Exhibit 99-e Form 10-K for 1998 File No. 1-8610 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1998 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission file number 1-8610 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: SNET MANAGEMENT RETIREMENT SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: SBC COMMUNICATIONS INC. 175 E. Houston Street, San Antonio, Texas 78205-2233 Form 11-K SBC Communications Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Employees' Benefit Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. SNET MANAGEMENT RETIREMENT SAVINGS PLAN By Benefit Plan Committee By /s/ Karen Jennings -------------------------- (Karen Jennings, Chairman) June 28, 1999 SNET MANAGEMENT RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES TABLE OF CONTENTS Report of Independent Auditors Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1998. Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1997. Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the Year Ended December 31, 1998. Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the Year Ended December 31, 1997. Notes to Financial Statements. ITEM 27a - Schedule of Assets Held for Investment Purposes as of December 31,1998. ITEM 27d - Schedule of Reportable Transactions for the Year Ended December 31,1998. Report of Independent Auditors To the Benefit Plan Committee of the SNET Management Retirement Savings Plan We have audited the accompanying statement of net assets available for plan benefits of the SNET Management Retirement Savings Plan as of December 31, 1998, and the related statement of changes in net assets available for plan benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the SNET Management Retirement Savings Plan for the year ended December 31, 1997, were audited by other auditors whose report dated June 5, 1998, expressed an unqualified opinion on those statements. We conducted our audit in accordance with generally accepted auditing standards. 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998, and the changes in its net assets available for benefits for the year then ended, in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the 1998 financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1998, and reportable transactions for the year then ended, are presented for purpose of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and the changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to auditing procedures applied in our audit of the 1998 financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. ERNST & YOUNG LLP Stamford, Connecticut May 26, 1999 SNET MANAGEMENT RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION DECEMBER 31, 1998 (in Thousands) ESOP Common Interest Domestic International Shares Shares Income Equity Balanced Equity Participant ASSETS Fund Fund (a) Fund (a) Fund (a) Fund (a) Fund (a) Loan Fund Total - ---------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ---------- ---------- Investments, at fair value: Common shares $ 189,437 $ 91,962 $ 281,399 Fixed income securities $ 105,711 105,711 Barclays Equity Funds $ 145,302 $ 16,797 $ 8,394 170,493 Barclays Debt Fund 9,461 9,461 Barclays Tactical Asset Allocations Fund 6,876 6,876 Participant loans receivable $ 9,077 9,077 Temporary cash investments 1,415 3,559 1,744 6,718 ---------- ---------- --------- ---------- ---------- ---------- ---------- ---------- Total Investments 190,852 95,521 107,455 145,302 33,134 8,394 9,077 589,735 ---------- ---------- --------- ---------- ---------- ---------- ---------- ---------- Employee contributions and employer contributions receivable 5,199 56 5,255 Due from broker 249 97 23 369 Fund, plan and other transfers receivable-net 1,444 93 1,537 Dividends and interest receivable 6 14 13 33 ---------- ---------- --------- ---------- ---------- ---------- ---------- ---------- Total Assets 196,057 96,979 107,468 145,700 33,231 8,417 9,077 596,929 ---------- ---------- --------- ---------- ---------- ---------- ---------- ---------- LIABILITIES - ---------------------------------- Fund, plan and other transfers payable-net 1,386 102 15 34 1,537 ESOP loans payable 20,216 20,216 Interest payable on ESOP loans 944 944 Administrative expenses payable 7 6 2 1 16 ---------- ---------- --------- ---------- ---------- ---------- ---------- ---------- Total Liabilities 21,160 - 1,393 6 104 16 34 22,713 ---------- ---------- --------- ---------- ---------- ---------- ---------- ---------- Net Assets Available for Plan Benefits $ 174,897 $ 96,979 $ 106,075 $ 145,694 $ 33,127 $ 8,401 $ 9,043 $ 574,216 ========== ========== ========= ========== ========== ========== ========== ========== (a) Participant directed investment fund See Notes to Financial Statements SNET MANAGEMENT RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION DECEMBER 31, 1997 (in Thousands) ESOP Common Interest Domestic International Shares Shares Income Equity Balanced Equity Participant ASSETS Fund Fund (a) Fund (a) Fund (a) Fund (a) Fund (a) Loan Fund Total - ---------------------------------- ---------- ---------- ---------- ---------- --------- ---------- ---------- --------- Investments, at fair value: Common shares $ 103,911 $ 46,937 $ 150,848 Fixed income securities $ 99,674 99,674 Barclays Equity Funds $ 125,096 $ 11,601 $ 7,582 144,279 Barclays Debt Fund 6,419 6,419 Barclays Tactical Asset Allocations Fund 4,527 4,527 Participant loans receivable $ 9,713 9,713 Temporary cash investments 1,460 3,078 2,532 7,070 ---------- ---------- ---------- ---------- --------- ---------- ---------- --------- Total Investments 105,371 50,015 102,206 125,096 22,547 7,582 9,713 422,530 ---------- ---------- ---------- ---------- --------- ---------- ---------- --------- Employee contributions and employer contributions receivable 5,154 7 7 8 5,176 Due from broker 4 37 14 55 Fund, plan and other transfers receivable-net 102 60 162 Dividends and interest receivable 913 424 9 1,346 ---------- ---------- ---------- ---------- --------- ---------- ---------- --------- Total Assets 111,442 50,439 102,317 125,163 22,591 7,604 9,713 429,269 ---------- ---------- ---------- ---------- --------- ---------- ---------- --------- LIABILITIES - ---------------------------------- Due to broker 4 53 57 Fund, plan and other transfers payable-net 13 17 68 64 162 ESOP loans payable 28,936 28,936 Interest payable on ESOP loans 1,352 1,352 Administrative expenses payable 8 7 3 1 19 ---------- ---------- ---------- ---------- --------- ---------- ---------- --------- Total Liabilities 30,288 17 8 60 20 69 64 30,526 ---------- ---------- ---------- ---------- --------- ---------- ---------- --------- Net Assets Available for Plan Benefits $ 81,154 $ 50,422 $ 102,309 $ 125,103 $ 22,571 $ 7,535 $ 9,649 $ 398,743 ========== ========== ========== ========== ========= ========== ========== ========= (a) Participant directed investment fund See Notes to Financial Statements SNET MANAGEMENT RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998 (in Thousands) ESOP Common Interest Domestic International Shares Shares Income Equity Balanced Equity Participant Fund Fund (a) Fund (a) Fund (a) Fund (a) Fund (a) Loan Fund Total ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Net Assets Available for Plan Benefits, December 31, 1997 $ 81,154 $ 50,422 $ 102,309 $ 125,103 $ 22,571 $ 7,535 $ 9,649 $ 398,743 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Employee contributions 2,998 3,990 8,438 2,389 1,155 18,970 Employer contributions 8,320 8,320 Transfers of participants' balances-net 472 4,023 4,055 (8,174) 4,174 (1,304) 164 3,410 Loans to Participants (1,044) (1,052) (1,801) (366) (168) 4,431 - Participants' Loan Repayments 1,203 1,505 2,322 546 190 (5,766) - Participants' Loans Settled as Withdrawals (269) (269) Interest on participant loans 834 834 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Total contributions, transfers and loan activity 8,792 7,180 8,498 785 6,743 (127) (606) 31,265 Investment income: Dividends 2,686 1,306 3,992 Interest 51 126 6,449 6,626 Net appreciation in fair value of investments 89,369 42,465 27,442 5,634 1,390 166,300 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Total net additions (deductions) 100,898 51,077 14,947 28,227 12,377 1,263 (606) 208,183 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Less: Distributions to participants 5,103 4,508 11,013 7,398 1,724 375 30,121 Interest expense on ESOP loans 2,051 2,051 Administrative expenses 1 12 168 238 97 22 538 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Net increase (decrease) 93,743 46,557 3,766 20,591 10,556 866 (606) 175,473 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Net Assets Available for Plan Benefits, December 31, 1998 $ 174,897 $ 96,979 $ 106,075 $ 145,694 $ 33,127 $ 8,401 $ 9,043 $ 574,216 ========== ========== ========== ========== ========= ========== ========== ========== (a) Participant directed investment fund See Notes to Financial Statements SNET MANAGEMENT RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997 (in Thousands) ESOP Common Interest Domestic International Shares Shares Income Equity Balanced Equity Participant Fund Fund (a) Fund (a) Fund (a) Fund (a) Fund (a) Loan Fund Total ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Net Assets Available for Plan Benefits, December 31, 1996 $ 48,384 $ 42,835 $ 112,320 $ 87,495 $ 12,702 $ 6,795 $ 8,513 $ 319,044 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Employee contributions 2,070 4,565 7,207 1,921 1,211 16,974 Employer contributions 11,105 11,105 Transfers of participants' balances-net 529 (5,207) (7,143) 9,890 5,225 7 218 3,519 Loans to participants (933) (2,153) (2,157) (307) (250) 5,800 - Participants' loan repayments 853 1,767 2,129 361 236 (5,346) - Participants' loans settled as withdrawals (357) (357) Interest on participant loans 821 821 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Total contributions, transfers and loan activity 11,634 (3,217) (2,964) 17,069 7,200 1,204 1,136 32,062 Investment income: Dividends 3,585 1,750 5,335 Interest 55 82 6,490 1 6,628 Net appreciation in fair value of investments 23,352 10,881 28,062 3,689 191 66,175 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Total net additions 38,626 9,496 3,526 45,132 10,889 1,395 1,136 110,200 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Less: Distributions to participants 3,006 1,897 13,351 7,327 955 635 27,171 Interest expense on ESOP loans 2,849 2,849 Administrative expenses 1 12 186 197 65 20 481 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Net increase (decrease) 32,770 7,587 (10,011) 37,608 9,869 740 1,136 79,699 ---------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Net Assets Available for Plan Benefits, December 31, 1997 $ 81,154 $ 50,422 $ 102,309 $ 125,103 $ 22,571 $ 7,535 $ 9,649 $ 398,743 ========== ========== ========== ========== ========= ========== ========== ========== (a) Participant directed investment fund See Notes to Financial Statements SNET MANAGEMENT RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 1. Merger of Plan Sponsor On October 26, 1998, SBC Communications Inc. ("SBC") and Southern New England Telecommunications Corporation ("SNET") merged, resulting in SNET becoming a wholly-owned subsidiary of SBC. As a result of the merger, each share of SNET common stock issued and outstanding prior to the merger was converted into 1.7568 shares of SBC common stock. 2. Description of the Plan The SNET Management Retirement Savings Plan ("Plan") is a defined contribution plan under the Employee Retirement Income Security Act of 1974 ("ERISA"). Its purpose is to encourage employees to adopt a regular savings program and to provide additional security for retirement. The Plan is available to regular, temporary and provisionally regular management employees of SNET and any of its subsidiaries participating in the Plan (collectively referred to as the "Company") with at least three months of service. The Plan is funded by contributions from employees and the Company. Eligible management employees may authorize an allotment of any whole percentage from 1% to 16% of their annual basic salary rate adjusted for certain incentives ("Salary"), subject to the maximum contributions available under Section 415 of the Internal Revenue Code ("Code"). There are two types of allotments available to eligible employees which are as follows: (a) SAVINGS PLUS - A tax deferred agreement to defer from 1% to 16% of Salary as a Savings Plus Allotment, but not to exceed the Code limit (as adjusted for increases in the consumer price index) in a calendar year. (b) REGULAR SAVINGS - 1% to 16% of Salary as an after-tax Regular Savings Allotment. In no event can any combination of employee allotments exceed the lesser of 16% of an employee's Salary or the maximum contributions available under Section 415 of the Code. An employee may voluntarily suspend allotments for one or more pay periods ("Voluntary Suspensions"). Company matching contributions are an amount equal to 80% of the first 6% of Salary contributed by each participating employee for such time as the Employee Stock Ownership Plan ("ESOP") is in effect. During any period of time in which the ESOP is not in effect, matching contributions shall revert to 66 2/3% of the first 6% of Salary contributed to the Plan. Company matching contributions are made in the form of ESOP shares, supplemented as necessary by cash as directed under the terms of the ESOP. Employee contributions, Company contributions and the earnings on these contributions are 100% vested immediately and cannot be forfeited. 2. Description of the Plan (continued) Employees may direct their allotments to be invested in 1% increments totaling 100% in any one or more of the following funds: (a) Common Shares Fund; (b) Interest Income Fund; (c) Domestic Equity Fund; (d) Balanced Fund; and (e) International Equity Fund. Boston Safe Deposit and Trust Company ("Trustee") is the Trustee under the Plan, including the ESOP portion of the Plan. PRIMCO Capital Management, Inc. serves as Investment Manager of the Plan's Interest Income Fund. Barclays Global Investors, N.A. ("Barclays") serves as Investment Manager with respect to the Domestic Equity Fund, Balanced Fund and International Equity Fund. All assets are held by the Trustee; however, at the Company's direction, the Trustee has entered into an agreement with Barclays under which Barclays, as agent for the Trustee, has custody of certain Plan assets in order to effect investment in one or more of the collective investment funds maintained by Barclays. Fees pertaining to the Trustee, Investment Management and basic recordkeeping and account reconciliation services of the SNET Management Retirement Savings Plan portion of the Trust are paid from the Trust Fund assets. Expenses of administering the ESOP, including the fees and expenses of the Trustee, are paid by the Company. A loan feature is available to employees which permits borrowing up to 50% of the current vested amount (less any ESOP balance and earnings on Savings Plus prior to December 31, 1988) up to $50,000, subject to certain other limits under the Code. The above is a brief description of the Plan and is provided for general information purposes only. Participants should refer to the Plan documents for more complete information. 3. Summary of Significant Accounting Policies The Common Shares of SBC and SNET held in the Common Shares Fund and in the ESOP Shares Fund are valued on the basis of the last published sales prices on December 31, 1998 and December 31, 1997, respectively, on the composite tapes of the New York Stock Exchange. 3. Summary of Significant Accounting Policies (continued) The Plan's fully benefit-responsive investment contracts (i.e., the Interest Income Fund) are carried at the contract value of $105,711,000 (principal plus reinvested interest less distributions to participants). Using quoted market prices when available and a discounted cash flow model for all others, the fair market value of these contracts is $107,733,000 as of December 31, 1998. For the years ended December 31, 1998 and 1997, respectively, the average interest rates earned on these contracts were 6.46% and 6.29%, respectively. At December 31, 1998, the fixed crediting interest rates on these contracts ranged from 4.12% to 14.40%. At December 31, 1997, the fixed crediting interest rates on these contracts ranged from 3.67% to 9.75%. Barclays Fund units are valued and certified on December 31, 1998 and December 31, 1997 by Barclays. Barclays determines the unit values on the valuation date by dividing the total closing market value of the fund by the number of units outstanding on the valuation date. A Master Trust is maintained in order to consolidate the investment of assets of this Plan and the assets of the SNET Bargaining Unit Retirement Savings Plan. The Trustee maintains separate accounts to reflect the beneficial interest of each of the participating plans in the net assets of the Master Trust. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 4. Employee Stock Ownership Plan In January 1990, an ESOP was established within the Plan. The ESOP borrowed $72 million to acquire 1,851,330 shares of common stock of SNET at market value which will be used to meet the Company's contributions to the Plan from September 1990 through the year 2000. Additionally, $6 million was borrowed from SNET to buy shares. The Company will also make annual cash contributions to the ESOP which, when combined with dividends on the ESOP Shares, will be sufficient to repay the loans plus interest. Additional contributions will be made by SNET when share allocations are less than SNET's obligation. Borrowings of the ESOP are evidenced by loans issued as follows: Maturity Principal Outstanding as of Interest Date December 31, 1998 December 31, 1997 -------- -------- ----------------- ----------------- Loan 1 9.35% July 1, 2000 $ 1.7 million $ 2.4 million Loan 2 9.35% January 1, 2000 $ 18.5 million $ 26.5 million 4. Employee Stock Ownership Plan (continued) Payment of debt over the next two years is as follows: Principal Amount Year (in Thousands) -------- ------------------- 1999 9,555 2000 10,661 ---------- $ 20,216 ========== During 1998, the payment of debt released 180,960 SNET shares which were allocated to participants, leaving 635,824 unallocated SBC shares in the ESOP Shares Fund at December 31, 1998. The value of these unallocated shares was $34.1 million. The Plan has pledged, as collateral for these loans, the investments in the unallocated ESOP Shares. SNET has guaranteed all principal and interest payments on these loans in the event of default by the Plan. 5. Tax Status The Internal Revenue Service issued a determination letter on March 13, 1997, stating that the Plan and related trust are designed in compliance with applicable sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. The Plan administrator has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status. 6. Master Trust Allocation The Master Trust was established January 1, 1993. The Plan's interest in the assets of the Master Trust is included in the accompanying statements of net assets available for plan benefits with fund information. A summary of the net assets of the Master Trust at December 31 is as follows: 1998 1997 (in Thousands) (in Thousands) --------------- --------------- Investments: Common Shares Fund $ 156,890 $ 81,573 Interest Income Fund 162,912 157,346 Domestic Equity Fund 183,993 157,780 Balanced Fund 44,478 30,326 International Equity Fund 11,335 10,174 --------------- --------------- 559,608 437,199 Total receivables 2,724 1,106 Total liabilities (2,336) (461) --------------- --------------- Total net assets of the Master Trust $ 559,996 $ 437,844 =============== =============== 6. Master Trust Allocation (continued) Allocations of net assets of the Master Trust to participating plans are as follows: December 31, 1998 December 31, 1997 Amount Percent Amount Percent ---------- --------- ---------- --------- SNET Management Retirement Savings Plan $ 390,276 69.69% $ 307,940 70.33% SNET Bargaining Unit Retirement Savings Plan 169,720 30.31% 129,904 29.67% ---------- --------- ---------- --------- $ 559,996 100.00% $ 437,844 100.00% ========== ========= ========== ========= At December 31, 1998 and 1997, the following individual investments had a fair value exceeding 5% of the net assets of the Master Trust: 1998 1997 (in Thousands) (in Thousands) --------------- --------------- Common Shares of SBC Corporation $ 151,115 Common Shares of SNET Corporation $ 79,241 Barclays US Equity Market Fund 183,993 157,780 The changes in the assets of the Master Trust are as follows: 1998 1997 (in Thousands) (in Thousands) --------------- --------------- Net Assets Available-Beginning $ 437,844 $ 374,732 Employee Contributions 31,381 28,111 Transfers of participants' 1,247 348 balances-net Loans to Participants (10,514) (10,671) Participants' Loan Repayments 10,084 9,338 --------------- --------------- Total contributions, transfers and loan activity 32,198 27,126 Investment Income: Dividends 2,114 2,806 Interest 10,140 10,199 Net appreciation in fair value of investments 112,914 57,953 --------------- --------------- Total net additions 157,366 98,084 --------------- --------------- Less: Distributions to Participants 34,369 34,213 Administrative expenses 845 759 --------------- --------------- Change in Net Assets 122,152 63,112 --------------- --------------- Net Assets Available-Ending $ 559,996 $ 437,844 =============== =============== 6. Master Trust Allocation (continued) Master Trust income allocated to the participating plans is as follows: 1998 1997 (in Thousands) (in Thousands) --------------- --------------- Income on Common Shares Fund $ 2,322 $ 2,925 Income on Interest Income Fund 9,932 10,079 Income on Domestic Equity Fund 1 Net appreciation in fair value of investments 112,914 57,953 --------------- --------------- Net investment income $ 125,168 $ 70,958 =============== =============== The net appreciation/(depreciation) in fair value of investments in the Master Trust by major investment category is as follows: 1998 1997 (in Thousands) (in Thousands) --------------- --------------- Common Shares Fund $ 69,105 $ 17,692 Domestic Equity Fund 34,390 34,986 Balanced Fund 7,574 5,000 International Equity Fund 1,845 275 --------------- --------------- $ 112,914 $ 57,953 =============== =============== ESOP shares are held in a separate trust ("ESOP Trust") which was established January 22, 1990. The Plan's interest in the assets of this trust is included in the accompanying statements of net assets available for plan benefits with fund information. Allocations of net assets of the ESOP Trust to participating plans are as follows: December 31, 1998 December 31, 1997 Amount Percent Amount Percent ---------- --------- ---------- --------- SNET Management Retirement Savings Plan $ 174,897 62.78% $ 81,154 63.28% SNET Bargaining Unit Retirement Savings Plan 103,678 37.22% 47,096 36.72% ---------- --------- ---------- --------- $ 278,575 100.00% $ 128,250 100.00% ========== ========= ========== ========= 7. Reconciliation to Form 5500 As of December 31, 1998 and 1997, the Plan had approximately $332,000 and $295,000, respectively, of pending distributions to participants who elected to withdraw from the Plan. These amounts are recorded as a liability in the Plan's Form 5500; however, in accordance with generally accepted accounting principles, these amounts are not recorded as a liability in the accompanying financial statements. The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500: December 31, 1998 1997 ------------- ------------- (in Thousands) Net assets available for plan benefits per the financial statements $ 574,216 $ 398,743 Less: Distributions due to participants (332) (295) ------------- ------------- Net assets available for plan benefits per the Form 5500 $ 573,884 $ 398,448 ============= ============= The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: December 31, 1998 1997 ------------- ------------- (in Thousands) Benefits paid to participants and Participants' loans settled as withdrawals per the financial statements $ 30,390 $ 27,528 Add: Distributions due to participants - current year 332 295 Less: Distributions due to participants - prior year (295) (333) ------------- ------------- Benefits paid to participants per the Form 5500 $ 30,427 $ 27,490 ============= ============= 8. Modification and Termination of Plan Although it has not expressed any intent to do so, SNET has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 9. Significant Plan Amendments Woodbury Telephone Company shall be a Participating Company and its management employees are eligible to commence participation in the plan beginning as soon as administratively feasible on or after January 1, 1999. Effective for employees who reach age 70 1/2 after December 31, 1998, the Plan shall not commence distribution of their accounts while they are actively employed by SNET. 10. Subsequent Event The Company intends to merge the Plan into the SBC Savings Plan in October 1999. . 11. Year 2000 (Unaudited) The Company has developed a plan to modify its internal information technology to be ready for the year 2000 and has begun converting critical data processing systems. The project also includes determining whether third party service providers have reasonable plans in place to become year 2000 compliant. The Company currently expects the project to be substantially complete in 1999. The Company does not expect this project to have a significant effect on plan operations. EIN 06-0542646 ITEM 27a PN 002 SNET MANAGEMENT RETIREMENT SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31,1998 (Dollars in Thousands) Description of Investment Annuity Identity of issue, borrower, Contract Maturity Rate of Current lessor or similar party Number Date Interest Cost Value* - ------------------------------------------------------------------------------------ INTEREST INCOME FUND Aetna Life Insurance Co. 14608 Dec-30-01 7.93% $ 4,656 $ 4,656 Allstate Life Ins. Co. 31068 Jul-01-01 6.08% 3,752 3,752 Bankers Trust (Del) BASIC 97-891THT Dec-30-01 6.22% 11,217 11,217 Canada Life Assurance Co. 45846 May-06-99 7.05% 2,735 2,735 Continental Assurance Co. 25717-101 Jul-01-03 5.75% 5,692 5,692 Continental Assurance Co. 630-05574 Sep-01-03 5.73% 7,896 7,896 Continental Assurance Co. 630-05791 Jun-30-00 6.49% 4,538 4,538 Continental Assurance Co. 12946 Feb-01-99 5.44% 4,318 4,318 Jackson National Life 1062 Dec-30-01 5.82% 6,513 6,513 John Hancock Mutual Life 7722 May-01-07 6.30% 5,410 5,410 John Hancock Mutual Life 7722-2 Jun-30-01 4.50% 13 13 John Hancock Mutual Life 8862 Feb-01-02 4.12% 2,675 2,675 Mass Mutual Life Ins. Co. 10483 Jul-05-02 6.81% 3,523 3,523 MBL Life Assurance Corp. 9-5018-1 Jun-30-99 5.10% 474 474 MBL Life Assurance Corp. 9-5018-3 Jun-30-99 5.10% 371 371 MBL Life Assurance Corp. 6-5018-1 Jun-30-99 14.40% 3,885 3,885 MBL Life Assurance Corp. 6-5018-3 Jun-30-99 14.40% 3,041 3,041 Metropolitan Life Ins Co. 13707 Mar-15-99 6.24% 2,670 2,670 Monumental Life Ins Co. 0035TR-12 Jan-19-04 5.38% 18,909 18,909 Prudential Ins Co of Amer. 6700-3 Nov-20-00 8.30% 145 145 State Street Bank & Trust 98246 Dec-30-01 4.37% 4,700 4,700 Transamerica Life & Annuity 76550 Nov-15-04 5.96% 6,576 6,576 United of Omaha Life Ins. 11473 Dec-14-01 5.95% 2,002 2,002 --------- --------- Total Portfolio 105,711 105,711 Temporary Cash Investments 1,744 1,744 --------- --------- TOTAL INTEREST INCOME FUND $ 107,455 $ 107,455 --------- --------- *Represents contract value. Using quoted market prices when available and a discounted cash flow model for all others, the fair market value of these contracts is $107.7 million. EIN 06-0542646 ITEM 27a PN 002 SNET MANAGEMENT RETIREMENT SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 (Dollars in Thousands) Description of Investment --------------------------- Identity of issue, borrower, Number of Shares/Principal Current lessor or similar party Amount or Rate of Interest Cost Value - ---------------------------------------------------------------------------------------- ESOP SHARES FUND Common Shares of SBC Corporation* 3,532,619 $ 77,111 $ 189,437 Temporary Cash Investments 1,415 1,415 --------- --------- TOTAL ESOP SHARES FUND $ 78,526 $ 190,852 --------- --------- COMMON SHARES FUND Common Shares of SBC Corporation* 1,714,908 $ 45,124 $ 91,962 Temporary Cash Investments 3,559 3,559 --------- --------- TOTAL COMMON SHARES FUND $ 48,683 $ 95,521 --------- --------- DOMESTIC EQUITY FUND Barclays US Equity Market Fund 5,480,310 $ 84,153 $ 145,302 --------- --------- TOTAL DOMESTIC EQUITY FUND $ 84,153 $ 145,302 --------- --------- BALANCED FUND Barclays Equity Index Fund 440,963 $ 11,314 $ 16,797 Barclays US Debt Index Fund 565,695 8,377 9,461 Barclays Tactical Asset Allocations Fund 230,225 4,897 6,876 --------- --------- TOTAL BALANCED FUND $ 24,588 $ 33,134 --------- --------- INTERNATIONAL EQUITY FUND Barclays Europe FX UK Equity Index Fund 184,957 $ 3,034 $ 4,365 Barclays MSCI Equity Index Fund Japan 270,132 1,991 1,768 Barclays MSCI Equity Index Fund UK 79,249 1,336 1,793 Barclays Pac EX Japan Equity Index Fund 53,523 560 468 --------- --------- TOTAL INTERNATIONAL EQUITY FUND $ 6,921 $ 8,394 --------- --------- TOTAL PARTICIPANT LOAN FUND* 7.0% to 11.5% $ 9,077 --------- TOTAL INVESTMENTS $ 350,326 $ 589,735 ========= ========= * Indicates a party-in-interest to the Plan. SNET MANAGEMENT RETIREMENT SAVINGS PLAN EIN 06-0542646, Plan No. 002 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 (Dollars in Thousands) Expense Incurred Number of Party Involved/ Purchase Selling Lease with Cost of Current Transactions Security Description Price Price Rental Transaction Asset Value Net Gain - -------------------------------------------------------------------------------------------------------------------------- Category (iii) transactions 154 Purchases Southern New England $ 21,512 $ 21,512 168 Sales Telecommunications Corp. * $ 26,969 $ 15,317 $ 26,969 $ 11,652 313 Purchases TBC Inc. Pooled Employee Fund $ 67,074 $ 67,074 232 Sales Daily Liquidity Fund $ 66,637 $ 66,637 $ 66,637 * Indicates a party-in-interest to the Plan. There were no category (i), (ii) or (iv) transactions. SNET MANAGEMENT RETIREMENT SAVINGS PLAN EXHIBIT INDEX Exhibits identified in parentheses below, on file with the SEC, are incorporated herein by reference as exhibits hereto. Exhibit Sequential Number Page Number 4.1 Contract dated January 1, 1989 as supplemented by riders dated January 5, 1989 between The Mutual Benefit Life Insurance Company and Bankers Trust Company, the former Trustee of the Plan (Exhibit 4-I to Form SE dated 7/30/90-1, File No. 1-9157) 4.2 Group Annuity Contract RGA-95018 effective April 29, 1994 issued by Mutual Benefit Life Insurance Company in Rehabilitation to Boston Safe Deposit and Trust Company as Trustee of the SNET Savings Plan Master Trust (Exhibit 4.2 to Form 11-K for the SNET Management Retirement Savings Plan for the plan year ended December 31, 1995 filed as Exhibit 99a to Form SE dated 6/6/96, File No. 1-9157). 4.3 Group Annuity Contract WGA-65018 effective April 29, 1994 issued by Mutual Benefit Life Insurance Company in Rehabilitation to Boston Safe Deposit and Trust Company as Trustee of the SNET Savings Plan Master Trust (Exhibit 4.3 to Form 11-K for the SNET Management Retirement Savings Plan for the plan year ended December 31, 1995 filed as Exhibit 99a to Form SE dated 6/6/96, File No. 1-9157). 23-a Consent of Ernst & Young LLP 23-b Consent of Arthur Andersen LLP Exhibit 23-a Form 11-K for 1998 File No. 1-8610 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-66105) pertaining to the SNET Management Retirement Savings Plan of our report dated May 26, 1999, with respect to the financial statements and supplemental schedules of the SNET Management Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1998. ERNST & YOUNG LLP Stamford, Connecticut June 24, 1999 Exhibit 23-b Form 11-K for 1998 File No. 1-8610 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated June 5, 1998 included in this SNET Management Retirement Savings Plan Form 11-K, into SBC Communications Inc.'s previously filed Form S-8 Registration Statement No. 333-66105. Arthur Andersen LLP Stamford, Connecticut June 24, 1999