31, 2003, management employees participated in either cash balance or defined lump sum pension plans.  Additionally, all
     management employees participated in a traditional pension benefit formula, stated as a percentage of the employees' adjusted
     career income.  The pension benefit formula for most nonmanagement employees is based on a flat dollar amount per year according
     to job classification.  Most employees can elect to receive their pension benefits in either a lump sum payment or annuity.  We
     use a December 31 measurement date for calculating the values reported for plan assets and benefit obligations for our plans.

     Our objective in funding the plans, in combination with the standards of the Employee Retirement Income Security Act of 1974, as
     amended (ERISA), is to accumulate assets sufficient to meet the plans' obligations to provide benefits to employees upon their
     retirement.  Required funding is based on the present value of future benefits, which is similar to the projected benefit
     obligation discussed below.  Any plan contributions, as determined by ERISA regulations, are made to a pension trust for the
     benefit of plan participants.  In July 2003, we voluntarily contributed $500 to the pension trust for the benefit of plan
     participants.  No significant cash contributions to the trust will be required under ERISA regulations during 2004; however, we
     may make contributions in excess of minimum funding requirements.  We are considering a voluntary contribution of assets, which
     may include cash and/or other investments of $1,000 or more.

     For defined benefit pension plans, the benefit obligation is the "projected benefit obligation", the actuarial present value, as
     of the measurement date, of all benefits attributed by the pension benefit formula to employee service rendered to that date.
     The following table presents this reconciliation and shows the change in the projected benefit obligation for the years ended
     December 31:

     --------------------------------------------------------------------------------------------
                                                                     2003              2002
     --------------------------------------------------------------------------------------------
     Benefit obligation at beginning of year                   $     26,148      $     25,060
     Service cost - benefits earned during the period                   732               645
     Interest cost on projected benefit obligation                    1,666             1,780
     Amendments                                                           1               (33)
     Actuarial loss                                                   1,931             2,534
     Special termination benefits                                        71               456
     Benefits paid                                                   (2,932)           (4,294)
     --------------------------------------------------------------------------------------------
     Benefit obligation at end of year                         $     27,617      $     26,148
     ============================================================================================


     The following table presents the change in the value of pension plan assets for the years ended December 31 and the pension
     plans' funded status at December 31:

     --------------------------------------------------------------------------------------------
                                                                        2003             2002
     --------------------------------------------------------------------------------------------
     Fair value of plan assets at beginning of year            $      24,999     $     32,715
     Actual return on plan assets                                      5,584           (3,442)
     Employer contribution                                               500                -
     Transfer from Cingular 1                                              -                6
     Benefits paid                                                    (2,929)          (4,280)
     --------------------------------------------------------------------------------------------
     Fair value of plan assets at end of year 2                $      28,154     $     24,999
     ============================================================================================

     Funded (unfunded) status (fair value of plan assets
        less benefit obligation) 3                             $         537     $     (1,149)
     Unrecognized prior service cost                                   1,397            1,642
     Unrecognized net (gain) loss                                      6,588            7,777
     Unamortized transition asset                                        (67)            (218)
     --------------------------------------------------------------------------------------------
     Net amount recognized                                     $       8,455     $      8,052
     ============================================================================================
     1 Associated with the 2002 true-up of pension assets and liabilities based on final valuations of the 2001 employee transfer to
       Cingular.
     2 Plan assets include SBC common stock of $6 at December 31, 2003, and $8 at December 31, 2002.
     3 Funded (unfunded) status is not indicative of our ability to pay ongoing pension benefits.  Required pension funding is
       determined in accordance with ERISA regulations.

     Amounts recognized in our Consolidated Balance Sheets at December 31 are listed below and are discussed in the fourth paragraph
     following these tables:

     --------------------------------------------------------------------------------------------
                                                                      2003              2002
     --------------------------------------------------------------------------------------------
     Prepaid pension cost 1                                    $     8,455       $     8,052
     Additional minimum pension liability 2                         (2,720)           (3,455)
     Intangible asset 1                                                894             1,078
     Accumulated other comprehensive income                          1,132             1,473
     Deferred tax asset                                                694               904
     --------------------------------------------------------------------------------------------
     Net amount recognized                                     $     8,455       $     8,052
     ============================================================================================
     1 Included in "Other Assets".
     2 Included in "Postemployment benefit obligation".

     The following table presents the components of net pension cost (benefit) recognized in our Consolidated Statements of Income
     (gains are denoted with parentheses and losses are not):

     ------------------------------------------------------------------------------------------------------------
                                                                     2003              2002            2001
     ------------------------------------------------------------------------------------------------------------
     Service cost - benefits earned during the period          $        732      $        645    $        550
     Interest cost on projected benefit obligation                    1,666             1,780           1,847
     Expected return on plan assets                                  (2,456)           (3,429)         (3,515)
     Amortization of prior service cost
        and transition asset                                             94               100              81
     Recognized actuarial gain                                           53              (233)           (413)
     ------------------------------------------------------------------------------------------------------------
     Net pension cost (benefit)                                $         89      $     (1,137)   $     (1,450)
     ============================================================================================================


     In determining the projected benefit obligation and the net pension cost (benefit), we used the following significant
     weighted-average assumptions:

     ----------------------------------------------------------------------------------------------------------------
                                                                             2003           2002            2001
     ----------------------------------------------------------------------------------------------------------------
     Discount rate for determining projected benefit                         6.25%          6.75%           7.50%
        obligation at December 31
     Discount rate in effect for determining net pension                     6.75%          7.50%           7.75%
        cost (benefit)
     Long-term rate of return on plan assets                                 8.50%          9.50%           9.50%
     Composite rate of compensation increase                                 4.25%          4.25%           4.25%
     ================================================================================================================

     Our assumed discount rate of 6.25% at December 31, 2003, reflects the hypothetical rate at which the projected benefit obligation
     could be effectively settled, or paid out to participants, on that date.  We determined our discount rate based on a range of
     factors including the rates of return on high-quality, fixed-income corporate bonds available at the measurement date.  The
     reduction in the discount rate at December 31, 2003 and 2002, by 0.50% and by 0.75%, respectively, resulted in an increase in our
     pension plan benefit obligation of approximately $1,081 and $1,480 at December 31, 2003 and 2002.  Should actual experience
     differ from actuarial assumptions, the projected benefit obligation and net pension cost (benefit) would be affected.

     Our expected long-term rate of return on plan assets of 8.5% for 2003, reflects the average rate of earnings expected on the
     funds invested, or to be invested, to provide for the benefits included in the projected benefit obligations.  We consider many
     factors that include, but are not limited to historic returns on plan assets, current market information on long-term returns
     (e.g., long-term bond rates) and current and target asset allocations between asset categories.  The target asset allocation is
     determined based on consultations with external investment advisors.

     As noted above, the projected benefit obligation is the actuarial present value of all benefits attributed by the pension benefit
     formula to previously rendered employee service.  The calculation of the obligation generally consists of estimating the amount
     of retirement income payments in future years after the employee retires or terminates service and calculating the present value
     at the measurement date.  The amount of benefit to be paid depends on a number of future events incorporated into the pension
     benefit formula, including estimates of average life of employees/survivors and average years of service rendered.  It is
     measured based on assumptions concerning future interest rates and future employee compensation levels.

     In contrast to the projected benefit obligation, the accumulated benefit obligation represents the actuarial present value of
     benefits based on employee service and compensation as of a certain date and does not include an assumption about future
     compensation levels.  On a plan-by-plan basis, if the accumulated benefit obligation exceeds plan assets and at least this amount
     has not been accrued, an additional minimum liability must be recognized, partially offset by an intangible asset for
     unrecognized prior service cost, with the remainder a direct charge to equity net of deferred tax benefits.  These items are
     included in the third table above that presents the amounts recognized in our Consolidated Balance Sheets at December 31.  At
     December 31, 2003 and 2002, for three of our plans, the accumulated benefit obligation (aggregate balance of $13,724 for 2003 and
     $13,289 for 2002) exceeded plan assets (aggregate balance of $13,016 for 2003 and $11,525 for 2002).  Because of our increased
     asset returns in 2003, during the fourth quarter of 2003 we were able to reduce our minimum liability by  $735, which resulted in
     a direct increase to equity of $341 (net of deferred taxes of $210).  In 2002, our decreased discount rate and lower asset
     returns, required us to record an additional minimum liability of $3,455 and a direct charge to equity of $1,473 (net of deferred
     taxes of $904) in the fourth quarter of 2002.  This reclass, while adjusting equity and comprehensive income, will not affect our
     future results of operations or cash flows.
     Shown below is a summary of our obligations and the fair value of plan assets for the years ended December 31, 2003 and 2002.

     -------------------------------------------------------------------------------------------------
                                                                             2003              2002
     -------------------------------------------------------------------------------------------------
     Projected benefit obligation                                   $      27,617     $      26,148
     Accumulated benefit obligation                                        25,249            24,223
     Fair value of plan assets                                             28,154            24,999
     =================================================================================================

     During 2003, 2002 and 2001, as part of our workforce reduction programs, an enhanced retirement program was offered to eligible
     Pacific Telesis Group (PTG) nonmanagement employees.  This program offered eligible employees who voluntarily decided to
     terminate employment an enhanced pension benefit and increased eligibility for postretirement medical, dental and life insurance
     benefits.  Employees that accepted this offer and terminated employment totaled approximately 339 before the end of December 31,
     2003.  Approximately 3,600 and 1,400 employees terminated before the end of December 31, 2002 and 2001, respectively.  In
     addition to the net pension cost (benefit) reported in the tables above, enhanced pension benefits related to this program were
     recognized as an expense of $42 in 2003, $456 in 2002, and $164 in 2001.

     In September 2003, the Internal Revenue Service (IRS) increased the interest rate applicable to fourth-quarter pension plan lump
     sum calculations from 4.53% to 5.31%.  An increase in the interest rate had a negative impact on lump sum pension calculations
     for some of our employees.  We chose to extend the 4.53% pension plan lump sum benefit payout rate through October 31, 2003.  The
     extension of the lump sum benefit payout rate was accounted for as a special termination benefit and increased our fourth-quarter
     pension benefit expense approximately $28 in 2003.

     In October 2000, we implemented a voluntary enhanced pension and retirement program (EPR) to reduce the number of management
     employees.  Approximately 7,000 of the employees who accepted this offer terminated employment before December 31, 2000; however,
     under the program, approximately 2,400 employees were retained for up to one year.  We recognized $940 in settlement gains in
     2001 primarily associated with the EPR program.

     Also, in addition to the net pension cost (benefit) reported in the table disclosing the components of our net pension cost
     (benefit) and the aforementioned EPR settlement/curtailment gains, we recognized $29 in net settlement gains in 2002 and $423 in
     2001.  Net settlement gains in 2002 include settlement losses during the latter part of the year, reflecting the continued
     investment losses sustained by the plan.  We did not recognize any settlement gains or losses in 2003.


     Plan assets consist primarily of private and public equity, government and corporate bonds, index funds and real estate.  We
     maintain asset allocations to meet ERISA requirements.  Our principal investment objectives are: to ensure the availability of
     funds to pay pension benefits as they become due under a broad range of future economic scenarios; to maximize long-term
     investment return with an acceptable level of risk based on our pension obligations; and to be broadly diversified across and
     within the capital markets to insulate asset values against adverse experience in any one market.  Each asset class has a broadly
     diversified style.  Substantial biases toward any particular investing style or type of security are avoided by managing the
     aggregation of all accounts with portfolio benchmarks.  Asset and benefit obligation forecasting studies are conducted
     periodically, generally every two to three years, or when significant changes have occurred in benefits, participant
     demographics, or funded status.  Decisions regarding investment policy are made with an understanding of the effect of asset
     allocation on funded status, future contributions and pension expense.  Our current asset allocation policy is based on a
     forecasting study conducted in 2002.


     Our pension plan weighted-average asset target and actual allocations, by asset category are as follows:

     ------------------------------------------------------------------------------------------------
                                          Target Allocation             Percentage of Plan Assets
                                                                             at December 31,
                                                2004                          2003              2002
     ------------------------------------------------------------------------------------------------
     Equity securities
       Domestic                               40% - 50%                        49%              45%
       International                          12% - 18%                        17               15
     Debt securities                          25% - 35%                        27               30
     Real estate                               3% - 6%                          3                3
     Other                                     4% - 7%                          4                7
     ------------------------------------------------------------------------------------------------
     Total                                                                    100%             100%
     ================================================================================================

     Securities held include SBC common stock of approximately $6 and $8 and SBC bonds of approximately $2 and $5 at December 31, 2003
     and 2002.  Holdings in SBC securities represented approximately 0.03% and 0.05% of total plan assets at December 31, 2003 and
     2002.

     At December 31, 2003, benefit payments expected to be paid for the years 2004 through 2008 were $2,463, $2,224, $2,290, $2,369
     and $2,467 with $13,512 to be paid in the five years thereafter.  These expected benefit payments are estimated using the same
     assumptions used in determining our benefit obligation at December 31, 2003.  Because benefit payments will depend on future
     employment and compensation levels, average years employed at SBC and average life spans, among other factors, changes in any of
     these factors could significantly affect these expected amounts.

     Postretirement Benefits - We provide certain medical, dental and life insurance benefits to substantially all retired employees
     under various plans and accrue actuarially determined postretirement benefit costs as active employees earn these benefits.  We
     maintain Voluntary Employee Beneficiary Association (VEBA) trusts to partially fund these postretirement benefits; however, there
     are no ERISA or other regulations requiring these postretirement benefit plans to be funded annually.

     For postretirement benefit plans, the benefit obligation is the "accumulated postretirement benefit obligation", the actuarial
     present value as of a date of all future benefits attributed under the terms of the postretirement benefit plan to employee
     service rendered to that date.

     In January 2004, the FASB issued preliminary guidance (referred to as FSP FAS 106-1) on how employers should account for
     provisions of the recently enacted Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act).  The
     Medicare Act allows employers who sponsor a postretirement health care plan that provides a prescription drug benefit to receive
     a subsidy for the cost of providing that drug benefit.  In order for employers, such as us, to receive the subsidy payment under
     the Medicare Act, the value of our offered prescription drug plan must be at least equal to the value of the standard
     prescription drug coverage provided under Medicare Part D.  Due to our lower deductibles and better coverage of drug costs, we
     believe that our plan is of greater value than Medicare Part D.

     FSP FAS 106-1 permits us to recognize immediately this subsidy on our financial statements.  Accordingly, our accumulated
     postretirement benefit obligation decreased by $1,629, which, because the Medicare Act was enacted in 2003, was calculated using
     our year end 2002 assumed discount rate of 6.75%.  Had, at the time of adoption, we used our year end 2003 assumed discount rate
     of 6.25%, we would have decreased our accumulated postretirement benefit obligation by $1,888.  We accounted for the Medicare Act
     as a plan amendment and recorded the adjustment in the amortization of our liability, from the date of enactment of the Medicare
     Act, December 2003.  This decreased our 2003 postemployment benefit expense approximately $22 and we expect an annual decrease in
     prescription drug expense of $250 to $350 in future years.  Our accounting assumes that our plan will continue to provide drug
     benefits equivalent to Medicare Part D, that our plan will continue to be the primary plan for our retirees and that we will
     receive the subsidy.  We do not expect that the Medicare Act will have a significant effect on our retirees' participation in our
     postretirement benefit plan.  Specific authoritative guidance from the FASB on the accounting for this federal subsidy is pending
     and that guidance, when issued, could require us to change our estimates.

     The following table presents a reconciliation of the beginning and ending balances of the benefit obligation and shows the change
     in the accumulated postretirement benefit obligation for the years ended December 31:

     --------------------------------------------------------------------------------------------
                                                                      2003              2002
     --------------------------------------------------------------------------------------------
     Benefit obligation at beginning of year                   $     24,564      $     20,140
     Service cost - benefits earned during the period                   378               293
     Interest cost on accumulated postretirement
       benefit obligation                                             1,602             1,430
     Medicare Act initial recognition                                (1,629)                -
     Amendments                                                         (53)           (1,110)
     Actuarial loss                                                   3,552             4,932
     Special termination benefits                                         2                30
     Benefits paid                                                   (1,185)           (1,151)
     --------------------------------------------------------------------------------------------
     Benefit obligation at end of year                         $     27,231      $     24,564
     ============================================================================================

     In early 2004, nonmanagement retirees were notified of medical coverage changes that will become effective on January 1, 2005.
     These changes include adjustments to co-pays and deductibles for prescription drugs and a choice of medical plan coverage between
     the existing plans, including monthly contribution provisions or a plan with higher co-pays and deductibles but no required
     monthly contribution from the retiree during 2005.  We expect this change to reduce the benefit obligation in the range of $2,000
     to $3,500 in 2004.

     The following table sets forth the change in the value of plan assets for the years ended December 31, the plans' funded status
     at December 31 and the accrued postretirement benefit obligation liability recognized in our Consolidated Balance Sheets at
     December 31:

     --------------------------------------------------------------------------------------------
                                                                     2003              2002
     --------------------------------------------------------------------------------------------
     Fair value of plan assets at beginning of year            $      4,917      $      6,275
     Actual return on plan assets                                     1,167              (802)
     Employer contribution 1                                          1,312                 3
     Benefits paid                                                     (429)             (559)
     --------------------------------------------------------------------------------------------
     Fair value of plan assets at end of year 2                $      6,967      $      4,917
     ============================================================================================

     Unfunded status (fair value of plan assets
        less benefit obligation) 3                             $    (20,263)     $    (19,647)
     Unrecognized prior service cost (benefit)                       (2,664)           (1,109)
     Unrecognized net loss                                           12,788            10,335
     --------------------------------------------------------------------------------------------
     Accrued postretirement benefit obligation                 $    (10,139)     $    (10,421)
     ============================================================================================
     1 2003 includes reimbursements from a VEBA trust to us of $167 for qualified claims paid by us.  At the time of reimbursement we
       made a contribution of $167 to a different VEBA.
     2 Plan assets include SBC common stock of $5 at December 31, 2003 and 2002.
     3 (Unfunded) funded status is not indicative of our ability to pay ongoing postretirement benefits.  As noted above, while many
       companies do not, we maintain trusts to partially fund these postretirement benefits; however, there are no ERISA or other
       regulations requiring these postretirement benefit plans to be funded annually.

     The following table presents the components of postretirement benefit cost recognized in our Consolidated Statements of Income
     (gains are denoted with brackets and losses are not):

     --------------------------------------------------------------------------------------------------------
                                                                      2003           2002              2001
     --------------------------------------------------------------------------------------------------------
      Service cost - benefits earned during the period          $       378     $       293    $       256
      Interest cost on accumulated postretirement
        benefit obligation                                            1,602           1,430          1,316
      Expected return on assets                                        (525)           (689)          (665)
      Amortization of prior service cost (benefit)                     (122)            (28)            94
      Recognized actuarial (gain) loss                                  413              49             13
     --------------------------------------------------------------------------------------------------------
      Postretirement benefit cost 1                             $     1,746     $     1,055    $     1,014
     ========================================================================================================
      1 During 2003, the Medicare Act reduced postretirement benefit cost by $22.  This effect is included in several line items above.

     The fair value of plan assets allocated to the payment of life insurance benefits was $535 and $516 at December 31, 2003 and
     2002.  At December 31, 2003 and 2002, the accrued life insurance benefits included in the accrued postretirement benefit
     obligation were $1,059 and $943.

     In addition to the postretirement benefit cost reported in the table above, enhanced benefits related to the PTG nonmanagement
     early retirement program were recognized as an expense of $2, $30 and $9 in 2003, 2002 and 2001.

     The medical cost trend rate in 2004 is 9.0% for retirees 64 and under and 10.0% for retirees 65 and over, trending to an expected
     increase of 5.0% in 2009 for all retirees, prior to adjustment for cost-sharing provisions of the medical and dental plans for
     certain retired employees.  The assumed dental cost trend rate in 2004 is 5.0%.  A one percentage-point change in the assumed
     combined medical and dental cost trend rate would have the following effects:

     --------------------------------------------------------------------------------------------------------------
                                                                 One Percentage-            One Percentage-
                                                                 Point Increase             Point Decrease
     --------------------------------------------------------------------------------------------------------------
      Increase (decrease) in total of service
         and interest cost components                           $         301                 $        (239)
      Increase (decrease) in accumulated
         postretirement benefit obligation                              3,346                        (2,731)
     ==============================================================================================================

     We used the same significant assumptions for the discount rate, long-term rate of return on plan assets and composite rate of
     compensation increase used in calculating the accumulated postretirement benefit obligation and related postretirement benefit
     costs that we used in developing the pension information.  The reduction in the discount rate at December 31, 2003 and 2002
     resulted in an increase in our postretirement benefit obligation of approximately $1,800 and $2,062, respectively.  Should actual
     experience differ from the actuarial assumptions, the accumulated postretirement benefit obligation and postretirement benefit
     cost would be affected in future years.

     For the majority of our labor contracts that contain an annual dollar value cap for the purpose of determining contributions
     required from nonmanagement retirees, we have waived the cap during the relevant contract periods and thus not collected
     contributions from those retirees.  Therefore, in accordance with the substantive plan provisions required in accounting for
     postretirement benefits under GAAP, through 2003, we did not account for the cap in the value of our accumulated postretirement
     benefit obligation (i.e., we assumed the cap would be waived for all future contract periods).  If we had accounted for the cap
     as written in the contracts, our postretirement benefit cost would have been reduced by $884, $606 and $476 in 2003, 2002 and
     2001.  As noted above, the letters sent to nonmanagement retirees informed them of changes in medical coverage beginning in
     2005.  We anticipate the changes will reduce postretirement benefit cost in the range of $300 to $600 during 2004.

     Plan assets consist primarily of private and public equity, government and corporate bonds and index funds.  Our principal
     investment objectives are: to ensure the availability of funds to pay postretirement benefits as they become due under a broad
     range of future economic scenarios; to maximize long-term investment return with an acceptable level of risk; and to be broadly
     diversified across and within the capital markets to insulate asset values against adverse experience in any one market.

     Our postretirement benefit plan weighted-average asset target and actual allocations, by asset category are as follows:

     -----------------------------------------------------------------------------------------------
                                          Target Allocation            Percentage of Plan Assets
                                                                             at December 31,
                                                   2004                        2003             2002
     -----------------------------------------------------------------------------------------------
     Equity securities
       Domestic 1                             50% - 60%                        45%              58%
       International                          15% - 25%                        16               16
     Debt securities                          20% - 30%                        28               24
     Real estate                                none                            -                -
     Other                                     0% - 10%                        11                2
     -----------------------------------------------------------------------------------------------
     Total                                                                    100%             100%
     ===============================================================================================
     1  At December 31, 2003, Domestic equity securities did not include the funds from our late December 2003 voluntary VEBA
        contribution.  Our subsequent investment in January 2004 resulted in an allocation within the target range.

     Securities held include SBC common stock of approximately $5, or 0.07% of plan assets, and $5, or 0.1% of plan assets, at
     December 31, 2003 and 2002.

     While not required, we voluntarily contributed $445 and $700 to the VEBA trusts to partially fund postretirement benefits in the
     first and fourth quarters of 2003, respectively.  We are currently considering a voluntary contribution of assets, which may
     include cash and/or other investments of $1,000 or more.

     At December 31, 2003, benefit payments expected to be paid for the years 2004 through 2008 were $1,341, $1,443, $1,475, $1,567
     and $1,651 with $9,235 to be paid in the five years thereafter.  These expected benefit payments are estimated using the same
     assumptions used in determining our benefit obligation at December 31, 2003.  Because benefit payments will depend on future
     employment and compensation levels, average years employed at SBC and average life spans, among other factors, changes in any of
     these factors could significantly affect these expected amounts.

     Combined Net Pension and Postretirement Cost (Benefit) - The following table combines net pension cost (benefit) with
     postretirement benefit cost (gains are denoted with parentheses and losses are not):

     --------------------------------------------------------------------------------------------------------
                                                                      2003           2002              2001
     --------------------------------------------------------------------------------------------------------
      Net pension cost (benefit)                                $        89     $    (1,137)   $    (1,450)
      Postretirement benefit cost                                     1,746           1,055          1,014
     --------------------------------------------------------------------------------------------------------
      Combined net pension and postretirement
        cost (benefit)                                          $     1,835     $       (82)   $      (436)
     ========================================================================================================

     Our combined net pension and postretirement benefit decreased in 2003 primarily due to net investment losses and pension
     settlement gains recognized in 2002 and previous years, which reduced the amount of unrealized gains recognized in 2003.  (Under
     GAAP, if lump sum benefits paid from a plan to employees upon termination or retirement exceed required thresholds, we recognize
     a portion of previously unrecognized pension gains or losses attributable to that plan's assets and liabilities.  Until 2002, we
     had unrecognized net gains, primarily because our actual investment returns exceeded our expected investment returns.  During
     2002, we made lump sum benefit payments in excess of the GAAP thresholds, resulting in the recognition of net gains, referred to
     as "pension settlement gains".)

     The following four other factors also increased our combined net pension and postretirement cost in 2003:
     o   Our decision to lower our expected long-term rate of return on plan assets from 9.5% to 8.5% for 2003, based on our long-term
         view of future market returns, increased costs approximately $343.
     o   The reduction of the discount rates used to calculate service and interest cost from 7.5% to 6.75%, in response to lower
         corporate bond interest rates, increased this cost approximately $163.
     o   Higher-than-expected medical and prescription drug claims increased expense approximately $152.
     o   We increased the assumed medical cost trend rate in 2003 from 8.0% to 9.0% for retirees 64 and under and from 9.0% to 10.0%
         for retirees 65 and over, trending to an expected increase of 5.0% in 2009 for all retirees, prior to adjustment for
         cost-sharing provisions of the medical and dental plans for certain retired employees, in response to rising claim costs.
         This increase in the medical cost trend rate increased our combined net pension and postretirement cost approximately $187.

     As a result of this increase in our combined net pension and postretirement cost, we have taken steps to implement additional
     cost controls.  To offset some of the increases in medical costs mentioned above, in January 2003, we implemented cost-saving
     design changes in our management health plans including increased participant contributions for health coverage and increased
     prescription drug co-payments.  These changes reduced our postretirement cost approximately $229 in 2003.

     As previously discussed, in early 2004, the majority of nonmanagement retirees were informed of medical coverage changes.
     Retirees have the option of continuing coverage on their current plan, with the cap enforcement, or opting for coverage on an
     alternative plan with no required monthly contribution from the retiree during 2005.  We expect this change to reduce 2004
     expenses in the range of $300 to $600 and the projected benefit obligation in the range of $2,000 to $3,500.

     While we will continue our cost-cutting efforts discussed above, certain factors, such as investment returns, depend largely on
     trends in the U.S. securities markets and the general U.S. economy, and we cannot control these factors.  In particular,
     uncertainty in the securities markets and U.S. economy could result in investment volatility and significant changes in plan
     assets, which under GAAP we will recognize over the next several years.  As a result of these economic impacts and assumption
     changes discussed above, we expect a combined net pension and postretirement cost of between $1,000 and $1,400 in 2004.
     Approximately 10% of these costs will be capitalized as part of construction labor, providing a small reduction in the net
     expense recorded.  Additionally, should actual experience differ from actuarial assumptions, combined net pension and
     postretirement cost would be affected in future years.

     The weighted average expected return on assets assumption, which reflects our view of long-term returns, is one of the most
     significant of the weighted average assumptions used to determine our actuarial estimates of pension and postretirement benefit
     expense.  Based on our long-term expectations of market returns in future years, our long-term rate of return on plan assets is
     8.5% for 2004.  If all other factors were to remain unchanged, we expect a 1% decrease in the expected long-term rate of return
     would cause 2004 combined pension and postretirement cost to increase approximately $408 over 2003 (analogous change would result
     from a 1% increase).

     Under GAAP, the expected long-term rate of return is calculated on the market-related value of assets (MRVA).  GAAP requires that
     actual gains and losses on pension and postretirement plan assets be recognized in the MRVA equally over a period of not more
     than five years.  We use a methodology, allowed under GAAP, under which we hold the MRVA to within 20% of the actual fair value
     of plan assets, which can have the effect of accelerating the recognition of excess actual gains and losses into the MRVA to less
     than five years.  Due to investment losses on plan assets experienced in recent years, this methodology contributed approximately
     $605 to our combined net pension and postretirement cost in 2003 as compared with not using this methodology.  This methodology
     did not have a significant effect on our 2002 or 2001 combined net pension and postretirement benefit as the MRVA was almost
     equal to the fair value of plan assets.  Largely due to investment returns in 2003, we do not expect this methodology to have a
     significant impact in our combined net pension and postretirement costs in 2004.

     Supplemental Retirement Plans - We also provide senior- and middle-management employees with nonqualified, unfunded supplemental
     retirement and savings plans.  These plans include supplemental pension benefits as well as compensation deferral plans, some of
     which include a corresponding match by us based on a percentage of the compensation deferral.  Expenses related to these plans
     were $142, $142 and $166 in 2003, 2002 and 2001.  Liabilities of $1,718 and $1,629 related to these plans have been included in
     "Other noncurrent liabilities" on our Consolidated Balance Sheets at December 31, 2003 and 2002.

Note 11.  Employee Stock Ownership Plans (ESOP)

     We maintain contributory savings plans that cover substantially all employees.  Under the savings plans, we match a stated
     percentage of eligible employee contributions, subject to a specified ceiling.

     We extended the terms of certain ESOPs through previous internal refinancing of the debt, which resulted in approximately 75
     million of allocated SBC shares and significantly less than 1 million unallocated SBC shares remaining in one of those ESOPs at
     December 31, 2002.  This internal refinancing of ESOP debt was paid off in December 2002 with our matching contributions to the
     savings plan, dividends paid on SBC shares and interest earned on funds held by the ESOPs.  There were no debt-financed SBC
     shares held by the ESOPs, allocated or unallocated, at December 31, 2003.

     In 2003, our match of employee contributions to the savings plans was fulfilled with purchases of SBC's stock on the open
     market.  Prior to December 31, 2002, our match of employee contributions to the savings plan was fulfilled with shares of stock
     purchased with the proceeds of an ESOP note and the purchases of SBC's stock in the open market.  Shares purchased with the
     proceeds of an ESOP note were released for allocation to the accounts of employees as employer-matching contributions were earned
     by participants and paid to the ESOP by us.  In 2003, the benefit cost was based on the cost of shares allocated to participating
     employees' accounts.  Prior to December 31, 2002, benefit cost was based on a combination of the contributions to the savings
     plans and the cost of shares allocated to participating employees' accounts.  Prior to December 31, 2002, both benefit cost and
     interest expense on the ESOP notes were reduced by dividends on SBC's shares held by the ESOPs and interest earned on the ESOPs'
     funds.

     Information related to the ESOPs and the savings plans is summarized below:

     -------------------------------------------------------------------------------------------------------------
                                                                               2003          2002           2001
     -------------------------------------------------------------------------------------------------------------
     Benefit expense - net of dividends and interest income               $     300     $     216      $     185
     -------------------------------------------------------------------------------------------------------------
     Total expense                                                        $     300     $     216      $     185
     =============================================================================================================
     Company contributions for ESOPs                                      $       -     $     165      $     177
     =============================================================================================================
     Dividends and interest income for debt service                       $       -     $       8      $      58
     =============================================================================================================


Note 12.  Stock-Based Compensation

     Under our various plans, senior and other management and nonmanagement employees and nonemployee directors have received stock
     options, performance stock units and other nonvested stock units.  Stock options issued through December 31, 2003 carry exercise
     prices equal to the market price of the stock at the date of grant and have maximum terms ranging from five to ten years.
     Beginning in 1994 and ending in 1999, certain Ameritech employees were awarded grants of nonqualified stock options with dividend
     equivalents.  Depending upon the grant, vesting of stock options may occur up to five years from the date of grant, with most
     options vesting on a graded basis over three years (1/3 of the grant vests after one year, another 1/3 vests after two years and
     the final 1/3 vests after three years from the grant date).  Performance stock units are granted to key employees based upon the
     common stock price at the date of grant and are awarded in the form of common stock and cash at the end of a two- or three-year
     period, subject to the achievement of certain performance goals.  Nonvested stock units are valued at the market price of the
     stock at the date of grant and vest over a three- to five-year period.  As of December 31, 2003, we were authorized to issue up
     to 80 million shares of stock (in addition to shares that may be issued upon exercise of outstanding options or upon vesting of
     performance stock units or other nonvested stock units) to officers, employees and directors pursuant to these various plans.

     We use an accelerated method of recognizing compensation cost for fixed awards with graded vesting, which essentially treats the
     grant as three separate awards, with vesting periods of 12, 24 and 36 months for those that vest over three years.  As noted
     above, a majority of our options vest over three years and for those we recognize approximately 61% of the associated
     compensation expense in the first year, 28% in the second year and the remaining 11% in the third year.  As allowed by FAS 123,
     we accrue compensation cost as if all options granted subject only to a service requirement are expected to vest.  The effects of
     actual forfeitures of unvested options are recognized (as a reversal of expense) as they occur.

     The compensation cost that has been charged against income for these plans and our other stock-based compensation plans is as
     follows:

     ---------------------------------------------------------------------------------------------------------
                                                                       2003            2002           2001
     ---------------------------------------------------------------------------------------------------------
     Stock option expense under FAS 123                          $      183      $      390      $     380
     Mark-to-market effect on dividend equivalents                        4             (36)           (33)
     Other                                                               57              19             33
     ---------------------------------------------------------------------------------------------------------
     Total                                                       $      244      $      373      $     380
     =========================================================================================================

     The estimated fair value of the options when granted is amortized to expense over the options' vesting period.  The
     weighted-average, fair value of each option granted during 2003, 2002 and 2001 was $3.88, $6.57 and $8.37.  The fair value for
     these options was estimated at the date of grant, using a Black-Scholes option pricing model with the following weighted-average
     assumptions used for grants in 2003, 2002 and 2001: risk-free interest rate of 3.64%, 4.33% and 4.51%; dividend yield of 4.40%,
     3.04% and 2.37%; expected volatility factor of 22%, 23% and 24%; and expected option life of 6.7, 4.4 and 4.0 years.


     Information related to options is summarized below (shares in millions):

     ----------------------------------------------------------------------------------------------------------
                                                                                               Weighted-
                                                                                           Average Exercise
                                                                               Number            Price
     ----------------------------------------------------------------------------------------------------------
     Outstanding at January 1, 2001                                               156            $33.53
     Granted                                                                       76             43.41
     Exercised                                                                    (13)            24.41
     Forfeited/Expired                                                            (12)            43.09
     ------------------------------------------------------------------------------------
     Outstanding at December 31, 2001
          (109 exercisable at weighted-average price of $32.36)                   207             37.21
     Granted                                                                       36             35.50
     Exercised                                                                     (7)            20.80
     Forfeited/Expired                                                             (7)            41.20
     ------------------------------------------------------------------------------------
     Outstanding at December 31, 2002
          (154 exercisable at weighted-average price of $36.48)                   229             37.31
     Granted                                                                       15             24.71
     Exercised                                                                     (6)            19.64
     Forfeited/Expired                                                             (7)            37.09
     ------------------------------------------------------------------------------------
     Outstanding at December 31, 2003
          (181 exercisable at weighted-average price of $37.66)                   231            $36.94
     ==========================================================================================================

     Information related to options outstanding at December 31, 2003:

     ----------------------------------------------------------------------------------------------------------------
     Exercise Price Range                      $14.62 - $17.49    $17.50 - $29.99   $30.00 - $35.49   $35.50 - $58.88
     ----------------------------------------------------------------------------------------------------------------
     Number of options
      (in millions):
         Outstanding                                         3                 55                 8              165
         Exercisable                                         3                 40                 8              130
     Weighted-average exercise price:
         Outstanding                                    $15.57             $24.66            $33.97           $41.57
         Exercisable                                    $15.57             $24.65            $33.97           $42.48
     Weighted-average remaining
      contractual life                              0.87 years         4.38 years        5.08 years       6.77 years
     ===============================================================================================================

     As of December 31, additional shares available under stock options with dividend equivalents were approximately 1 million in
     2003, 2002 and 2001.

     Additionally, during 2003, 2002 and 2001, performance stock (performance shares) units and other nonvested units of 2,942,591,
     937,094 and 727,046 were issued with a weighted-average, grant-date fair value of $24.44, $35.30 and $46.63.

Note 13.  Shareowners' Equity

From time to time, we repurchase shares of common stock for distribution through our employee benefit plans or in connection with
certain acquisitions.  In December 2003, the Board of Directors authorized the repurchase of up to 350 million shares of SBC common
stock.  This replaced previous authorizations from November 2001 and January 2000 that combined for up to 200 million shares.  As of
December 31, 2003, we had repurchased a total of approximately 161 million shares of our common stock of the 200 million previously
authorized to be repurchased.

In 2000 and 2001, we entered into a series of put options on SBC stock which allowed institutional counterparties to sell us SBC
shares at agreed-upon prices.  The put options were exercisable only at maturity, and we had the right to settle the put options by
physical settlement of the options or by net share settlement using shares of SBC common stock.  At December 31, 2001, we had a
maximum potential obligation to purchase 9 million shares of our common stock at a weighted average exercise price of $37.45 per
share. We received cash of $38 in 2001 and $65 in 2000 from these transactions, which was credited to capital in excess of par value
in shareowners' equity.  During 2002, put options representing 3 million shares expired unexercised.  Additionally in 2002, 6 million
shares of our common stock were put to us under these options at a weighted average price of $39.14 per share, which was
approximately $9 per share over the then-market price of our stock.  As settlement of the obligation, we elected to purchase the
shares instead of using net share settlement.  The excess cash paid of approximately $55 was debited to capital in excess of par
value in shareowners' equity.  We had no put options outstanding at December 31, 2003 or 2002.

Note 14.  Additional Financial Information

     ---------------------------------------------------------------------------------------------------------------
                                                                                             December 31,
                                                                                      ------------------------------
     Balance Sheets                                                                        2003             2002
     ---------------------------------------------------------------------------------------------------------------
     Accounts payable and accrued liabilities:
         Accounts payable                                                           $     3,108      $     3,395
         Advance billing and customer deposits                                            1,252            1,240
         Compensated future absences                                                        823              858
         Accrued interest                                                                   364              446
         Accrued payroll                                                                  1,178              764
         Other                                                                            4,145            2,710
     ---------------------------------------------------------------------------------------------------------------
     Total                                                                          $    10,870      $     9,413
     ===============================================================================================================

     ---------------------------------------------------------------------------------------------------------------
     Statements of Income                                                   2003           2002             2001
     ---------------------------------------------------------------------------------------------------------------
     Advertising expense                                          $          867    $       432      $       363
     ===============================================================================================================
     Interest expense incurred                                    $        1,278    $     1,440      $     1,718
     Capitalized interest                                                    (37)           (58)            (119)
     ---------------------------------------------------------------------------------------------------------------
     Total interest expense                                       $        1,241    $     1,382      $     1,599
     ===============================================================================================================

     ---------------------------------------------------------------------------------------------------------------
     Statements of Cash Flows                                               2003           2002             2001
     ---------------------------------------------------------------------------------------------------------------
     Cash paid during the year for:
         Interest                                                 $        1,359    $     1,480      $     1,546
         Income taxes, net of refunds                                      1,321          1,315            2,696
     ===============================================================================================================

     No customer accounted for more than 10% of consolidated revenues in 2003, 2002 or 2001.

     Approximately two-thirds of our employees are represented by the Communications Workers of America (CWA) or the International
     Brotherhood of Electrical Workers (IBEW).  The four largest collective bargaining agreements between the CWA and our
     subsidiaries, covering approximately 56% of our employees, expire April 1, 2004 through April 3, 2004.  In an agreement announced
     on February 4, 2004, the CWA agreed to give us 30 days notice before taking any strike action if a settlement is not reached by
     contract expiration in early April, 2004.  In turn, we agreed to continue to provide health care benefits to employees in the
     event of a strike.  The largest IBEW agreement covering approximately 7% of our employees expires on June 26, 2004.

Note 15.  Related Party Transactions

     We have made advances to Cingular that totaled $5,885 at December 31, 2003 and 2002.  We earned interest income on these advances
     of $397 during 2003, $441 in 2002 and $555 in 2001.  In July 2003, we renegotiated the terms of these advances with Cingular to
     reduce the interest rate from 7.5% to 6.0% and extended the maturity date of the loan from March 2005 to June 2008.  In addition,
     for access and long-distance services sold to Cingular on a wholesale basis, we generated revenue of $476 in 2003, $343 in 2002
     and $120 in 2001.  Also, under a marketing agreement with Cingular relating to Cingular customers added through SBC sales
     sources, we received commission revenue of $63 in 2003, $6 in 2002 and $0 in 2001.  The offsetting expense amounts are recorded
     by Cingular, of which 60% flows back to us through Equity in Net Income of Affiliates.

Note 16.  Contingent Liabilities

     In addition to issues specifically discussed elsewhere, we are party to numerous lawsuits, regulatory proceedings and other
     matters arising in the ordinary course of business.  In our opinion, although the outcomes of these proceedings are uncertain,
     they should not have a material adverse effect on the company's financial position, results of operations or cash flows.

Note 17.  Subsequent Event

     On February 17, 2004, Cingular announced an agreement to acquire AT&T Wireless Services Inc. (AT&T Wireless).  Under the terms of
     the agreement, shareholders of AT&T Wireless will receive cash of $15.00 per common share, or approximately $41,000.  The
     acquisition is subject to approval by AT&T Wireless shareholders and federal regulators.  Based on our 60% equity ownership of
     Cingular, we expect to provide approximately $25,000 of the purchase price.  As a result, equity ownership and management control
     of Cingular will not be impacted after the acquisition.

Note 18.  Quarterly Financial Information (Unaudited)

     -------------------------------------------------------------------------------------------------------------------
                     Total                                      Basic        Diluted
      Calendar     Operating     Operating        Net         Earnings      Earnings              Stock Price
                                                                                        --------------------------------
      Quarter      Revenues       Income        Income        Per Share     Per Share     High        Low       Close
     -------------------------------------------------------------------------------------------------------------------
     2003
     First       $    10,333   $    1,898    $    4,996     $    1.50     $    1.50    $   31.65  $   18.85  $  20.06
     Second           10,204        1,749         1,388          0.42          0.42        27.35      19.65     25.55
     Third            10,239        1,610         1,216          0.37          0.37        26.88      21.65     22.25
     Fourth           10,067        1,212           905          0.27          0.27        26.15      21.16     26.07
     -----------------------------------------------------
     Annual      $    40,843   $    6,469    $    8,505          2.56          2.56
     ===================================================================================================================

     -------------------------------------------------------------------------------------------------------------------
     2002
     First       $    10,522   $    2,182    $     (193)    $   (0.06)    $   (0.06)   $   40.99  $   34.29  $  37.44
     Second           10,843        2,164         1,782          0.53          0.53        38.40      27.85     30.50
     Third            10,556        2,029         1,709          0.51          0.51        31.96      19.57     20.10
     Fourth           11,217        2,248         2,355          0.71          0.71        29.10      19.80     27.11
     -----------------------------------------------------
     Annual      $    43,138   $    8,623    $    5,653          1.70          1.69
     ===================================================================================================================

     The first quarter of 2003 includes cumulative effect of accounting changes of $2,541(income before cumulative effect of
     accounting changes was $2,455): a benefit of $3,677, or $1.10 per share, related to the adoption of FAS 143 and a charge of
     $1,136, or $0.34 per share, related to the change in the method in which we recognize revenues and expenses related to publishing
     directories from the "issue basis" method to the "amortization" method (see Note 1).  The benefit of $3,677 included a charge of
     $7 representing our share of the loss related to TDC's fourth-quarter 2003 adoption of FAS 143.  The effect of this noncash
     charge was to reduce our previously reported first-quarter 2003 net income by $7, or $0.01 per share.  The fourth quarter of 2003
     includes an extraordinary loss of $7 (income before extraordinary loss was $912) related to consolidation of real estate leases
     under FIN 46 (see Note 1).  The first quarter of 2002 includes a cumulative effect of accounting change of $1,820, or $0.54 per
     share (income before cumulative effect of accounting change was $1,627), from the adoption of FAS 142 (see Note 1).




                                                         Report of Management

The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United
States.  The integrity and objectivity of the data in these financial statements, including estimates and judgments relating to
matters not concluded by year end, are the responsibility of management, as is all other information included in the Annual Report,
unless otherwise indicated.

The financial statements of SBC Communications Inc. (SBC) have been audited by Ernst & Young LLP, independent auditors.  Management
has made available to Ernst & Young LLP all of SBC's financial records and related data, as well as the minutes of shareowners' and
directors' meetings.  Furthermore, management believes that all representations made to Ernst & Young LLP during its audit were valid
and appropriate.

Management has established and maintains a system of internal accounting controls that provides reasonable assurance as to the
integrity and reliability of the financial statements, the protection of assets from unauthorized use or disposition and the
prevention and detection of fraudulent financial reporting.  The concept of reasonable assurance recognizes that the costs of an
internal accounting controls system should not exceed, in management's judgment, the benefits to be derived.

Management maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by SBC
is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules
and forms.

Management also seeks to ensure the objectivity and integrity of its financial data by the careful selection of its managers, by
organizational arrangements that provide an appropriate division of responsibility and by communication programs aimed at ensuring
that its policies, standards and managerial authorities are understood throughout the organization.  Management regularly monitors
the system of internal accounting controls for compliance.  SBC maintains an internal auditing program that independently assesses
the effectiveness of the internal accounting controls and recommends improvements thereto.

The Audit Committee of the Board of Directors meets periodically with management, the internal auditors and the independent auditors
to review the manner in which they are performing their respective responsibilities and to discuss auditing, internal accounting
controls and financial reporting matters.  Both the internal auditors and the independent auditors periodically meet alone with the
Audit Committee and have access to the Audit Committee at any time.



/s/ Edward E. Whitacre Jr.
- --------------------------
Edward E. Whitacre Jr.
Chairman of the Board and
Chief Executive Officer



/s/ Randall Stephenson
- ----------------------
Randall Stephenson
Senior Executive Vice President and
Chief Financial Officer




                                                    Report of Independent Auditors



The Board of Directors and Shareowners
SBC Communications Inc.

We have audited the accompanying consolidated balance sheets of SBC Communications Inc. (the Company) as of December 31, 2003 and
2002, and the related consolidated statements of income, shareowners' equity, and cash flows for each of the three years in the
period ended December 31, 2003.  These financial statements are the responsibility of the Company's management.  Our responsibility
is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States.  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the 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 SBC Communications Inc. at December 31, 2003 and 2002, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the
United States.

As discussed in Note 1 to the consolidated financial statements, in 2003 the Company changed its method of recognizing revenues and
expenses related to publishing directories, as well as the method of accounting for the costs of removal of long-term assets.  Also
as discussed in Note 1 to the consolidated financial statements, in 2002 the Company changed its method of accounting for goodwill
and other intangibles.



/s/ Ernst & Young LLP
- -----------------------
San Antonio, Texas
February 9, 2004
except for Note 17, as to which the date is
February 19, 2004


EX-21 9 ex21.htm SBC SUBSIDIARIES
Exhibit 21

                                        PRINCIPAL SUBSIDIARIES OF
                                         SBC COMMUNICATIONS INC.
                                         AS OF DECEMBER 31, 2003


                 Name                           State of Incorporation                 Conducts Business Under
- ---------------------------------------- -------------------------------------- --------------------------------------
Ameritech Corporation                                  Delaware                                 Same

Illinois Bell Telephone                                Illinois                           SBC Illinois; SBC
  Company

Indiana Bell Telephone                                  Indiana                           SBC Indiana; SBC
  Company, Incorporated

Michigan Bell Telephone                                Michigan                           SBC Michigan; SBC
  Company

Nevada Bell Telephone                                   Nevada                             SBC Nevada; SBC
  Company

Pacific Bell Telephone                                California                        SBC Pacific Bell; SBC
  Company

Pacific Telesis Group                                   Nevada                                  Same

SBC International, Inc.                                Delaware                                 Same

Southern New England                                  Connecticut                               Same
  Telecommunications
  Corporation

Southwestern Bell Communications                       Delaware                           SBC Long Distance
   Services, Inc.

Southwestern Bell                                        Texas                       SBC Southwestern Bell; SBC
  Telephone, L.P.

Southwestern Bell                                      Missouri                                 Same
  Yellow Pages, Inc.

Sterling Commerce, Inc.                                Delaware                                 Same

The Ohio Bell Telephone                                  Ohio                               SBC Ohio; SBC
  Company

The Southern New England                              Connecticut                             SBC SNET
  Telephone Company

The Woodbury Telephone                                Connecticut                             Same; SBC
  Company

Wisconsin Bell, Inc.                                   Wisconsin                         SBC Wisconsin; SBC

EX-23 10 ex23.htm CONSENT
                                                    CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation  by reference in this Annual Report (Form 10-K) of SBC  Communications  Inc. (SBC) of our report dated
February  9, 2004  (except  for Note 17,  as to which  the date is  February  19,  2004),  included  in the 2003  Annual  Report to the
Shareowners of SBC.

Our audits also included the financial  statement  schedules of SBC listed in Item 15(a). These schedules are the responsibility of SBC's management.  Our responsibility is to express an opinion based on our audits. In our opinion,  the financial  statement schedules
referred to above,  when  considered in relation to the basic  financial  statements  taken as a whole,  present fairly in all material
respects the information set forth therein.

We consent to the  incorporation by reference in the Registration  Statements (Form S-8) pertaining to the SBC Savings Plan and the SBC
Savings and  Security  Plan and other  certain  plans (Nos.  333-101433  and  333-11026),  the Stock  Savings  Plan (Nos.  33-54291 and
333-34062),  the 1992 Stock  Option  Plan (No.  33-49855),  the 1995  Management  Stock  Option  Plan  (Nos.  33-61715,  333-49343  and
333-95887),  the 1996 Stock and Incentive Plan and the 2001 Incentive Plan (Nos.  333-30669 (1996 Plan only) and  333-54398),  the 2001
Stock Option Grant to  Bargained-for  and Certain Other  Employees  (No.  333-58332),  and in the  Registration  Statements  (Form S-3)
pertaining to SBC Communications  Inc. (Nos.  333-36926 and 333-105774) and in the related  prospectuses,  of our report dated February
9, 2004  (except for Note 17, as to which the date is  February  19,  2004),  with  respect to the  consolidated  financial  statements
incorporated  herein by  reference,  and our report  included  in the  preceding  paragraph  with  respect to the  financial  statement
schedules included in this Annual Report (Form 10-K) for the year ended December 31, 2003.

/s/ Ernst & Young LLP
San Antonio, Texas
March 8, 2004



EX-24 11 ex24.htm POWER OF ATTORNEY
Exhibit 24


                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is an officer and a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints James D. Ellis, Randall L.
Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San Antonio and State of
Texas, his attorneys for him and in his name, place and stead, and in each of his offices and capacities in the
Corporation, to execute and file such annual report, and thereafter to execute and file any amendment or
amendments thereto, hereby giving and granting to said attorneys full power and authority to do and perform each
and every act and thing whatsoever requisite and necessary to be done in and concerning the premises, as fully to
all intents and purposes as the undersigned might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Edward E. Whitacre, Jr.
- ---------------------------
Edward E. Whitacre, Jr.
Chairman of the Board, Director
and Chief Executive Officer







                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is an officer of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San Antonio and State of
Texas, his attorneys for him and in his name, place and stead, and in his office and capacity in the Corporation,
to execute and file such annual report, and thereafter to execute and file any amendment or amendments thereto,
hereby giving and granting to said attorneys full power and authority to do and perform each and every act and
thing whatsoever requisite and necessary to be done in and concerning the premises, as fully to all intents and
purposes as the undersigned might or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Randall L. Stephenson
- -------------------------
Randall L. Stephenson
Senior Executive Vice President and
Chief Financial Officer






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Gilbert F. Amelio
- ---------------------
Gilbert F. Amelio
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Clarence C. Barksdale
- -------------------------
Clarence C. Barksdale
Director







                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ James E. Barnes
- -------------------
James E. Barnes
Director







                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ August A. Busch III
- -----------------------
August A. Busch III
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ William P. Clark
- --------------------
William P. Clark
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Martin K. Eby, Jr.
- ----------------------
Martin K. Eby, Jr.
Director







                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Herman E. Gallegos
- ---------------------
Herman E. Gallegos
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Jess T. Hay
- ---------------
Jess T. Hay
Director









                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ James A. Henderson
- ----------------------
James A. Henderson
Director









                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Carlos Slim Helú
- --------------------
Carlos Slim Helú
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Bobby R. Inman
- ------------------
Bobby R. Inman
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Charles F. Knight
- ---------------------
Charles F. Knight
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Lynn M. Martin
- ------------------
Lynn M. Martin
Director









                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ John B. McCoy
- -----------------
John B. McCoy
Director









                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Mary S. Metz
- ----------------
Mary S. Metz
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Toni Rembe
- --------------
Toni Rembe
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ S. Donley Ritchey
- ---------------------
S. Donley Ritchey
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Joyce M. Roché
- ------------------
Joyce M. Roché
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Laura D'Andrea Tyson
- ------------------------
Laura D'Andrea Tyson
Director






                                                 POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS:

                  THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the
"Corporation," proposes to file with the Securities and Exchange Commission, under the provisions of the
Securities Exchange Act of 1934, as amended, an annual report on Form 10-K; and

                  WHEREAS, the undersigned is a director of the Corporation;

                  NOW, THEREFORE, the undersigned hereby constitutes and appoints Edward E. Whitacre, Jr., James
D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San
Antonio and State of Texas, the attorneys for the undersigned and in the undersigned's name, place and stead, and
in the undersigned's office and capacity in the Corporation, to execute and file such annual report, and
thereafter to execute and file any amendment or amendments thereto, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be
done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned executed this Power of Attorney the 30th day of January
2004.




/s/ Patricia P. Upton
- ---------------------
Patricia P. Upton
Director

EX-31 12 ex31a.htm CERTIFICATION - WHITACRE
                                                                                                           Exhibit 31.1
                                                             CERTIFICATION
                                                             -------------

I, Edward E. Whitacre Jr., certify that:

1.  I have reviewed this report on Form 10-K of SBC Communications Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
    respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
    material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
    presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
    supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during the period in which this report is being prepared;
c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions
    about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
    such evaluation; and
d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
    registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
    materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
    financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
    performing the equivalent functions):
a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
    are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial
    information; and
b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
    internal control over financial reporting.

Date: March 10, 2004

/s/ Edward E. Whitacre Jr.
- --------------------------
Edward E. Whitacre Jr.
Chairman and Chief Executive Officer

Note:  Section 4(b) has been deleted pursuant to the transitional rule set forth in the Commission's Release Nos. 33-8238; 34-47986;
IC-26068, dated June 5, 2003.



EX-31 13 ex31b.htm CERTIFICATION - STEPHENSON
                                                                                         Exhibit 31.2
                                                     CERTIFICATION
                                                     -------------

I, Randall Stephenson, certify that:

1.  I have reviewed this report on Form 10-K of SBC Communications Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
    material fact necessary to make the statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly
    present in all material respects the financial condition, results of operations and cash flows of the registrant
    as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
    under our supervision, to ensure that material information relating to the registrant, including its consolidated
    subsidiaries, is made known to us by others within those entities, particularly during the period in which this
    report is being prepared;
c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
    our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
    covered by this report based on such evaluation; and
d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
    during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
    annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
    internal control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
    control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board
    of directors (or persons performing the equivalent functions):
a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial
    reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize
    and report financial information; and
b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the
    registrant's internal control over financial reporting.

Date: March 10, 2004

/s/ Randall Stephenson
- ----------------------
Randall Stephenson
Senior Executive Vice President
   and Chief Financial Officer

Note:  Section 4(b) has been deleted pursuant to the transitional rule set forth in the Commission's Release Nos.
33-8238; 34-47986; IC-26068, dated June 5, 2003.



EX-32 14 ex32.htm CERTIFICATION OF PERIODIC FINANCIAL REPORTS
                                                                                                 Exhibit 32

                                      Certification of Periodic Financial Reports
                                      -------------------------------------------



      Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of SBC Communications Inc. (the "Company")
hereby certifies that the Company's Annual Report on Form 10-K for the year ended December 31, 2003 (the "Report")
fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934
and that information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.


March 10, 2004                                                  March 10, 2004


By:     /s/ Edward E. Whitacre Jr.                              By:       /s/ Randall Stephenson
       ---------------------------                                       -----------------------
       Edward E. Whitacre Jr.                                            Randall Stephenson
       Chairman and Chief Executive Officer                              Senior Executive Vice President
                                                                           and Chief Financial Officer


The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as
part of the Report or as a separate disclosure document.  This certification shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to liability under that
section.  This certification shall not be deemed to be incorporated by reference into any filing under the Securities
Act of 1933 or the Exchange Act except to the extent this Exhibit 32 is expressly and specifically incorporated by
reference in any such filing.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging,
or otherwise adopting the signature that appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to SBC Communications Inc. and will be retained by SBC and furnished to the
Securities and Exchange Commission or its staff upon request.





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