PACIFIC TELESIS GROUP
DEFA14A, 1994-03-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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Cash Used For Financing Activities
- ----------------------------------

($ millions)                     1993    Change    1992    Change    1991
- ---------------------------------------------------------------------------
Cash used for financing 
  activities ..................  $593     -$15     $608     -$79     $687 
                                                   -2.5%            -11.5%
- ---------------------------------------------------------------------------

The slight decrease  in 1993  cash used  for financing  activities reflects  a
$624 million decrease in cash derived from net short-term borrowings which was
more than offset by increased proceeds from treasury stock issuances and other
activity.  Treasury stock issuances increased to $728 million (at cost) during
1993 from  $173 million in  1992.  The  increased issuances were  primarily to
meet the greater  requirements of the Corporation's dividend  reinvestment and
stock  purchase  plan due  to features  introduced  in December  1992 offering
discounted  stock   purchases.     During  September  1993,   the  Corporation
discontinued this offer.   For  1993, the Board  maintained the  Corporation's
dividend at $2.18 per share, the same level as in 1992.  Management intends to
recommend to the Board that this level be maintained in 1994.

Long-term  borrowing activity,  excluding  spin-off  operations, included  the
following issuances and redemptions:

                           Interest            Maturity        Principal
($ millions)                  Rate               Date            Amount 
- --------------------------------------------------------------------------
Issuances:  
   1993 ............   6.25% to  7.50%       2005 to 2043       $2,650  
   1992 ............   7.00% to  7.75%       2002 to 2032       $  929  

Retirements:
   1993 ............  6.125% to 9.625%       1993 to 2030       $2,624  
   1992 ............  5.125% to 9.875%       1993 to 2019       $  973  
- ------------------------------------------------------------------------

Pre-tax interest  coverage was  negative for  1993 compared  to 4.6  times for
1992.   This decrease  was primarily  due to  the Corporation's  1993 reported
loss.   The Corporation's debt ratio  of 41.0 percent as of  December 31, 1993
decreased from 43.5 percent  as of December 31, 1992,  reflecting reduced debt
balances.    The  Corporation's  debt ratio,  excluding  spin-off  operations,
increased  to 53.8 percent  from 45.9 percent  as of December 31,  1992.  This
increase  reflects the effect of excluding the Corporation's equity in PacTel,
which increased  during 1993 and more  than offset the impact  of reduced debt
balances.

   In 1992,  cash used for  financing activities decreased  reflecting reduced
purchases of increasing shares.  Dividends  per share increased 1.9 percent to
$2.18.
    
   

The  Corporation's adoption  of SFAS  106 and SFAS  112, effective  January 1,
1993, increased other noncurrent liabilities by $2.9 billion.  Deferred income
tax liabilities were reduced by $1.2  billion due to the related tax benefits,
resulting in a net increase to liabilities of $1.7 billion upon adopting these
two new standards.










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PENDING REGULATORY ISSUES

PacTel Spin-off
- ---------------

In February 1993, the CPUC instituted  an investigation of the spin-off of the
Corporation's  wireless operations for the purpose of assessing any effects it
might have on the telephone  customers of Pacific Bell.  On  November 2, 1993,
the CPUC  adopted a  decision permitting  the spin-off to  proceed.   The CPUC
further ordered  a  refund by  the  Corporation of  approximately  $50 million
(including  interest) of  cellular pre-operational  and development  expenses.
Further proceedings will determine how the refund will be disbursed.  The CPUC
decision was effective immediately.

Two parties to the  CPUC investigation filed Applications for Rehearing by the
CPUC of  its treatment of  the claims  for compensation owed  to Pacific  Bell
customers.   One of these parties further  stated that if it were unsuccessful
with the CPUC it  would seek review by the California  Supreme Court.  Another
party filed  a Petition for  Modification of  the CPUC's decision.   In  March
1994, the CPUC  denied these requests.   In the  event the California  Supreme
Court were  to review  and reverse  the CPUC's decision,  no assurance  can be
given that the CPUC might  not reach a new decision materially  less favorable
to  the Corporation  or PacTel with  respect to  the compensation  issues.  In
addition, a substantial period of time could elapse before final resolution of
these issues  should a review be  granted.  The Corporation  believes that the
California Supreme Court will deny a review.  

Other Postretirement Benefits Costs 
- -----------------------------------

In  December 1992,  the CPUC  issued a  decision adopting,  with modification,
SFAS 106 for regulatory accounting  purposes.  The CPUC decision  also granted
Pacific Bell  $108  million  for  partial  recovery  of  1993 SFAS 106  costs.
Pacific Bell is required to file annually for recovery in conjunction with its
price cap filing, and therefore such recovery will vary.  The 1994 CPUC  price
cap  decision grants  Pacific Bell $100  million for partial  recovery of 1994
SFAS 106 costs.   Two ratepayer advocacy groups  have each challenged  certain
aspects of the  decision adopting SFAS 106, which could  affect rate recovery.
The Corporation is unable to predict the outcome of these pending challenges.

Universal Lifeline Telephone Service Trust Audit
- ------------------------------------------------

In October  1992,  the  CPUC's Commission  Advisory  and  Compliance  Division
released  an audit report recommending that Pacific Bell return $36 million to
the  Universal  Lifeline  Telephone  Service  ("ULTS")  trust.     This  trust
reimburses local  telephone companies for revenues lost  and expenses incurred
as   a  result  of  providing  subsidized  telephone  service  to  low  income
Californians.   In  November 1993,  Pacific Bell  and the  CPUC's Division  of
Ratepayer  Advocates  jointly  filed a  settlement  agreement  with the  CPUC.
Subject to CPUC approval, Pacific Bell will return approximately $8 million to
the ULTS trust via  installments over one year and  additionally reduce future
billings to the  trust by about  $1 million annually.   Pacific Bell  recorded
this liability in 1993.












                                    <PAGE>

Information Services Subsidiary
- -------------------------------

Effective January 1,  1993, Pacific Bell transferred  its Information Services
Group  to  a  wholly  owned  subsidiary,  Pacific  Bell  Information  Services
("PBIS").    PBIS  provides business  and  residential  voice  mail and  other
selected information services.  In July 1992, the CPUC issued a decision which
would require  Pacific Bell  to reduce  rates  by the  difference between  the
"going concern"  value of PBIS  and its adjusted  net book value.   In October
1992,  the  CPUC  denied Pacific  Bell's  Application  for  Rehearing of  this
decision  but  invited  Pacific Bell  to  file  a  Petition for  Modification.
Pacific Bell filed a  petition in January  1993 based on  its belief that  the
decision results in a double reduction in rates to customers.

Pacific Bell  believes that, at  a minimum, any  reduction in rates  should be
further offset by  $111 million:  $57 million previously  granted customers in
the Product Development  Refund and  $54 million provided  by shareowners  for
PBIS.   Further, any remainder  should be prorated  according to proportionate
risks borne by shareowners  and Pacific Bell's customers.   The Corporation is
unable to predict the outcome of this issue.

Late Payment Charge Complaint
- -----------------------------

In  March 1991,  a consumer  advocacy group  filed a  complaint with  the CPUC
against  Pacific  Bell alleging  that  erroneous  late  payment  charges  were
assessed against some  customers.  In May 1993, the  CPUC ordered Pacific Bell
to  refund about $35  million in late  payment and  reconnection charges which
resulted  from problems  with its payment  processing system.   The  CPUC also
imposed  penalties  totaling  $15  million  on  Pacific  Bell  for  improperly
assessing late  payment charges and  disconnecting customers between  1986 and
February 1991.   Pacific Bell believes  the decision misinterprets  California
law.  In November 1993, the  CPUC granted Pacific Bell a limited rehearing  of
the decision.  The rehearing  will examine the legal basis for  the penalties,
the  statute of  limitations on  refunds, and  whether unclaimed  refunds must
escheat  to the  state.   A  resolution  of this  issue is  expected  in 1994;
however, the Corporation is unable to predict the final outcome.

Two  shareowner derivative lawsuits were filed in San Francisco Superior Court
in  July  1993 against  directors  and officers  in  connection with  the same
allegations made  in the late  payment charge complaint  filed with the  CPUC.
These suits were dismissed in February 1994; however, the cases are subject to
rehearing and possible appeal.

In  addition, a consumer class action  seeking refunds, with interest, of late
payment charges erroneously collected from Pacific Bell's  customers was filed
in San Diego Superior  Court in February 1992.   Pacific Bell has  argued that
the court lacks jurisdiction while the CPUC is reviewing the same issues.  The
court rejected this argument.  However, a stay of this action has been ordered
pending the outcome  of the CPUC  proceedings.  The  Corporation is unable  to
predict the outcome of this  case or whether any damages awarded by  the court
would be duplicative of any penalties imposed by the CPUC.














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