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Report of Management

The accompanying financial statements, which consolidate the accounts of American Telephone and Telegraph Company and its subsidiaries, have been prepared in conformity with generally accepted accounting principles.

The integrity and the 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 this Annual Report unless indicated. otherwise. To this end, management maintains a system of internal controls. Our internal auditors monitor compliance with it in connection with an annual plan of internal audits. The system of internal controls, on an ongoing basis, is reviewed, evaluated and revised as necessary in view of the results of constant management oversight, internal and independent audits, changes in the Company's business, and other conditions and changes. Management believes that the Company's internal control system, taken as a whole, provides reasonable assurance that (1) financial records are adequate and can be relied upon to permit the preparation of financial statements in conformity with generally accepted accounting principles and (2) access to assets occurs only in accordance with management's authorizations. Recorded assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As a part of the system of internal controls, management establishes organization structures, carefully selects key personnel to provide an appropriate division of responsibility, and uses informational programs designed to assure that its policies, standards, and managerial authorities are understood throughout the organization.

These financial statements have been audited by Coopers and Lybrand, Independent Certified Public Accountants. Their audits are conducted in accordance with generally accepted auditing standards and include selected tests of transactions and a review of internal controls.

The Audit Committee of the Board of Directors, which is composed of Directors who are not employees, meets periodically with management, the internal auditors, and the independent auditors to review the manner in which they are performing their responsibilities and to carry out its oversight role with respect to auditing, internal 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, and its individual members, at any time.

Morris Tanenbaum                                           Robert E. Allen
Vice Chairman and Chief Financial Officer                  Chairman of the Board and Chief Executive Officer return
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Last updated on 9 April 1996
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