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 fiscal year ended December 31, 2004

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.    (X)

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 $24.25 per share on June 30, 2004, the aggregate market value of our voting and non-voting common stock held by non-affiliates was $80.3 billion.

At February 28, 2005, common shares outstanding were 3,303,437,610.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of SBC Communications Inc.’s Annual Report to Stockholders for the fiscal year ended December 31, 2004 (Parts I and II).

(2) Portions of SBC Communications Inc.’s Notice of 2005 Annual Meeting and Proxy Statement dated on March 11, 2005 (Parts III and IV).

SCHEDULE A

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

                     Title of each class         Name of each exchange
            on which registered

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

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

TABLE OF CONTENTS

Item		Page
	PART I
1.	Business	1
2.	Properties	12
3.	Legal Proceedings	12
4.	Submission of Matters to a Vote of Security Holders	12

          Executive Officers of the Registrant 13        

	PART II
5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	14
6.	Selected Financial Data	14
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
7A.	Quantitative and Qualitative Disclosures about Market Risk	14
8.	Financial Statements and Supplementary Data	14
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
9A.	Controls and Procedures	15
9B.	Other Information	15
	PART III
10.	Directors and Executive Officers of the Registrant	15
11.	Executive Compensation	16
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
13.	Certain Relationships and Related Transactions	16
14.	Principal Accountant Fees and Services	16
	PART IV
15.	Exhibits and Financial Statement Schedules	17

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 website at 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 Securities and Exchange Commission (SEC). We also make available on our website, and in print, if any stockholder 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 (AT&T) 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 the SBC brand name as well as several other brands including Cingular Wireless (Cingular), through our joint venture with BellSouth Corporation (BellSouth); SBC Yahoo! through our alliance with Yahoo!, Inc.; and SBC | Dish Network through our agreement with EchoStar Communications Corp. (EchoStar).

Scope

We rank among the largest providers of telecommunications services in the United States and the world. Through our subsidiaries and affiliates, we provide communications services and products in the United States and have investments in 14 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. We group our operating subsidiaries as follows, corresponding to our operating segments for financial reporting purposes:

• wireline subsidiaries provide primarily landline telecommunications services,
• wireless subsidiaries hold our investment in Cingular, which provides both wireless voice and data communications services across most of the United States,
• directory subsidiaries provide services related to directory advertising and publishing,
• international subsidiaries hold investments with primarily international operations, and
• other subsidiaries provide primarily corporate operations and also our paging services.

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 2004 SBC Annual Report to Stockholders 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

At year-end 2004, our broadband digital subscriber line (DSL) services were available to approximately 77% of our U.S. wireline customers. Our DSL lines, which provide broadband internet access, continue to grow and were approximately 5.1 million at December 31, 2004, compared to 3.5 million at the end of 2003.

In October 2004, the FCC approved three orders regarding the unbundling rules applicable to broadband. Each of the orders favorably limits our unbundling obligations. The FCC limited our obligation to unbundle fiber facilities to multiple dwelling units, such as apartment buildings. The FCC also limited our unbundling obligations as to fiber facilities deployed in fiber-to-the curb arrangements. Finally, the FCC rejected competing local exchange companies’ arguments that these fiber facilities should be unbundled under another statutory provision. These orders have added some clarity to the applicable rules and enabled us to announce our intent to accelerate our planned deployment of our advanced fiber network (see “Project Lightspeed”).

Project Lightspeed

In June 2004, we announced key advances in developing a network capable of delivering a new generation of integrated digital television, super-high-speed broadband and Voice over Internet Protocol (VoIP) services to our residential and small business customers, referred to as Project Lightspeed. In October 2004, the FCC clarified that rules designed for traditional telephone networks would not be applicable to new broadband networks and services. We are conducting trials using the proposed technology and, if successful, we expect to begin our build-out of our fiber-optic network in the first quarter of 2005. We expect to reach approximately 18 million households by year-end 2007 and expect to spend approximately $4 billion over the next three years in deployment costs and approximately $1 billion in customer-activation capital expenditures spread over 2006 and 2007.

We believe that our planned deployment is subject to federal oversight as an “information service” under the Federal Communications Act, but not subject to state or local regulation. However, some cable providers and municipalities have claimed that certain IP service should be treated as a cable service and therefore subject to the applicable state and local regulation, which could include the requirement to obtain local franchises for our IP video service. If the courts were to decide that state and local regulation were applicable to our Project Lightspeed services, it could have a materially adverse effect on our deployment plans.

Voice over Internet Protocol

VoIP is generally used to describe the transmission of voice using internet-based technology rather than a traditional wire and switch-based telephone network. As a result, this technology can provide services, although depending on the bandwidth allocated it may not necessarily be 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 proceeding to establish the regulatory framework for IP-enabled services, including VoIP. In this proceeding, the FCC will address various regulatory issues, including universal service, intercarrier compensation, numbering, disability access, consumer protection, and customer access to 911 emergency services.

Notwithstanding the unresolved regulatory questions before the FCC and various state public utility commissions, numerous communications providers began providing various forms of VoIP in 2003 and 2004, 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 wireline voice services, it also presents growth opportunities for us to develop new products for our customers. Additional information relating to VoIP is contained in the 2004 SBC Annual Report to Stockholders in our “Regulatory Developments” section under the heading “Voice over Internet Protocol”, and is incorporated herein by reference pursuant to General Instruction G(2).

Cingular

Cingular, our wireless joint venture with BellSouth, began operations in October 2000. As of December 31, 2004, Cingular serves approximately 49 million customers and is the largest provider of mobile wireless voice and data communications services in the United States, based on the number of wireless customers. In October 2004, Cingular acquired AT&T Wireless Services, Inc. (AT&T Wireless) for approximately $41 billion in cash. We and BellSouth funded, by means of an equity contribution to Cingular, a significant portion of the $41 billion purchase price and our share, based on our 60% equity ownership of Cingular, was approximately $21.6 billion. Additional information on the merger and our funding sources is contained in the 2004 SBC Annual Report to Stockholders in Note 16 and is incorporated herein by reference pursuant to General Instruction G(2).

In December 2004, Cingular closed its previously announced agreement with Triton PCS (Triton), whereby Cingular received wireless properties and spectrum in Virginia (including one of the top 50 metropolitan areas) from Triton and in exchange Triton received Cingular’s properties in Puerto Rico and North Carolina (which were received by Cingular as part of the AT&T Wireless acquisition) and $176 million in cash. With the completion of the Triton transaction, Cingular now has license coverage serving an aggregate population of potential customers, referred to as “POPs”, of 290 million, including all of the 100 largest U.S. metropolitan areas. As required by the FCC and the United States Department of Justice, Cingular will divest assets, including wireless services and spectrum licenses, in parts of 11 states. These divestitures, when made, will not materially affect Cingular’s financial results or business, including Cingular’s ability to provide services in the top 100 metropolitan areas.

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 has upgraded its existing TDMA markets to use GSM technology in order to provide a common voice standard. Cingular is also upgrading its network wireless data technology by adding General Packet Radio Services (GPRS) and Enhanced Data Rates for GSM Evolution (EDGE). EDGE technology allows customers to access the Internet from their wireless devices at higher speeds than even GPRS.

Cingular plans to deploy Universal Mobile Telecommunications System (UMTS) third generation (3G) network technology with High-Speed Downlink Packet Access (HSDPA) concurrent with its network integration during the next two years. UMTS and HSDPA provides superior speeds for data and video services, as well as operating efficiencies using the same spectrum and infrastructure for voice and data on an IP-based platform.

BUSINESS OPERATIONS

Operating Segments

Our segments are strategic business units that offer different products and services and are managed accordingly. Under accounting principles generally accepted in the United States (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. Each segment’s percentage of total segment operating revenue calculation is derived from our segment results and reflects amounts before eliminations. 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 19 and in Note 4 of the 2004 SBC Annual Report to Stockholders and is incorporated herein by reference pursuant to General Instruction G(2).

Wireline

Wireline is our largest operating segment, providing approximately 61% of 2004 segment operating revenues and 52% of our 2004 total segment income. 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 and satellite television services through our agreement with EchoStar. At December 31, 2004, our landline telecommunications subsidiaries were serving approximately 27 million retail consumer, 18 million retail business and 7 million wholesale, for a total of 52 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.

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. During 2001, 2002 and 2003 we received the required regulatory approval, on a state-by-state basis, to offer interLATA long-distance services in our 13-state area, which was previously prohibited by Federal regulations. We now offer traditional long-distance services nationwide, but provide the services primarily to customers in our 13-state area and to customers in selected areas outside our wireline subsidiaries’ operating areas.

Other - Other includes directory and operator assistance, billing and collection services for other carriers and SBC | DISH Network video services.

Cingular

The Cingular segment reflects 100% of the results reported by Cingular, our wireless joint venture. In our consolidated financial statements, we report our 60% proportionate share of Cingular’s results as equity in net income (loss) of affiliates. As required by U.S. GAAP, for segment reporting, we report this equity in net income (loss) of affiliates in our other segment.

When analyzing our segment results, we evaluate Cingular’s results on a stand-alone basis using information provided by Cingular during the year. In February 2005, we announced we were recording a charge against fourth-quarter 2004 results to reflect the correction of an error relating to the lease accounting practices of Cingular. Cingular restated previous financial results. Our prior-years’ financial results were not restated due to the immateriality of this adjustment to the results of operations, cash flows and financial position for the current year or any individual or prior period. This charge does not affect Cingular’s cash flows and is primarily related to the timing of recording rental expense, which would balance out over the life of the affected operating leases. Additional information relating to this charge is contained in the 2004 SBC Annual Report to Stockholders in Note 4 and is incorporated herein by reference pursuant to General Instruction G(2).

Our consolidated operating revenues do not include Cingular’s results. However, we do include 100% of Cingular’s revenues and expenses excluding this adjustment when we analyze our operating segment results. We excluded this adjustment because this was a noncash charge which had an immaterial impact on reported segment results for the periods presented and the information used for analysis did not include this adjustment. On that segment basis, the Cingular segment provided approximately 32% of total segment operating revenues and 2% of our 2004 total segment income.

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 four national (Verizon 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.

Additional information on Cingular is contained in the 2004 SBC Annual Report to Stockholders under the heading “Expected Growth Areas - Wireless” beginning on page 22 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 6% of total segment operating revenues and 30% of our 2004 total segment income. Our directory subsidiaries operate primarily in our 13-state area. In September 2004, we sold our interest in the directory advertising business in Illinois and northwest Indiana. Information relating to this sale is contained in the 2004 SBC Annual Report to Stockholders in Note 17 and is incorporated herein by reference pursuant to General Instruction G(2).

In November 2004, a subsidiary in our directory segment entered into a joint venture agreement with BellSouth and purchased the online directory provider YellowPages.com for approximately $98, our portion of which was $65.

International

Our international segment primarily includes our investments with international operations. At December 31, 2004, we had direct or indirect investments with a carrying value of approximately $1.9 billion and operations in 14 countries. 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 2004 total segment operating revenues from all our segments. The international segment provided approximately 12% of our 2004 total segment income.

We describe below our foreign equity method investments. During 2004, we disposed of several of our investments and applied the net proceeds from these dispositions toward funding our share of the purchase price for AT&T Wireless. Additional information about this segment is included in Note 6 of the 2004 SBC Annual Report to Stockholders and is incorporated herein by reference pursuant to General Instruction G(2).

Sold Investments

During 2004, we sold our entire ownership stakes in the following three companies: TDC A/S (TDC), Denmark’s primary full-service telecommunications operator; Belgacom S.A (Belgacom), Belgium’s primary full-service telecommunications operator; and Telkom S.A. Limited (Telkom), South Africa’s primary full-service telecommunications provider.

We received proceeds from the TDC sale of $2,864 million, resulting in a loss of $138 million ($66 million net of tax). Proceeds from the Belgacom sale were $2,063 million, resulting in a gain of $1,067 million ($715 million net of tax). Proceeds from the Telkom sale were $1,186 million, resulting in a loss of $82 million ($55 million net of tax). Additional information on these dispositions is contained in Note 2 of the 2004 SBC Annual Report to Stockholders and is incorporated herein by reference pursuant to General Instruction G(2).

Latin America

Telmex

We own a 7.6% equity share in Telefonos de Mexico, S.A. de C.V. (Telmex), Mexico’s largest national provider of wireline services. Telmex operates approximately 17 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.

As of December 31, 2004, Telmex had approximately 78% of the long-distance market in Mexico. Telmex’s share of international long-distance traffic may decline significantly as a result of the resolution of a World Trade Organization (WTO) proceeding. Prior to this proceeding, Mexican regulations guaranteed Telmex the same percentage of incoming international traffic as outgoing traffic. In August 2000, the United States filed a claim against Mexico with the WTO, alleging illegal barriers to competition in the Mexican telecommunications market. In April 2004, the WTO panel announced its decision, which was, for the most part, unfavorable to Mexico. In June 2004, the United States and Mexico settled the dispute by agreeing that Mexico would essentially eliminate its current rate system and introduce new regulations authorizing the resale of international long-distance, public, switched telecommunications services. We expect that the required changes in regulation will likely affect Telmex and competition in Mexico although we cannot predict the impact on the results of Telmex.

América Móvil

In 2000, Telmex spun-off its wireless and certain other operations to its stockholders as a separate business, América Móvil S.A. de C.V. (América Móvil). We own a 7.8% interest in América Móvil. We are a member of a consortium that holds all of the class AA shares of América Móvil 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 América Móvil.

América Móvil began an international expansion and now serves more than 61 million customers in Latin America and the United States. A substantial majority of its wireless customers are prepaid customers. América Móvil is the largest fixed-line operator in Central America with over 1.6 million lines. América Móvil provides wireless communications in Argentina, Brazil, Colombia, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Nicaragua, and the United States.

América Móvill provides cellular telecommunications service in all nine regions in Mexico, with a network covering approximately 35% of the geographical area, including all major cities, and approximately 81% of Mexico’s population.

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

	2004	2003	2002
Wireline Segment
Voice	51%	54%	58%
Data	27%	25%	23%
Directory Segment
Directory advertising 1	9%	10%	9%

^{1 Approximately 96%, 95% and 96% of directory advertising revenues were recorded in the directory segment for 2004, 2003 and 2002. 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 98% 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)

	2004	2003	2002
Wireline Segment
Voice	35%	39%	43%
Data	18%	18%	17%
Cingular
Wireless subscriber	29%	25%	24%

^{Directory advertising contributes less than 10% of total segment operating revenues when we include 100% of Cingular in the calculation.}

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 2004 SBC Annual Report to Stockholders under the heading “Regulatory Developments” beginning on page 23, 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 our intellectual property. We periodically receive offers from third parties to obtain licenses for patent and other intellectual rights in exchange for royalties or other payments as well as notices asserting that our products or services infringe on their patents and other intellectual property rights. While the outcome of any litigation is uncertain, we do not believe that the resolution of any of these infringement claims or the expiration or non-renewal of any of our intellectual property 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 2004, 2003 or 2002.

COMPETITION

Information relating to competition in each of our operating segments is contained in the 2004 SBC Annual Report to Stockholders under the heading “Competition” beginning on page 28, 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 2004, 2003 or 2002.

EMPLOYEES

As of January 31, 2005, we employed approximately 162,000 persons. Approximately two-thirds of our employees are represented by the Communications Workers of America (CWA) or the International Brotherhood of Electrical Workers (IBEW). In May 2004, we agreed to a new five-year contract with the CWA, which was ratified by the CWA members on July 1, 2004. The labor agreement covers more than 100,000 employees and replaces a three-year contract that expired in April 2004.

In June 2004, we agreed to a new five-year contract with the IBEW, which was ratified by the IBEW members in August 2004. The labor agreement covers approximately 11,000 workers and replaced a three-year agreement that expired in June 2004.

RECENT DEVELOPMENTS

Pending Acquisition of AT&T

On January 30, 2005, we agreed to acquire AT&T using shares of SBC stock. The transaction has been approved by the Board of Directors of each company and also must be approved by the stockholders of AT&T. The transaction is subject to review by the Department of Justice and approval by the Federal Communications Commission and various other regulatory authorities. We expect the acquisition of AT&T will create overall net synergies, primarily from reduced costs, with a net present value of more than $15 billion. We anticipate that nearly half the net synergies will come from the network operations and information technology areas, as facilities and operations are consolidated, and that the remaining cost synergies will come from combining business services organizations and eliminating duplicative corporate functions. We expect that 10 to 15 percent of net synergies will come from additional revenues. We expect that the acquisition will slow our revenue growth rate in the near term following the closing, but that the transaction will increase our earnings per share beginning in 2008. Additional information relating to this acquisition is contained in the 2004 SBC Annual Report to Stockholders in Note 19, and is incorporated herein by reference pursuant to General Instruction G(2).

Acquisition of Yantra

In December 2004, our subsidiary Sterling Commerce, Inc. agreed to acquire Yantra Corporation (Yantra) for approximately $170 in cash. Yantra is a provider of distributed order management and supply chain fulfillment solutions. This transaction closed on January 25, 2005.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this report contains forward-looking statements that are subject to risks and uncertainties, and actual results could differ materially. 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:

• Adverse economic changes in the markets served by us or in countries in which we have significant investments.
• Changes in available technology and the effects of such changes including product substitutions and deployment costs.
• Uncertainty in the U.S. securities market and adverse medical cost trends.
• The final outcome of Federal Communications Commission proceedings and reopenings of such proceedings, including the Triennial Review and other rulemakings, and judicial review, if any, of such proceedings, including issues relating to access charges, broadband deployment, availability and pricing of, unbundled network elements and platforms (UNE-Ps) and unbundled loop and transport elements (EELs).
• The final outcome of regulatory proceedings in our 13-state area and reopenings 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, broadband deployment including Project Lightspeed, performance measurement plans, service standards and traffic compensation.
• Enactment of additional state, federal and/or foreign regulatory and tax laws and regulations pertaining to our subsidiaries and foreign investments.
• Our ability to absorb revenue losses caused by increasing competition, including offerings using alternative technologies (e.g., cable, wireless and VoIP) and UNE-P requirements, and to maintain capital expenditures.
• The extent of competition in our 13-state area and the resulting pressure on access line totals and wireline and wireless operating margins.
• Our ability to develop attractive and profitable product/service offerings to offset increasing competition in our wireline and wireless markets.
• 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 nonregulation of comparable alternative technologies (e.g., VoIP).
• The timing, extent and cost of deployment of our Project Lightspeed broadband initiative and the development of attractive and profitable service offerings.
• The issuance by the Financial Accounting Standards Board or other accounting oversight bodies of new accounting standards or changes to existing standards.
• The issuance by the Internal Revenue Service (IRS) and/or state tax authorities of new tax regulations or changes to existing standards and actions by federal, state or local tax agencies and judicial authorities with respect to applying applicable tax laws and regulations.
• 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, network upgrades, technological advancements, industry consolidation including the acquisition of AT&T Wireless and availability and cost of capital.
• Cingular’s failure to achieve, in the amounts and within the timeframe expected, the capital and expense synergies and other benefits expected from its acquisition of AT&T Wireless and our costs in financing our portion of the merger’s purchase price.
• The impact of our pending acquisition of AT&T, including our ability to obtain governmental approvals of the acquisition on the proposed terms and schedule; the failure of AT&T stockholders to approve the transaction; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the acquisition may not be fully realized or may take longer to realize than expected; disruption from the acquisition making it more difficult to maintain relationships with customers, employees or suppliers; and competition and its effect on pricing, spending, third-party relationships and revenues.
• 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, 2004, approximately 99% of our property, plant and equipment was owned by our wireline subsidiaries. Network access lines represented approximately 39% of the wireline subsidiaries’ investment in telephone plant; central office equipment represented approximately 41%; land and buildings represented approximately 9%; other equipment, comprised principally of furniture and office equipment and vehicles and other work equipment, represented approximately 6%; and other miscellaneous property represented approximately 4%.

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. The Company is regularly audited by the IRS and other state and local jurisdictions. The IRS has completed field examinations of the Company for all tax years through 1999, and examinations of subsequent years are in progress. The IRS has issued assessments challenging the timing and amounts of various deductions for the 1997-1999 period. The Company fully paid the taxes on these assessments and filed refund claims which the IRS has denied. The Company is currently considering its options which include litigation. 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 2004 SBC Annual Report to Stockholders under the heading “Antitrust Litigation” on page 31, 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 stockholders in the fourth quarter of the fiscal year covered by this report.

EXECUTIVE OFFICERS OF THE REGISTRANT
(As of March 11, 2005)

Name Age Position Held Since

Edward E. Whitacre Jr. 63         Chairman and Chief Executive Officer 1/1990      

John H. Atterbury III 56         Group President - IP Services 10/2004      

James W. Callaway 58         Group President 11/1999      

James D. Ellis 61         Senior Executive Vice President and General Counsel 3/1989      

Karen E. Jennings 54          Senior Executive Vice President - Human Resources
             and Communications 10/1998      

James S. Kahan 57          Senior Executive Vice President - Corporate Development 7/1993      

Richard G. Lindner 50          Senior Executive Vice President and
             Chief Financial Officer 5/2004      

Forrest E. Miller 52          Group President - External Affairs and Planning 5/2004      

John T. Stankey 42          Senior Executive Vice President and
              Chief Technology Officer 3/2004      

Randall L. Stephenson 44          Chief Operating Officer 5/2004      

Rayford Wilkins, Jr. 53         Group President 2/2005      

All of the above executive officers have held high-level managerial positions with SBC or its subsidiaries for more than the past five years. 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 stockholders of record as of December 31, 2004 and 2003 was 910,044 and 968,483. The number of stockholders of record as of February 28, 2005 was 902,697. We declared dividends, on a quarterly basis, totaling $1.26 per share in 2004 and $1.41 per share in 2003. During 2004, 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 2004, an aggregate of 111,188 SBC shares and DSUs were acquired by non-employee directors at prices ranging from $23.70 to $26.45, 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 2004 SBC Annual Report to Stockholders under the headings “Quarterly Financial Information” on page 65, “Selected Financial and Operating Data” on page 5, “Issuer Equity Repurchases” on page 36, 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 2004 SBC Annual Report to Stockholders under the heading "Selected Financial and Operating 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 2004 SBC Annual Report to Stockholders on page 6 through page 37, 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 2004 SBC Annual Report to Stockholders under the heading “Market Risk” on page 35, 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 2004 SBC Annual Report to Stockholders on page 38 through page 65, 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

Disclosure 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, accumulated and communicated to its management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure, 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, 2004. 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, 2004.

Internal Control Over Financial Reporting

(a)    Management’s Annual Report on Internal Control over Financial Reporting The management of SBC is responsible for establishing and maintaining adequate internal control over financial reporting. SBC’s internal control system was designed to provide reasonable assurance as to the integrity and reliability of the published financial statements. SBC management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2004. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on its assessment, SBC management believes that, as of December 31, 2004, the Company’s internal control over financial reporting is effective based on those criteria.

(b)    Attestation Report of the Registered Public Accounting Firm SBC’s independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on management’s assessment of the company’s internal control over financial reporting. The attestation report is included on page 68, which is incorporated herein by reference pursuant to General Instruction G(2).

ITEM 9B.    OTHER INFORMATION

There is no information that was required to be disclosed in a report on form 8-K during the fourth quarter of 2004 but was not reported.

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, 2005 (“Proxy Statement”) starting on page 10, under the heading “Election of Directors”, on page 16 under the heading “Compensation of Directors”, on page 54 under the heading “Contracts with Management” and on page 36 under the heading “Audit Committee”.

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. Amelio, Barksdale, Eby 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, 2005, starting on page 16 under the heading “Compensation of Directors”, and on page 39 under the headings “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, 2005, starting on page 18 under the heading “Common Stock Ownership” which is incorporated herein by reference pursuant to General Instruction G(3).

Equity Compensation Plan Information

Information required by this Item is included in the registrant’s definitive proxy statement, dated on March 11, 2005, under the heading “Equity Compensation Plan Information” on page 57, which is incorporated herein by reference pursuant to General Instruction G(3).

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, 2005, starting on page 16 under the heading “Compensation of Directors” and on page 54 under the heading “Contracts with Management” which are incorporated herein by reference pursuant to General Instruction G(3).

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item is included in the registrant’s definitive proxy statement, dated on March 11, 2005, under the heading “Principal Accountant Fees and Services” on page 37, which is incorporated herein by reference pursuant to General Instruction G(3).

PART IV

ITEM 15.    EXHIBITS and FINANCIAL STATEMENT SCHEDULES

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

	Page
(1) Report of Independent Registered Public Accounting Firm	*
Financial Statements covered by Report of Independent Registered Public Accounting Firm:
Consolidated Statements of Income	*
Consolidated Balance Sheets	*
Consolidated Statements of Cash Flows	*
Consolidated Statements of Stockholders’ Equity	*
Notes to Consolidated Financial Statements	*

* Incorporated herein by reference to the appropriate portions of the registrant’s annual report to stockholders for the fiscal year ended December 31, 2004. (See Part II.)

	Page
(2) Financial Statement Schedules:
II - Valuation and Qualifying Accounts	21

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 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 April 30, 2004. (Exhibit 3-b to Form 10-Q filed for March 31, 2004.)

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-g(i)  Resolution amending the Plan, effective November 18, 2004.

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-l(i)  Resolution amending the Plan, effective November 18, 2004.

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 (Amended and restated as of November 19, 2004).

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 Edward E. Whitacre Jr. (Exhibit 10-y to Form 10-K for 2001.)

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

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

10-y 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-z Investment and Reorganization Agreement dated October 25, 2004, by and among BellSouth Corporation, SBC Communications Inc., Cingular Wireless Corporation, Cingular Wireless LLC, Links I Corporation, Cingular Wireless II, Inc., BLS Cingular Holdings, LLC, SBC Alloy Holdings, Inc., BellSouth Enterprises, Inc., BellSouth Mobile Systems, Inc., BellSouth Mobile Data, Inc. and SBC Long Distance, Inc. (Exhibit 99.01 to Cingular Wireless LLC’s Form 8-K dated October 27, 2004.)

10-aa Concession Program for Directors. (Exhibit 10-bb to form 10-Q for March 31, 2004.)

10-bb Cingular Revolving Credit Agreement. (Exhibit 10-cc to Form 10-Q for June 30, 2004.)

10-cc 364-Day Revolving Credit Agreement. (Exhibit 10-dd to Form 8-K for October 26, 2004.)

10-dd Three Year Credit Agreement. (Exhibit 10-cc to Form 10-Q for September 30, 2004.)

10-ee Administrative Plan.

10-ff Stock Purchase and Deferral Plan. (Exhibit 10-ff to Form 8-K filed November 19, 2004.)

10-gg Cash Deferral Plan. (Exhibit 10-gg to Form 8-K filed November 19, 2004.)

10-hh Master Trust Agreement for SBC Communications Inc. Deferred Compensation Plans and Other Executive Benefit Plans and subsequent amendments dated August 1, 1995 and November 1, 1999. (Exhibits 99.1-a, 99.1-b and 99.1-c to Schedule 13-D/A filed on December 28, 2004).

10-ii 2005 Supplemental Employee Retirement Plan.

12 Computation of Ratios of Earnings to Fixed Charges.

13 Portions of SBC’s Annual Report to Stockholders for the fiscal year ended December 31, 2004. 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

99 Consolidated Financial Statements of Cingular Wireless, L.L.C. (Excerpt from Cingular’s 2004 Form 10-K.)

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

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

COL. A COL. B COL. C COL. D COL. E

Additions

Description Balance at
Beginning of
Period (1)
Charged
to Costs and
Expenses
- Note (a) (2)
Charged
to Other
Accounts
- Note (b) Deductions
- Note (c) Balance
at End of
Period
- Note (d)

Year 2004 (e)	$	908	761	439	1,227	$	881
Year 2003 (e)	$	1,425	846	381	1,744	$	908
Year 2002 (e)	$	1,232	1,381	613	1,801	$	1,425

__________

(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 are being billed by SBC.
(c)	Amounts written off as uncollectible.
(d)	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.
(e)	Amounts for all periods reflect the classification of balances related to the September 2004 sale of our interest in the directory advertising business in Illinois and northwest Indiana as discontinued operations. Accordingly, previously reported amounts have been restated to exclude activity from the discontinued operations. Additional information relating to discontinued operations is contained in the 2004 SBC Annual Report to Stockholders in Note 17, and is incorporated herein by reference pursuant to General Instruction G(2).

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

COL. A COL. B COL. C COL. D COL. E

Additions

Description Balance at
Beginning of
Period (1)
Charged
to cost and
Expenses (2)
Charged
to Other
Accounts Deductions Balance
at End of
Period

Year 2004	$	691	117	-	89	(a)	$	719
Year 2003	$	493	203	-	5		$	691
Year 2002	$	771	199	-	477	(b)	$	493

__________

(a)	Includes $85 reversal of amount that was fully amortized.
(b)	Includes $364 related to goodwill which is no longer amortized under Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

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, 2005.

SBC COMMUNICATIONS INC.

By /s/ Richard G. Lindner     
Richard G. Lindner
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:

Richard G. Lindner
Senior Executive Vice President and
  Chief Financial Officer

/s/ Richard G. Lindner     
Richard G. Lindner, as attorney-in-fact
and on his own behalf as Principal
Financial Officer and Principal Accounting Officer)

March 11, 2005

Directors:

Edward E. Whitacre Jr.* Lynn M. Martin*

Gilbert F. Amelio*	John B. McCoy*
Clarence C. Barksdale*	Mary S. Metz*
August A. Busch III*	Toni Rembe*
William P. Clark*	S. Donley Ritchey*
Martin K. Eby, Jr.*	Joyce M. Roché*
James A. Henderson*	Laura D’Andrea Tyson*

Charles F. Knight* Patricia P. Upton*

* by power of attorney

EX-10

Exhibit 10-c

SBC Communications Inc.

SUPPLEMENTAL RETIREMENT INCOME PLAN

Effective:	January 1, 1984
Revisions Effective:	December 31, 2004

SUPPLEMENTAL RETIREMENT INCOME PLAN

TABLE OF CONTENTS

1	Purpose	1
2	Definitions	1
3	Plan ("SRIP") Benefits	5
	3.1    Termination of Employment/Vesting	5
	3.2    Disability	7
	3.3    Benefit Payout Alternatives	7
	3.4    Lump Sum Benefit Election	10
	3.5    Lump Sum Benefit Account Balance	13
	3.6    One-Time Acceleration of Deferred Lump Sum Benefit	13
4	Death Benefits	14
	4.1    Death	14
	4.2    Disability	15
	4.3    Termination of Employment	15
5	Payment	16
	5.1    Commencement of Payments	16
	5.2    Withholding; Unemployment Taxes	16
	5.3    Recipients of Payments; Designation of Beneficiary	16
	5.4    Additional Benefit	16
	5.5    No Other Benefits	16
	5.6    Small Benefit	16
	5.7    Special Increases	17
6	Conditions Related to Benefits	18
	6.1    Administration of Plan	18
	6.2    No Right to SBC Assets	19
	6.3    Trust Fund	19
	6.4    No Employment Rights	19
	6.5    Modification or Termination of Plan	19
	6.6    Offset	20
	6.7    Change in Status	21
7	Miscellaneous	21
	7.1    Nonassignability	21
	7.2    Non-Competition	21
	7.3    Notice	22
	7.4    Validity	22
	7.5    Applicable Law	22
	7.6    Plan Provisions in Effect Upon Termination of Employment	23
	7.7    Plan to Interpreted and Applied So As Not To Be Subject To Code Section 409A	23

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.

Notwithstanding anything in this Plan to the contrary, no benefits shall accrue under this Plan after December 31, 2004, and the Plan shall be applied and interpreted consistent with Treasury Regulations issued under Code Section 409A(e)(1) so that no benefit hereunder is an amount deferred after December 31, 2004 so that the Plan and the benefits provided pursuant to the Plan are not subject to the provisions of Code Section 409A. The Administrative Committee shall have discretionary authority to interpret this Plan consistent with the foregoing sentence, and the Committee’s determination shall be final and conclusive.

A Participant’s accrued benefit hereunder as of December 31, 2004 shall equal the present value as of December 31, 2004 of the amount to which a Participant would be entitled under this Plan assuming the Participant voluntarily terminated employment without cause on December 31, 2004 and received a full payment of his or her SRIP benefits on the earliest possible date allowed hereunder following such deemed termination of employment, but only to the extent such SRIP benefits are earned and vested as of December 31, 2004. For purposes of such calculation, a Participant’s Age, Years of Service and Final Average Earnings shall be determined as of December 31, 2004.

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 Secti on 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. Notwithstanding anything herein to the contrary, “Earnings” shall not include any amounts earned on or after January 1, 2005.

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 January 1, 2005 which yields the highest average earnings. If the Participant has fewer than thirty-six (36) months of employment prior to January 1, 2005, the average shall be taken over his or her period of employment prior to January 1, 2005.

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 determined as of December 31, 2004, or (b) a credit of 0.715 percent multiplied by the number by which (i) the number of Years of Service of the Participant determined as of December 31, 2004 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 as of December 31, 2004

-     Immediate Annuity Value of any other SBC/PTG Non-Qualified Pensions as of December 31, 2004

=     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 as of December 31, 2004

-     Immediate Annuity Value of any SBC/PTG Non-Qualified Pensions, as of December 31, 2004

=     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 earlier of the date of Termination of Employment or December 31, 2004, to the day, shall be used.

(c) For purposes of determining the Final Average Earnings, the Participant’s Earnings history prior to January 1, 2005 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 earlier of the date of the termination of employment or December 31, 2004, precedes the date on which the Participant will attain age 60.

Notwithstanding the foregoing, if, at the earlier of the time of Termination of Employment or December 31, 2004, 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 and prior to December 31, 2004, 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 1^st 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 1^st, 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 (3^rd) 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 (20^th) 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 (3^rd) 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 1^st 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 (3^rd) 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 (3^rd) 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; provided, however, the Plan shall not be materially modified (within the meaning of Section 885(d)(2)(B) of the American Jobs Creation Act of 2004) after October 3, 2004 unless such modification is consistent with the guidance issued under Section 885(f) of the American Jobs Creation Act of 2004 so that such amendment is not a material modification of the Plan. 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.

7.7    Plan To Be Interpreted and Applied So As Not To Be Subject To Code Section 409A.

Notwithstanding any provision to the contrary in this Plan, each provision in this Plan shall be interpreted and applied so that amounts deferred under the Plan are not subject to the provisions of Section 409A of the Code and any provision that would conflict with such requirements shall be applied and construed, as determined by the Administrative Committee in its complete discretion, consistent with the foregoing. The Administrative Committee’s determination, as provided herein, shall be final and conclusive.

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 with 10-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

Exhibit 10-g (i)

HUMAN RESOURCES COMMITTEE

APPROVED, November 18, 2004

        RESOLVED, that no further contributions to the Salary and Incentive Award Deferral Plan (“SIAD”) of SBC Communications Inc. (the “Corporation”) may be made after December 31, 2004, with the exception of interest on previously deferred amounts;

        RESOLVED FURTHER, that the Senior Executive Vice President-Human Resources and Communications is hereby granted the authority to approve changes to the SIAD as necessary or appropriate to effect the changes approved by this resolution as well as changes that may be necessary to conform the SIAD to applicable tax law and regulations, and that the appropriate officers of the Corporation are authorized and directed to do or cause to be done any and all acts and things, including, but not limited to, obtaining such governmental approvals, making such filings, and executing such agreements and other documents that they may deem necessary or appropriate to carry out the purpose of the foregoing resolution; and

        RESOLVED FURTHER, that cash payments approved in the June 24, 2004 Human Resources Committee meeting to replace forfeited Cingular Wireless LLC awards, that will be approved by the Chief Executive Officer on or after each of April 1, 2005, April 1, 2006, and April 1, 2007, shall be designated as Incentive Awards under the Cash Deferral Plan, subject to its approval by the Board of Directors.

EX-10

Exhibit 10-h

SBC Communications Inc.

EXECUTIVE HEALTH PLAN

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

Effective: January 1, 1987
Revisions Effective: July 22, 2004

EXECUTIVE HEALTH PLAN

TABLE OF CONTENTS

ARTICLE 1:	PURPOSE	1
ARTICLE 2:	DEFINITIONS	1
ARTICLE 3:	ELIGIBILITY	3
ARTICLE 4:	BENEFITS	4
ARTICLE 5:	TERMINATION OF PARTICIPATION	5
ARTICLE 6:	DISABILITY	6
ARTICLE 7:	COSTS	7
ARTICLE 8:	COVENANT NOT TO COMPETE	8
ARTICLE 9:	MISCELLANEOUS	8
ARTICLE 10:	COBRA	10
ARTICLE 11:	PRIVACY OF MEDICAL INFORMATION	13

EXECUTIVE
HEALTH PLAN

ARTICLE 1: PURPOSE
The Executive Health Plan (“Plan”) provides Eligible Employees, certain Retired Eligible Employees and each of their Dependents with supplemental medical, dental and vision benefits.

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

2.1     Basic Plan(s). “Basic Plan(s)” shall mean SBC’s group managed care medical (known as the SBC Medical and Group Life Insurance Plan — CustomCare option), dental, and vision care plans.

2.2      CEO. "CEO" shall mean the Chief Executive Officer of SBC Communications Inc.

2.3      COBRA."COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

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

2.5     Dependent. “Dependent” shall mean those individuals who would qualify as an Eligible Employee’s dependents under the terms of the SBC Medical and Group Life Insurance Plan – CustomCare and who are actually participating in the SBC Medical and Group Life Insurance Plan – CustomCare, or, if applicable, Substitute Basic Coverage.

2.6     Disability.."Disability" shall mean qualification for long term disability benefits under section 3.1 of the Officer Disability Plan.

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

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

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

2.10   Participant. "Participant" shall mean an Eligible Employee or Retired Eligible Employee who has been designated to participate in the Plan and his or her Dependents.

2.11   Plan Year. "Plan Year" shall mean the calendar year.

2.12   Qualified Dependent. "Qualified Dependent" means a Dependent who loses coverage under a COBRA Eligible Program due to a Qualifying Event.

2.13   Qualifying Event. "Qualifying Event" means any of the following events that, but for COBRA continuation coverage, would result in a Participant's loss of coverage under this Plan:

(1)     death of a covered Employee;
(2)     termination (other than by reason of such Employee’s gross misconduct) of an Employee’s employment;
(3)     reduction in hours of an Employee;
(4)     divorce or legal separation of an Employee or dissolution of an Employee’s registered domestic partnership;
(5)     an Employee’s entitlement to Medicare benefits; or
(6)     a Dependent child ceasing to qualify as a Dependent under a Program.

2.14   Retire or Retirement. “Retire” or “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 the Eligible Employee has attained age 55, and, for an Eligible Employee 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:

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

“Retirement” shall also include the termination of employment of 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”).

“Retirement” shall also include the termination of employment of an Eligible Employee who qualifies for and receives benefits under the Enhanced Pension and Retirement Program (“EPR”) of the SBCPBP if the following conditions are satisfied. Five years shall be added to each of such Eligible Employee’s age and net credited service. If, with such additional age and years of service, (1) such Eligible Employee is Retirement Eligible according to the SBC Supplemental Retirement Income Plan (“SRIP”), or (2) such Eligible Employee 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 constitute a Retirement for all purposes under this Plan.

2.15    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, unless designated a “Subsidiary” pursuant to the immediately preceding sentence, Cingular Wireless LLC, Sterling Commerce, Inc. and their respective subsidiaries shall not be considered a Subsidiary under this Plan.

2.16    SBC. “SBC” shall mean SBC Communications Inc.

ARTICLE 3: ELIGIBILITY

3.1        Active Participants and their Dependents. Each Eligible Employee shall be eligible to participate in this Plan along with his or her Dependents beginning on the effective date of the CEO’s designation of the employee as an Eligible Employee.

An Eligible Employee who becomes an Eligible Employee after October 1, 1998 shall have 90 days after becoming an Eligible Employee to elect to participate in this Plan. In order to continue participation, the Eligible Employee must pay all applicable contributions. If an Eligible Employee terminates participation in this Plan at any time for any reason, that Eligible Employee and his or her Dependents shall be ineligible to participate in the Plan at any time in the future.

3.2     Retired Participants and their Dependents. Provisions of this Plan will continue in effect during Retirement for each Eligible Employee and his or her Dependents with respect to any Eligible Employee who became a Participant before January 1, 1999. Neither an Eligible Employee who became an Eligible Employee after December 31, 1998 nor his or her Dependents shall be eligible for participation hereunder on or after such Eligible Employee’s Retirement.

3.3     Requirement to Enroll and Participate in Basic Plans and Medicare. As a condition to participation in the Plan, each Participant must be enrolled in, paying for, and participating in (i) the Basic Plans, or, if applicable, Substitute Basic Coverage, and (ii) all parts of Medicare for which such Participant is eligible.

Notwithstanding any other provision of the Plan to the contrary, an individual who first becomes an Eligible Employee in the middle of a Plan Year and who is enrolled in SBC sponsored group health plans other than the Basic Plans, will be allowed to participate in the Plan for the remainder of the Plan Year along with his or her Dependents who are enrolled in such other SBC sponsored health plans, as if they were participating in the Basic Plans. At the next group enrollment opportunity for the Basic Plans, the Eligible Employee and his or her Dependents must enroll in the Basic Plans to continue participation in this Plan.

ARTICLE 4: BENEFITS

4.1        Covered Benefits. Subject to the limitations in this Article, this Plan provides 100% payment, through reimbursement or otherwise, of all medical, dental and vision services not paid under the Eligible Employee’s (i) Basic Plans or, if applicable, Substitute Basic Coverage, or (ii) Medicare, provided expenses for such services would qualify as deductible medical expenses for federal income tax purposes, whether deducted or not. Contributions or premiums for participation in this Plan, the Basic Plans, Medicare, or any other health plan are not considered “services”, and are therefore not eligible benefits under this Plan.

4.2     Benefit Limits. Benefits paid to any Eligible Employee or any one of his or her Dependents under this Plan shall not exceed $50,000 per Plan Year per individual. Effective January 1, 1998, benefits paid to any Eligible Employee and his or her Dependents under this Plan shall not exceed $100,000 total per Plan Year. Amounts paid to or on behalf of an Eligible Employee or his or her Dependents under (i) the Basic Plans, or if applicable, Substitute Basic Coverage, (iii) Medicare, or (iv) any other SBC sponsored group health plan will not be included in these limits.

4.3     Priority of Paying Covered Claims. Claims for benefits will be applied against the various health plans in the following order:

(1)    Medicare, to the extent the Participant is eligible therefore and such claim is actually paid by Medicare,
(2)    Basic Plans,
(3)    CarePlus, if elected,
(4)    Long Term Care Plan, if elected,
(5)    this Plan.

4.4     Substitute Basic Coverage. Notwithstanding any other provision of this Plan to the contrary, if an Eligible Employee is eligible for participation under this Plan during Retirement, but not eligible to participate under the Basic Plans, the Plan shall provide medical, dental, and vision benefits for the Eligible Employee and his or her Dependents substantially equivalent to the benefits under the Basic Plans through an insured product (hereinafter, “Substitute Basic Coverage”). Eligibility for Substitute Basic Coverage is conditioned upon the Eligible Employee’s payment of contributions in the same amount that a similarly situated retired Basic Plan participant is required to pay under the Basic Plans. Such Substitute Basic Coverage shall constitute such Eligible Employee’s Basic Plans for all purposes under this Plan. The costs of Substitute Basic Coverage (except for the required monthly contributions referenced in this paragraph) shall be borne by SBC, and the costs of Substitute Basic Coverage shall not be included in the determination of any Participant’s annual Plan contribution amount as provided in Article 7.

ARTICLE 5: TERMINATION OF PARTICIPATION

5.1     Termination of Participation. Participation will cease on the last day of the month in which one of the following conditions occurs:

(1)    The Participant is no longer a participant in the Basic Plans or Substitute Basic Coverage, in which case participation ceases for such Participant;

(2)    A Participant eligible to enroll in Medicare is no longer a participant in all parts of Medicare for which such Participant is eligible to enroll, in which case participation ceases for such Participant;

(3)    The Eligible Employee’s termination of employment for reasons other than Disability or Retirement, in which case participation ceases for the Eligible Employee and his or her Dependents;

(4)    The death of an Eligible Employee (or Retired Eligible Employee), in which case participation ceases for the Eligible Employee (or the Retired Eligible Employee) and his or her Dependents; provided, however participation will not cease for the deceased Eligible Employee’s (or Retired Eligible Employee’s) Dependents if such Dependents continue participation under the Basic Plans) and pay contributions to participate in this Plan as provided in Article 7;

(5)    The demotion or designation of an Eligible Employee so as to no longer be eligible to participate in the Plan, in which case participation ceases for the Eligible employee and his or her Dependents;

(6)    The Eligible Employee (or Retired Eligible Employee) engages in competitive activity under Article 8, in which case participation ceases for the Eligible Employee (or Retired Eligible Employee) and his or her Dependents; or

(7)    Discontinuance of the Plan by SBC, or, with respect to a Subsidiary’s Eligible Employees (or Retired Eligible Employees), such Subsidiary’s failure to make the benefits hereunder available to Eligible Employees employed by it (or its Retired Eligible Employees), in which case participation ceases for the Eligible Employee (or Retired Eligible Employee) and his or her Dependents.

5.2     Dependents Failure to Participate in Basic Plans. If a Dependent ceases participation under a Basic Plan, such Dependent’s participation under this Plan will cease with the same effective date.

5.3        Death. If participation for an Eligible Employee (or a Retired Eligible Employee) under this Plan ceases for any reason other than death, such Eligible Employee’s (or Retired Eligible Employee’s) Dependent’s participation will cease with the same effective date. In the event of the Eligible Employee’s (or Retired Eligible Employee’s) death, the Eligible Employee’s (or Retired Eligible Employee’s) Dependents may continue participation in this Plan for so long as such Dependents are participating in the Basic Plans and are paying any applicable contributions for this Plan.

ARTICLE 6: DISABILITY

6.1     Disability. With respect to any Eligible Employee who is receiving short term or long term disability benefits under the Officer Disability Plan, participation under this Plan will be as follows:

(1)    the Eligible Employee will be eligible to participate in this Plan for as long as he/she receives short term or long term disability benefits under the Officer Disability Plan.

(2)    An individual who became an Eligible Employee on or after January 1, 1999, will no longer be eligible to participate in this Plan once long term disability benefits under the Officer Disability Plan are discontinued, unless the Eligible Employee is otherwise eligible for continued benefits under this Plan.

(3)    An Employee who became an Eligible Employee before January 1, 1999, will be eligible for participation in this Plan as follows:

(A)    If the individual is Retirement eligible at the time long term disability benefits under the Officer Disability Plan commence, he/she will be eligible to continue participation in this Plan on the same terms and conditions that participation would be available to such Eligible Employee in Retirement, regardless of his/her continued receipt of long term disability benefits.

(B)    If the individual is not Retirement eligible at the time long term disability benefits under the Officer Disability Plan commence, he/she will be eligible to participate in this Plan for so long as such Eligible Employee participates in the Basic Plans.

ARTICLE 7: COSTS

7.1    Costs of the Plan. Except as provided below in this Article 7, costs and expenses incurred in the operation and administration of this Plan will be borne by SBC, and each Subsidiary shall reimburse SBC for applicable costs and expenses attributable to Eligible Employees employed by it(and Retired Eligible Employees formerly employed by it).

7.2    Eligible Employee Contributions. Effective January 1, 1999, an Eligible Employee electing to participate under the Plan will pay to participate in the Plan while in active service or while receiving short term or long term disability benefits under the Officer Disability Plan. The contribution for participation may change annually, effective at the beginning of each Plan Year. Such contribution will equal 10% of the Plan’s actual costs per Eligible Employee and Retired Eligible Employee for the entire Plan Year beginning two years prior to the Plan Year for which the calculation is being made (e.g., the contribution for 2004 are based on the Plan’s costs during calendar year 2002).

7.3    Retired Eligible Employees. Eligible Employees entitled to participate in the Plan after Retirement or after termination of long term disability benefits under the Officer Disability Plan who elect to participate will pay to participate in the Plan. The contribution for participation may change annually, effective at the beginning of each Plan Year. Such contribution will equal a percentage of the Plan’s actual costs per Eligible Employee and Retired Eligible Employee for the entire Plan Year beginning two years prior to the Plan Year for which the calculation is being made (e.g., the contribution for 2004 are based on the Plan’s costs during calendar year 2002). An Eligible Employee retiring prior to January 1, 1999 will pay a 10% contribution percentage. Eligible Employees retiring after December 31, 1998 shall pay the lower of the annual contribution percentage determined using such Eligible Employee’s Age or Years Until Retirement as of December 31, 1997 as follows:

	Annual		Years Until Retirement
Age As Of	Contribution	OR	As Of	Annual Contribution
December 31, 1997	Percentage		December 31, 1997	Percentage
if age 55 or older	10%		if retirement elegible	10%
				10% plus 5% for each
if age 50 or older but less				whole year* until
than 55	25%		if not retirement eligible	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.

Upon the death of an Eligible Employee the contribution percentage paid by the surviving spouse will be equal to the contribution that would have been paid by the Eligible Employee had he or she survived. In the event there is no surviving spouse but there are surviving eligible Dependents, such Dependents shall pay a ratable share of the contribution that would have been paid by the Eligible Employee had he or she survived.

In order to continue participation, the Retired Eligible Employee or his or her Dependents must pay all applicable contributions.

If a Retired Eligible Employee terminates participation at any time for any reason, participation of that Retired Eligible Employee and his or her Dependents may not be reinstated any reason.

ARTICLE 8: COVENANT NOT TO COMPETE

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, benefits 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.

ARTICLE 9: MISCELLANEOUS

9.1    Administration. Subject to the terms of the Plan, the CEO 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 any income tax liabilities incurred as a result of receiving benefits under this Plan.

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

9.3    Newborns’ and Mothers’ Health Protection Act of 1996. To the extent this Plan provides benefits for hospital lengths of stay in connection with childbirth, the Plan will cover the minimum length of stay required for deliveries (i.e., a 48 hour hospital stay after a vaginal delivery or a 96 hour stay following a delivery by Cesarean section.) The mother’s or newborn’s attending physician, after consulting with the mother, may discharge the mother or her newborn earlier than the minimum length of stay otherwise required by law. Such coverage shall be subject to all other provisions of this Plan.

9.4    Women’s Health and Cancer Rights Act of 1998. To the extent this Plan provides benefits for mastectomies, it will provide, for an individual who is receiving benefits in connection with a mastectomy and who elects breast reconstruction in connection with such mastectomy, coverage for reconstruction on the breast on which the mastectomy was performed, surgery and reconstruction on the other breast to give a symmetrical appearance, and prosthesis and coverage for physical complications of all stages of the mastectomy, including lymphedemas. Such coverage shall be subject to all other provisions of this Plan.

9.5    Mental Health Parity Act of 1996. To the extent this Plan provides mental health benefits other than treatment for substance or alcohol abuse, it will not place annual or lifetime maximums for such benefits that are lower than the annual and lifetime maximums for physical health benefits. Such coverage shall be subject to all other provisions of this Plan.

9.6    Continuation of Coverage During Family or Medical Leave. During any period during which an Eligible Employee is on a family or medical leave as defined in the Family or Medical Leave Act, any benefit elections in force for the Eligible Employee shall remain in effect. While the Eligible Employee is on paid leave, contributions shall continue. If the Eligible Employee is on an unpaid leave, the Eligible Employee may elect to prepay required contributions on a pre-tax basis before the commencement of such unpaid leave. Alternatively, the Eligiible Employee may elect to make such payments on an after-tax basis monthly in accordance with an arrangement that the Plan Administrator shall provide. If coverage is not continued during the entire period of the family or medical leave because the Eligible Employee declines to pay the premium, the coverage must be reinstated upon reemployment with no exclusions or waiting periods, notwithstanding any other provision of this Plan to the contrary. If the Eligible Employee does not return to work upon completion of the leave, the Eligible Employee must pay the full cost of any healthcare coverage that was continued on his behalf during the leave. These rules apply to the COBRA Eligible Programs.

9.7    Rights While on Military Leave. Pursuant to the provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994, an Employee on military leave will be considered to be on a Leave of Absence and will be entitled during the leave to the health and welfare benefits that would be made available to other similarly situated Employees if they were on a Leave of Absence. This entitlement will end if the Employee provides written notice of intent not to return to work following the completion of the military leave. The Employee shall have the right to continue his coverage, including any Dependent coverage, for the lesser of the length of the leave or 18 months. If the military leave is for a period of 31 days or more, the Employee can be required to pay 102 percent of the total premium (determined in the same manner as a COBRA continuation coverage premium). If coverage is not continued during the entire period of the military leave because the Employee declines to pay the premium or the leave extends beyond 18 months, the coverage must be reinstated upon reemployment with no pre-existing condition exclusions (other than for service-related illnesses or injuries) or waiting periods (other than those applicable to all eligible Employees).

9.8      Qualified Medical Child Support Orders. The Plan will comply with any Qualified Medical Child Support Order issued by a court of competent jurisdiction or administrative body that requires the Plan to provide medical coverage to a Dependent child of an Eligible Employee. The Plan Administrator will establish reasonable procedures for determining whether a court order or administrative decree requiring medical coverage for a Dependent child meets the requirements for a Qualified Medical Child Support Order. The cost of coverage or any additional cost of such coverage, if any, shall be borne by the Eligible Employee.

9.9      Right of Recovery. If the Plan has made an erroneous or excess payment to any Participant, the Plan Administrator shall be entitled to recover such excess from the individual or entity to whom such payments were made. The recovery of such overpayment may be made by offsetting the amount of any other benefit or amount payable by the amount of the overpayment under the Plan.

ARTICLE 10: COBRA

10.1    Continuation of Coverage Under COBRA. Participants shall have all COBRA continuation rights required by federal law and all conversion rights. COBRA continuation coverage shall be continued as provided in this Article 10.

10.2    COBRA Continuation Coverage for Terminated Participants. A covered Participant may elect COBRA continuation coverage, at his own expense, if his participation under this Plan would terminate as a result of one of the following Qualifying Events: an Employee’s termination of employment or reduction of hours with an Employer.

10.3    COBRA Continuation Coverage for Dependents. A Qualified Dependent may elect COBRA continuation coverage, at his own expense, if his participation under this Plan would terminate as a result of a Qualifying Event.

10.4    Period of Continuation Coverage for Covered Participants. A covered Participant who qualifies for COBRA continuation coverage as a result of an Eligible Employee’s termination of employment or reduction in hours of employment described in Subsection 10.2, may elect COBRA continuation coverage for up to 18 months measured from the date of the Qualifying Event. Coverage under this Subsection 10.4 may not continue beyond the:

(1)    date on which the Participant's Employer ceases to maintain this Plan;
(2)   last day of the month for which premium payments have been made with respect to this Plan, if the individual fails to make premium payments on time, in accordance with Subsection 10.6;
(3)   date the covered Participant becomes entitled to Medicare; or
(4)   date the covered Participant is no longer subject to a pre-existing condition exclusion under the Participant’s other coverage or new employer plan for the type of coverage available under the COBRA Eligible Program for which the COBRA election was made.

10.5    Period of COBRA Continuation Coverage for Dependents. If a Qualified Dependent elects COBRA continuation coverage under a COBRA Eligible Program as a result of the an Employee’s termination of employment as described in Subsection 10.2, continuation coverage may be continued for up to 18 months measured from the date of the Qualifying Event. COBRA continuation coverage for all other Qualifying Events may continue for up to 36 months.

Continuation coverage under this Subsection 10.5 with respect to a COBRA Eligible Program may not continue beyond the date:

(1)    on which premium payments have not been made, in accordance with Subsection 10.6 below;
(2)    the Participant becomes entitled to Medicare;
(3)    on which the Employer ceases to maintain this Plan; or
(4)    the Participant is no longer subject to a pre-existing condition exclusion under the Participant’s other coverage or new employer plan for the type of coverage available under this Plan.

10.6    Contribution Requirements for COBRA Continuation Coverage. Covered Participants and Qualified Dependents who elect COBRA continuation coverage as a result of a Qualifying Event will be required to pay continuation coverage payments. Continuation coverage payments are the payments required for COBRA continuation coverage that is an amount equal to a reasonable estimate of the cost to this Plan of providing coverage for all covered Participants at the time of the Qualifying Event plus a two percent administrative expense. In the case of a disabled individual who receives an additional 11-month extended coverage under COBRA, the Employer may assess up to 150 percent of the cost for this extended coverage period. Such cost shall be determined on an actuarial basis and take into account such factors as the Secretary of the Treasury may prescribe in regulations.

Covered Participants and Qualified Dependents must make the continuation coverage payment prior to the first day of the month in which such coverage will take effect. However, a covered Participant or Qualified Dependent has 45 days from the date of an affirmative election to pay the continuation coverage payment for the first month’s payment and the cost for the period between the date medical coverage would otherwise have terminated due to the Qualifying Event and the date the covered Participant and/or Qualified Dependent actually elects COBRA continuation coverage.

The covered Participant and/or Qualified Dependent shall have a 30-day grace period to make the continuation coverage payments due thereafter. Continuation coverage payments must be postmarked on or before the completion of the 30-day grace period. If continuation coverage payments are not made on a timely basis, COBRA continuation coverage will terminate as of the last day of the month for which timely premiums were made. The 30-day grace period shall not apply to the 45-day period for the first month’s payment of COBRA premiums as set out in the section above.

If payment is received that is significantly less than the required continuation coverage payment, then continuation coverage will terminate as of the last day of the month for which premiums were paid. A payment is considered significantly less than the amount due if it is greater than the lesser of $50 or 10% of the required continuation coverage payment. Upon receipt of a continuation coverage payment that is insignificantly less than the required amount, the Plan Administrator must notify the covered Participant or Qualified Dependent of the amount of the shortfall, and provide them with an additional 30 day grace period from the date of the notice for this payment only.

10.7    Limitation on Participant’s Rights to COBRA Continuation Coverage.

(1) If a Qualified Dependent loses, or will lose medical coverage under this Plan as a result of divorce, legal separation, entitlement to Medicare, or ceasing to be a Dependent, such Qualified Dependent is responsible for notifying the Plan Administrator in writing within 60 days of the Qualifying Event. Failure to make timely notification will terminate the Qualified Dependent’s rights to COBRA continuation coverage under this Article.

(2) A Participant must complete and return the required enrollment materials within 60 days from the later of (A) the date of loss of coverage, or (B) the date the Plan Administrator sends notice of eligibility for COBRA continuation coverage. Failure to enroll for COBRA continuation coverage during this 60-day period will terminate all rights to COBRA continuation coverage under this Article. An affirmative election of COBRA continuation coverage by a Participant or his spouse shall be deemed to be an election for that Participant’s Dependents who would otherwise lose coverage under the Plan.

10.8    Subsequent Qualifying Event. If a second Qualifying Event occurs during an 18-month extension explained above, coverage may be continued for a maximum of 36 months from the date of the first Qualifying Event. In the event the Dependent loses coverage due to a Qualifying Event and after such date the Participant becomes entitled to Medicare, the Dependent shall have available up to 36 months of coverage measured from the date of the Qualifying Event that causes the loss of coverage. If the Participant was entitled to Medicare prior to the Qualifying Event, the Dependent shall have up to 36 months of coverage measured from the date of entitlement to Medicare.

10.9    Extension of COBRA Continuation Period for Disabled Individuals. The period of continuation shall be extended to 29 months in total (measured from the date of the Qualifying Event) in the event the individual is disabled as determined by the Social Security laws within 60 days of the Qualifying Event. The individual must provide evidence to the Plan Administrator of such Social Security determination prior to the earlier of 60 days after the date of the Social Security determination, or the expiration of the initial 18 months of COBRA continuation coverage. In such event, the Employer may charge the individual up to 150 percent of the COBRA cost of the coverage.

ARTICLE 11: PRIVACY OF MEDICAL INFORMATION

11.1    Privacy Provisions Relating to Protected Health Information. The Plan and its Business Associates (collectively referred to in this Article 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.

11.2      Definitions. For purposes of this Article 10, 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 benefit 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.

11.3    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.

11.4    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.

11.5      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.)

11.6      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.

EX-10

Exhibit 10-l(i)

HUMAN RESOURCES COMMITTEE

APPROVED, November 18, 2004

        RESOLVED, that further contributions to the Stock Savings Plan (“SSP”) of SBC Communications Inc. (the “Corporation”) may not be made after December 31, 2004, except for the crediting of dividend equivalents and stock options on previously deferred amounts; and

        RESOLVED FURTHER, that the Senior Executive Vice President-Human Resources and Communications is hereby granted the authority to approve changes to the SSP as necessary or appropriate to effect the changes approved by this resolution as well as changes that may be necessary to conform the SSP to applicable tax law and regulations, and that the appropriate officers of the Corporation are authorized and directed to do or cause to be done any and all acts and things, including, but not limited to, obtaining such governmental approvals, making such filings, and executing such agreements and other documents that they may deem necessary or appropriate to carry out the purpose of the foregoing resolution.

EX-10

Exhibit 10-p

SBC Communications Inc.

Non-Employee Director
Stock and Deferral Plan

Amended through November 19, 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 5

5.6    Holding Period for Shares 5

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 6

6.4    Form and Timing of Payout of Cash Deferral Accounts 6

6.5    Conversion of a Participant's Cash Deferral Account to Deferred Stock Units 7

Article 7. Amendment, Modification, and Termination 7

7.1    Amendment, Modification, and Termination 7

7.2    Awards Previously Granted 7

Article 8. Miscellaneous 7

8.1    Competition 7

8.2    Elections 8

8.3    Assignment 8

8.4    Savings Clause 8

8.5    Death of a Director/Beneficiary Designation 8

8.6    No Right of Nomination 8

8.7    Shares Available/Fractional Shares 8

8.8    Successors 9

8.9    Requirements of Law 9

8.10    Governing Law 9

8.11    Adjustments 9

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) “Annual Retainer” or “Retainer” means the payments made to Directors for their annual Board service. It includes any additional Retainer paid to Committee Chairpersons or the Lead Director. “Base Annual Retainer” means the Annual Retainer without any additional amounts for Committee Chairpersons, Lead Directors or otherwise.

(b) “Award” means, individually or collectively, an award under this Plan of Stock Units.

(c) “Board” means the Board of Directors of the Company.

(d) “Business Day” means any day that the Company is open for the regular transaction of business.

(e) “Company” means SBC Communications Inc., a Delaware corporation.

(f) “Director” means any individual who is a member of the Board, including Advisory Directors.

(g) “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.

(h) “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.

(i) “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.

(j) “Participant” means a person who is entitled to participate in the Plan.

(k) “Shares” means shares of common stock of the Company, par value one dollar ($1.00) per share.

(l) “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.

(m) “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 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 Annual 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 any part of the Annual 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 Annual Retainer payment 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 Annual 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 Base 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 and before September 24, 2004. 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. Notwithstanding the foregoing:

(i) persons who become Directors after November 19, 2004, shall elect the timing of the payout of their Stock Units no later than the time they make a deferral election into Stock Units or thirty (30) days after their original election to the Board, whichever is sooner (the Corporate Governance and Nominating Committee may extend this deadline for a period expiring not later than the last day of the calendar year prior to the date on which such Director earns any amounts to be deferred); and

(ii) each Participant in the Plan as of November 19, 2004 who has not irrevocably elected the timing of the payout of Stock Units shall make such an election by December 31, 2004 with respect to all Stock Units from deferrals of Awards made or Annual Retainer or fees earned after December 31, 2004 (“Post 2004 Stock Units”).

One election will apply to all Post 2004 Stock Units, whether from deferrals, annual Awards or otherwise, and Stock Units earned thereon (each such payout schedule is hereinafter referred to as a “Stock Unit Schedule”); and a separate election shall apply to all other Stock Units and earnings thereon. Stock Units acquired under this Plan shall, with respect to each Stock Unit Schedule (if more than one), 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, for each Stock Unit Schedule 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 for any Stock Unit Schedule, such Stock Units shall be paid out in four (4) annual installments.

                  For Participants electing a payout (or payouts, as the case may be) of Stock Units in installments, the number of Stock Units to be paid out for each Stock Unit Schedule in each installment shall equal the number of Stock Units available for payout under such Stock Unit Schedule, 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 until paid. 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.

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 Moody’s Long-Term Corporate Bond Yield Average 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. Such interest shall be compounded quarterly, in arrears, on all unpaid amounts and shall be recorded on Participant’s statements quarterly.

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. Notwithstanding the foregoing:

(i) persons who become Directors after November 19, 2004, shall elect the timing of the payout of their Cash Deferral Account no later than the time they make a deferral election into their Cash Deferral Account or thirty (30) days after their original election to the Board, whichever is sooner (the Corporate Governance and Nominating Committee may extend this deadline for a period expiring not later than the last day of the calendar year prior to the date on which such Director earns any amounts to be deferred); and

(i) each Participant in the Plan as of November 19, 2004 who has not irrevocably elected the timing of the payout of his or her Cash Deferral Account shall make such an election by December 31, 2004 with respect to all amounts from deferrals into such Participant’s Cash Deferral Account of Annual Retainers or fees earned after December 31, 2004 (the “Post 2004 CDA Deferrals”).

One election shall apply to a Participant’s Post 2004 CDA Deferrals and earnings thereon (each such payout schedule is hereinafter referred to as a “Cash Account Schedule”); and a separate election shall apply to amounts that are not Post 2004 CDA Deferrals and earnings thereon. A Participant’s Cash Deferral Account shall, with respect to each Cash Account Schedule (if more than one), 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, for each Cash Account Schedule 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 for any Cash Account Schedule, the Participant’s Cash Deferral Account shall be paid out in four (4) annual installments. Each installment shall equal the amount available for payout under such Cash Account Schedule, 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. Notwithstanding the foregoing, however, no such conversion of Post 2004 CDA Deferrals shall be permitted unless the payout schedules for such Participant’s Post 2004 CDA Deferrals and Post 2004 Stock Units are identical. 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     Savings Clause. 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. Notwithstanding any provision to the contrary in this Plan, each provision in this Plan shall be interpreted to permit the deferral of compensation in accordance with Section 409A of the Internal Revenue Code and any provision that would conflict with such requirements shall not be valid or enforceable.

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-10

Exhibit 10-ee

Administrative Plan

The benefits under this Plan are offered by SBC Communications Inc. (“SBC”) to persons who have been identified by SBC as executive officers under Rule 3b-7 of the Securities Exchange Act of 1934 (“Executive Officers”).

Administration of Plan.   The Plan or the benefits hereunder may be modified or terminated by the Human Resources Committee in its sole discretion at any time.

Except to the extent otherwise provided herein, the Vice President responsible for Human Resources (or the successor to such position) shall be the Administrator of the Plan and will administer the Plan, interpret, construe and apply its provisions in accordance with its terms. The Administrator, in his or her sole discretion, may establish, adopt or revise rules, as he or she may deem necessary or advisable for the administration of the Plan, including the allocation or limitation of benefits.

The Administrator may adopt another plan, not to exceed the benefits included herein, for the benefit of such other employees or former employees of Employers as the Administrator may determine in his or her sole discretions, on such terms and conditions as the Administrator shall determine. The Administrator may, from time to time, revise the plan solely to increase the financial limits on benefits, not to exceed the corresponding proportional increase in the consumer price index from January 1, 2003, through the date of change.

All decisions of the Administrator shall be final and binding unless the Board of Directors or its delegate should determine otherwise.

No Employment Rights.   Nothing herein shall constitute a contract of continuing employment or in any manner obligate SBC or any Executive Officer to continue the employment relationship of, or obligate an Executive Officer to continue in the service of SBC or any Affiliate.

Non-Transferability.   No recipient of benefits under this Plan nor any other person shall have any right to sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey any of the benefits hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and non-transferable.

Notice.   Any notice required or permitted to be given to the Administrator 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 Executive Vice President-Human Resources. Any notice required or permitted to be given to any other person shall be sufficient if in writing and hand delivered, or sent by certified mail, to the person at the person’s last known mailing address as reflected on the records of his or her employing company. 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.

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.

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”).

Automobile.   Each Executive Officer may receive the use of a four-door automobile or an automobile allowance and expenses associated with the operation of the automobile. The Administrator shall determine the amount of the allowance for each Executive Officer provided that the allowance shall not exceed $2,000 per month.

Communications.   Each Executive Officer may receive reasonable communications services including local, long distance, DSL, Internet, wireless, satellite television, and related equipment.

Financial Counseling.   Executive Officers may receive income tax preparation services and financial planning services from a list of designated providers not to exceed $14,000 per year.

Estate Planning.   Executive Officers may receive estate planning documentation services not to exceed $25,000 over a 3-year rolling period.

Clubs.   Executive Officers may receive initiation fees, dues, assessments and other charges for reasonable memberships as approved by the CEO or the Administrator, in each case in their sole discretion. SBC does not reimburse for dues, initiation fees or other expenses incurred in connection with a membership in a club that discriminates in its membership policies based on race, creed, gender or ethnic origin. The Administrator shall report annually to the Human Resources Committee as to the usage of this benefit by the Chief Executive Officer and to the Chief Executive Officer on the usage by all other Executive Officers.

Executive Protection.   Based upon the concern for the security of Executive Officers, the need to secure their optimum availability for business purposes and to permit uninterrupted communications between them, the Executive Officers are authorized to receive home security services, and, whenever feasible, to use SBC provided aircraft in connection with business travel and to use such aircraft for the personal travel of Executive Officers where the Chief Executive Officer, in his or her sole discretion, deems such use appropriate because of similar considerations.

Retirement.   Upon the Retirement of an Executive Officer (as that term is defined in the Supplemental Retirement Income Plan), he may receive up to an additional of $20,000 of financial consulting reasonably in connection with and incurred within a reasonable time of his or her actual retirement. After the Retirement of an Executive Officer he shall continue to receive the communications, financial counseling and estate planning benefits until his or her death. After the death of an Executive Officer or Retired Executive Officer, his or her spouse shall receive the communications benefit for 6 billing cycles and shall receive the financial counseling and estate planning benefits for 2 years.

Taxes.   Each recipient of benefits under this Plan shall receive an amount equal to that necessary to offset the Federal, state and local income taxes, as well as associated employment taxes, of the recipient (including taxes on tax reimbursements) resulting from the benefits in this Plan, other than (1) the monthly automobile allowance for Executive Officers; and (2) personal use of aircraft.

EX-10

Exhibit 10-ii

SBC Communications Inc.

2005
SUPPLEMENTAL EMPLOYEE
RETIREMENT PLAN

Adopted	November 19, 2004
Effective:	January 1, 2005

2005 SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

TABLE OF CONTENTS

1.	Purpose	1
2.	Definitions	1
3.	Plan ("SERP") Benefits	5
	3.1    SERP Benefit Formula	5
	3.2    Vesting.	7
4.	Form of Distribution of SERP Benefits	7
	4.1     Normal Form	7
	4.2     Election Alternatives	7
	4.3     Distribution Election	9
	4.3.1    Eligible Employees Who Are SRIP Participants	9
	4.3.2    Eligible Employees Who Are Not SRIP Participants	9
	4.3.3    Failure to Timely File an Agreement	9
	4.3.4    Death of or Divorce From Annuitant During Participant's Lifetime	9
	4.3.5    Special Provisions for Lump Sum Benefit Election	10
	4.3.6    Lump Sum Benefit Account Balance	12
5.	Death or Disability Benefits	12
	5.1     Death Following Termination of Employment	12
	5.2     Death Prior to Termination of Employment	12
	5.3     Disability	13
6.	Payment of Benefits	14
	6.1     Commencement of Payments	14
	6.2     Withholding; Unemployment Taxes	15
	6.3     Recipients of Payments; Designation of Beneficiary	15
	6.4     No Other Benefits	15
	6.5     Small Benefit	15
7.	Conditions Related to Benefits	15
	7.1     Administration of Plan	15
	7.2     No Right to SBC Assets	16
	7.3     Trust Fund	16
	7.4     No Employment Rights	16
	7.5     Modification or Termination of Plan	16
	7.6     Offset	17
	7.7     Change in Status	18
8.	Miscellaneous	18
	8.1     Nonassignability	18
	8.2     Non-Competition	18
	8.3     Notice	19
	8.4     Validity	20
	8.5     Applicable Law	20
	8.6     Plan Provisions in Effect Upon Termination of Employment	20

2005 SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

1 Purpose.

The purpose of the 2005 Supplemental Employee Retirement Plan (the “SERP” or the “Plan”) is to provide Eligible Employees with retirement benefits to supplement benefits payable pursuant to SBC’s qualified group pension plans. The Plan is a successor to the SBC Supplemental Retirement Income Plan (“SRIP”) that was effective January 1, 1984 and which was amended, effective December 31, 2004, to provide that no additional compensation amounts shall be included in determining SRIP pension amounts and that the pension amounts payable thereunder shall be grandfathered and administered in accordance with the provisions of the SRIP in a manner that does not invoke Section 409A of the Code.

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 SBC’s Senior Executive Vice President responsible for Human Resources matters and two or more other members designated by SBC’s Senior Executive Vice President responsible for Human Resources matters, which 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 its Senior Executive Vice President for Human Resources matters and a Participant prior to the accrual of Participant’s benefits hereunder to carry out the Plan with respect to such Participant. The Agreement shall include the Participant’s irrevocable distribution election. Entry into a new Agreement shall not be required upon amendment of the Plan except as otherwise provided herein. Entry into a new Agreement shall be required upon an increase in a Participant’s Retirement Percent (which increase shall only be utilized to determine the Participant’s benefits from and after the date of the Participant’s new Agreement), and 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 7.5); provided, however, any new Agreement shall not be effective to the extent such new Agreement results in deferrals that would be subject to immediate taxation under the provisions of Code Section 409A. A new Agreement shall operate as the written consent required by Section 7.5 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”). If a Participant fails to execute a Beneficiary designation form with respect to Plan benefits, his Beneficiary designation form with respect to his SRIP benefits shall apply with respect to his Plan benefits.

CEO or Chief Executive Officer.     “CEO” or “Chief Executive Officer” shall mean the Chief Executive Officer of SBC Communications Inc.

Disabled or Disability.     “Disabled” or “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 results from the participant’s Disability. A participant shall be considered Disabled if the participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident or health plan covering employees of the Participant’s employer. The Administrative Committee, in its complete and sole discretion, determines whether a Participant is Disabled. 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 Participant is Disabled 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:

(a) Any person who, as of close of business on December 31, 2004, was employed by a subsidiary of SBC and was a participant in the SRIP; and

(b) Any person who was a participant in the SRIP, terminated employment in 2004 and receives Earnings in 2005; and

(c) An Officer employee of any SBC company who is designated by the CEO as eligible to participate in the Plan

Notwithstanding the foregoing definition of Eligible Employee, the CEO, 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:

Net Credited Service	Age
25 years or more	50 or older
30 years or more	Any age

Retirement Eligible.      “Retirement Eligible” or “Retirement Eligibility” means that a Participant has attained age 55 and has five (5) Years of Service.

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.

Supplemental Retirement Income Plan or SRIP.      “Supplemental Retirement Income Plan” or “SRIP” means the SBC Communications Inc. Supplemental Retirement Income Plan effective January 1, 1984, which was amended to cease benefit accruals after December 31, 2004.

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 a Participant who is 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 a Participant who is 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 (“SERP”) Benefits.

3.1    SERP Benefit Formula.

With respect to (1) a Participant who was a participant in the SRIP prior to January 1, 1998, or (2) a Participant who, prior to January 1, 1998, was an officer of a Pacific Telesis Group (“PTG”) company and became a participant in the SRIP after January 1, 1998, the amount of such Participant’s SERP Benefit is calculated as follows:

    Final Average Earnings

x     Revised Retirement Percentage

=     Target Retirement Benefit

-     Immediate Annuity Value of any SBC or affiliate Qualified Pensions

-     Immediate Annuity Value of SRIP

-     Immediate Annuity Value of any other SBC or affiliate Non-Qualified Pensions other than the SERP

=     Target Benefit

-     Age Discount

=     Annual Value of Life with 10 Year Certain SERP Benefit immediately payable upon Termination of Employment

With respect to all other Participants, the amount of such Participant's SERP 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 or affiliate Qualified Pensions

-     Immediate Annuity Value of SRIP

-     Immediate Annuity Value of any SBC or affiliate Non-Qualified Pensions, other than SERP

=     Annual Value of Life with 10 Year Certain SERP 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 SERP Benefit shall be decreased by five-tenths of one percent (.5%) for each month that the date of the Participant’s 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 SERP Benefit hereunder following a Participant’s Termination of Employment.

3.2    Vesting.

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.

4 Form of Distribution of SERP Benefits.

4.1    Normal Form.

The normal form of a Participant’s benefits hereunder shall be a Life with 10-Year Certain Benefit as described in Section 4.2(a). A Participant who fails to timely make (or is deemed to have failed to make) a distribution election with respect to his SERP Benefits shall be deemed to have made an election to receive his or her SERP benefits as described in Section 4.2(a).

4.2    Election Alternatives.

Notwithstanding the normal form for distribution of a Participant’s SERP Benefits, a Participant may elect, in his or her timely filed Agreement, one of the following Benefit Payout Alternatives:

(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 Participant’s Termination of Employment 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 4.2(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. A Participant may elect a lump sum benefit in his or her Agreement, but his or her SERP benefit shall be paid in the form of a lump sum only if the Participant has attained the age of fifty-five (55) years as of his or her Termination of Employment. If a Participant elects a lump sum benefit in his or her Agreement but realizes a Termination of Employment prior to attaining age fifty-five (55), the Participant’s SERP Benefit shall be paid as provided in Section 4.2(a), 4.2(b) or 4.2(c), as elected or deemed elected by the Participant.

The Benefit Payout Alternatives described in Section 4.2(b), 4.2(c) and 4.2(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. The amount of a Participant’s lump sum benefit shall be calculated as of the Participant’s Termination of Employment by 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.

4.3    Distribution Election.

4.3.1    Eligible Employees Who Are SRIP Participants.

Any election made by an Eligible Employee who was a SRIP participant must be made in the Participant’s timely filed SERP Agreement. Such Participant’s SERP Agreement 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 December 31, 2004.

4.3.2     Eligible Employees Who Are Not SRIP Participants.

Any election made by an Eligible Employee who was not a SRIP participant must be made in the Participant’s timely filed Agreement. Such Participant’s Agreement is timely filed only if it is delivered by the Participant, in writing, telecopy, email or in another electronic format, to the Administrative Committee immediately following his designation as an Eligible Employee by the CEO.

4.3.3    Failure to Timely File an Agreement.

If a Participant’s Agreement is not timely filed or fails to show an election of a Benefit Payout Alternative, 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 4.2(a).

4.3.4     Death of or Divorce from Annuitant During Participant's Lifetime.

Notwithstanding any other provision of this Plan to the contrary, 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 4.2(b) or 4.2(c) shall, without any action by the Participant, be revoked, and the Participant’s benefit, or remaining benefit, under the Plan, as the case may be, shall be paid as provided in Section 4.2(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, in the event of the divorce or legal separation of the Participant, the Participant’s election to have a Benefit Payout Alternative described in Section 4.2(b) or 4.2(c), with a survivor annuity for the benefit of the Participant’s former spouse as Beneficiary, shall, without any action by the Participant, be revoked, and the Participant’s benefit, or remaining benefit, under the Plan, as the case may be, shall be paid as provided in Section 4.2(a). In such event, the 10-Year period as described in Section 4.2(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. Payments pursuant to Participant’s new form of benefit shall be effective commencing with the first monthly payment following notice from the Participant to the Administrative Committee after the divorce (or legal separation) becomes final.

4.3.5  Special Provisions for Lump Sum Benefit Election.

A Participant who elects a lump sum benefit under Section 4.2(d) must, contemporaneous with such Lump Sum Benefit election, elect a specific number of year(s), not to exceed twenty (20) years, following his or her Termination of Employment upon which the lump sum benefit (including any interest accrued thereon) shall be distributed; provided, however,

(a) the Participant may not receive more than thirty percent (30%) of his or her lump sum benefit (excluding any interest thereon) until the third (3rd) anniversary of his or her Termination of Employment; provided, however, if the Participant is age sixty (60) or older as of his or her Termination of Employment, the Participant, if elected in his or her timely filed Agreement, may receive one hundred percent (100%) of his or her lump sum benefit upon the day that is six (6) months following his or her Termination of Employment 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 8.2 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

(b) prior to distribution of the Participant’s lump sum benefit, interest on such lump sum benefit shall accrue and shall be added to the Participant’s lump sum benefit or distributed monthly, as elected by the Participant in his or her Agreement.

The lump sum benefit payment schedule elected by a Participant in his or her Agreement 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 timely elected a lump sum benefit in his or her Agreement fails to timely elect a payment schedule or if such Participant’s elected 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 date that is six (6) months following the Participant’s Termination of Employment, and (ii) the remaining seventy percent (70%) shall be paid to the Participant on the third (3rd) anniversary of such Participant’s Termination of Employment.

4.3.6  Lump Sum Benefit Account Balance.

From and after a Participant’s Termination of Employment, the Administrative Committee shall maintain a lump sum benefit account balance on its books and records for each Participant who elected 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.

5 Death or Death or Disability Benefits.

5.1    Death Following Termination of Employment.

If a Participant who has commenced payment of his or her SERP benefit hereunder dies, his or her Beneficiary shall be entitled to receive the remaining SERP benefit in accordance with the Benefit Payout Alternative elected or deemed elected by the Participant.

5.2    Death Prior to Termination of Employment.

If a Participant dies prior to his or her Termination of Employment, a pre-retirement death benefit will be calculated as though the Participant had terminated employment (determined without regard to the 5 Years of Service requirement) on the day prior to the date of death. If the Participant made (or is deemed to have made) an election under Section 4.2(a), the form of the death benefit shall be a Beneficiary Life Annuity(as such term is hereinafter described) With 10-Year Certain based on the life expectancy of the Beneficiary. If the Participant made an election under Section 4.2(b) or 4.2(c), the form of the death benefit shall be a Beneficiary Life Annuity (as such term is hereinafter described) based on the life expectancy of the Beneficiary. Notwithstanding anything herein to the contrary, if the participant made a Lump Sum Benefit election under Section 4.2(d), a Lump Sum Benefit (calculated in the manner described in this Section 5.2) shall be paid to the Participant’s Beneficiary, whether or not the Participant was age fifty-five or older on the date of his or her death. If paid as a Beneficiary Life Annuity based on the life of the Beneficiary, either with or without a 10-year certain benefit, 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 that would have been paid to the Participant had he or she terminated employment on the day immediately prior to his or her death. For purposes of this Section 5.2, a Lump Sum Benefit shall be calculated in the same manner as provided in Section 4.2 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.

5.3    Disability.

Upon a Participant’s Disability, 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 SERP Benefit as if he or she realized a Termination of Employment as of the date of such occurrence.

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 5.2).

6 Payment of Benefits.

6.1    Commencement of Payments.

(a) Benefit payments shall commence pursuant to the Benefit Payout Alternative elected by the Participant in his or her Agreement on the date that is six (6) months following his or her Termination of Employment. If a Participant elected (or is deemed to have elected) an annuity form of benefit under Section 4.2(a), 4.2(b) or 4.2(c), the aggregate monthly amount that would be paid between the Participant’s Termination of Employment through the date that benefit payments actually commence, shall be paid in a lump sum on the date that benefit payments actually commence hereunder. In addition, during the period of time between a Participant’s Termination of Employment and the date that annuity payments hereunder actually commence, interest shall be credited on the withheld annuity amounts for such period of time that each annuity payment is withheld. The credited interest shall be paid in a lump sum on the date that payments hereunder actually commence. Interest shall be credited using the GAAP Rate in effect as of the end of the calendar year immediately preceding the Participant’s Termination of Employment.

(b) 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.

6.2    Withholding; Unemployment Taxes.

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

6.3    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 this Plan and the Rules.

6.4    No Other Benefits.

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

6.5    Small Benefits.

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.

7 Conditions Related to Benefits.

7.1    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.

7.2    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.

7.3    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.

7.4    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.

7.5    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 7.5, 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 7.5, 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 a 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.

7.6    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.

7.7    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. Notwithstanding any other provision of this Plan, the SERP benefit of an Eligible Employee who was a participant in SRIP and whose SRIP benefit is limited by Section 6.7 of SRIP (“Change in Status”) shall be calculated based on his or her Years of Service and Earnings history prior to the change in his or her employment status.

8 Miscellaneous.

8.1    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.

8.2    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.

8.3    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 SBC’s Senior Executive Vice President responsible for Human Resources matters. 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.

8.4    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.

8.5    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”).

8.6    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.

SUPPLEMENTAL EMPLOYEE RETIREMENT 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 the 2005 SBC Supplemental Employee Retirement 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 2005 Supplemental Employee Retirement Plan (SERP) Benefit Election form attached hereto and incorporated herein for all purposes (the “Form”). The Participant’s election in the Form is irrevocable, and the Participant’s election will control the distribution of benefit under the Plan. If the Participant has not elected a Benefit Payout Alternative in the Form, the Participant’s form of benefit under the Plan shall be the Life With 10-Year Certain Benefit.

        This Agreement supersedes all prior Supplemental Employee Retirement 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
and Communications

PARTICIPANT:

____________________________________________________________________

Due Date:
                                                                                                          Form SERP-4
                                                                                                               (11/04)

                       Supplemental Employee Retirement Plan (SERP) Benefit Election
                                                    Payout Form



Payment Election


Name:                                                              Social Security Number:


1. Form of Payment

I hereby elect the following form of benefit for my SERP benefit in accordance with and subject to the terms of
the Plan:
a.                ____Life with 10-Year Certain Benefit.  Complete Section 5.
b.                ____Joint and 100% Survivor Benefit.  Complete Section 5.
c.                ____Joint and 50% Survivor Benefit.  Complete Section 5.
d.                ____Lump Sum.  Complete Sections 2, 3, 4, & 5. (Only available if age 55 or older at
          termination of employment).
         Default Distribution: If a valid payment election is not on file, the form for payment of your benefit
         shall be the Life with 10-Year Certain Benefit.

2. Default Form of Payment if Lump Sum Elected but Termination of Employment Prior to Attaining Age 55

If I elected a lump sum payment, above (option 1(d)) and I am NOT age 55 or over at my Termination of Employment,
I hereby elect the following form of benefit for my SERP benefit in accordance with and subject to the terms of
the Plan:
a.                ____Life with 10-Year Certain Benefit.  Complete Section 5.
b.                ____Joint and 100% Survivor Benefit.  Complete Section 5.
c.                ____Joint and 50% Survivor Benefit.  Complete Section 5.

3. Amount of Lump Sum Benefit Paid Upon Termination of Employment

You may elect to receive between 0% and 30% of your lump sum benefit six months following your Termination of
Employment, and the remainder at any time up to the twentieth (20th) anniversary of your Termination of
Employment.  Please indicate below the portion of your lump sum that you wish to receive six months following
your Termination of Employment:
I wish to receive _______% (not more than 30%) six months following my Termination of Employment.

Any portion of your unpaid balance will accrue interest.  Complete Section 4.

Additional Lump Sum Election if I Retire at age 60 or Older
|_|I wish to receive 100% of my lump sum benefit six months following my retirement at age 60 or older and agree
in writing, by signing Attachment B provided as part of this election, not to compete with an Employer Business
within the meaning of Section 8.2 of the Plan for a period of three (3) years from my Termination of Employment.
Complete and Sign Attachment B and Complete Section 5.


4. Distribution Election for Unpaid Lump Sum and Accrued Interest ("Unpaid Balance")

Please indicate how you would like your unpaid balance distributed.
   o     Complete Section 4a if you wish to receive monthly interest only payments. You must also
         complete Section 4b to elect how to receive your remaining deferred balance.
   o     Complete Section 4b to specify distribution of your unpaid balance. You may not elect to
         receive more than 30% of your SERP benefit prior to the third anniversary of your termination of employment.
   o     The unpaid 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 unpaid balance, paid monthly commencing
         ______________(month/year) through ______________(month/year); provided, however, no distributions will
         be made prior to the 6 month anniversary of my termination of employment.
         Note:  Also complete Section 4b to elect payment of unpaid balance.
b. Ratable Distribution Over a Period of Years
        Please make an annual payment of my unpaid 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 4b.  (e.g. 1/20th, 1/19th, 1/18th.... assuming
              payment is requested over 20 years).
|_|               Paid in equal annual installments for the period(s) selected in 4b.
Note:  You may not request more than 30% of your lump sum within 36 months following retirement.
Complete Section 5.

5. 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

LUMP SUM DISTRIBUTION AGREEMENT

        This Lump Sum Distribution Agreement is made as of the ____ day of ______________, 2004 by and between SBC Communications Inc. (“SBC” or the “Company”) and [NAME OF PARTICIPANT]. Unless otherwise indicated herein, capitalized words used herein shall have the same meaning ascribed to such words in the 2005 Supplemental Employee Retirement Plan (the “Plan” or “SERP”).

        WHEREAS, [NAME OF PARTICIPANT] is a Participant in the Plan, which is sponsored by the Company;

        WHEREAS, pursuant to the Plan, [NAME OF PARTICIPANT] executed an Agreement, governing [NAME OF PARTICIPANT]‘s benefits in the Plan;

        WHEREAS, [NAME OF PARTICIPANT]‘s Agreement provides for the distribution of [his/her] benefits in the form of a lump sum, payable one hundred percent (100%) upon the six (6) month anniversary of [his/her] Termination of Employment provided that [NAME OF PARTICIPANT] is age sixty (60) or older as of the date of [his/her] Termination of Employment and [NAME OF PARTICIPANT] agrees not to compete with an Employer Business;

        NOW, THEREFORE, the parties hereto, for good and valuable consideration, the sufficiency of which is hereby acknowledged, hereby agree as follows:

1. If [NAME OF PARTICIPANT] is age sixty (60) or over as of the date of his Termination of Employment, Company shall pay to [NAME OF PARTICIPANT] [his/her] benefits under the Plan in the form of a lump sum distribution, one hundred percent (100%) of which shall be paid upon the six (6) month anniversary of [NAME OF PARTICIPANT]‘s Termination of Employment.

2. In exchange for the right to receive the payment described in Paragraph 1, above, [NAME OF PARTICIPANT] acknowledges and agrees that [he/she] shall not without the written consent of Company, within three (3) years after Termination of Employment, engage in competition with SBC or with any business with which SBC or a subsidiary of SBC or an affiliated company has a substantial interest (collectively referred to herein as “Employer business”). For purposes of this Lump Sum Distribution Agreement, engaging in competition with any Employer business shall mean [NAME OF PARTICIPANT]‘s engaging 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, it is hereby specifically agreed that 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. [NAME OF PARTICIPANT] hereby specifically agrees not to engage in any such conduct. [NAME OF PARTICIPANT] also specifically agrees that a breach of this provision would result if, within the time period and without the written consent specified, [NAME OF 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 [NAME OF PARTICIPANT] takes and regardless of whether or not the employing company, or the company that [NAME OF PARTICIPANT] becomes associated with or renders service to, is itself engaged in direct competition with an Employer business.

3. [NAME OF PARTICIPANT] acknowledges and agrees that he shall promptly return to the Company and forfeit all consideration previously received pursuant to this Lump Sum Distribution Agreement, specifically the payment referred to in Paragraph 1, if he engages in competition with an Employer business in violation of the provisions of Paragraph 2.

4. [NAME OF PARTICIPANT] may submit a description of any proposed activity in writing to SBC and SBC shall advise [NAME OF PARTICIPANT] in writing within ten business days whether such proposed activity would constitute engaging in competition with an Employer business, within the meaning of this Lump Sum Distribution Agreement.

5. It is hereby specifically agreed that the terms of this Lump Sum Distribution Agreement shall be kept strictly confidential and that neither party shall, except as necessary for performance of the terms hereof or as specifically required by law, disclose the existence of this Lump Sum Distribution Agreement or any of its terms to third persons without the express consent of the other party.

[NAME OF PARTICIPANT] agrees that for any breach or threatened breach of any of the provisions of this Lump Sum Distribution Agreement by [NAME OF PARTICIPANT], the Company shall have no adequate legal remedy, and in addition to any other remedies available, including the repayment and forfeiture remedies described in Paragraph 3, a restraining order and/or an injunction may be issued against [NAME OF PARTICIPANT] to prevent or restrain any such breach.

6. Any notice required hereunder to be given by either party will be in writing and will be deemed effectively given upon personal delivery to the party to be notified, or five (5) days after deposit with the United States Post Office by certified mail, postage prepaid, to the other party at the address set forth below, or to such other address as either party may from time to time designate by ten (10) days advance written notice pursuant to this Paragraph.

7. In the event any provision of this Lump Sum Distribution Agreement is held invalid, void, or unenforceable, the same shall not affect in any respect whatsoever the validity of any other provision of this Lump Sum Distribution Agreement, except that should any part of the non-compete provisions of Paragraph 2 of this Agreement be held invalid, void, or unenforceable as applicable to and as asserted by [NAME OF PARTICIPANT], this Lump Sum Distribution Agreement, at the Company’s option, may be declared by the Company null and void. If this Lump Sum Distribution Agreement is declared null and void by Company pursuant to the provisions of this Paragraph, [NAME OF PARTICIPANT] shall return to Company all consideration previously received pursuant to this Lump Sum Distribution Agreement.

SBC Communications Inc.

_______________________________________________________            _______________________________________________________
By: ____________________________________________________              [NAME OF PARTICIPANT]
       ____________________________________________________

      175 E. Houston, Suite ______
      San Antonio, Texas 78205

Date ______________________________________                                           Date______________________________________

EX-12

EXHIBIT 12

SBC COMMUNICATIONS INC.
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
Dollars in Millions

	2004		2003		2002		2001		2000
Income Before Income Taxes, Extraordinary Items
and Cumulative Effect of Accounting Changes*	$	6,623	$	7,751	$	8,685	$	9,984	$	11,923
Add: Interest Expense		1,023		1,242		1,382		1,599		1,592
Dividends on Preferred Securities		24		22		24		57		118
1/3 Rental Expense		160		140		195		266		252
Adjusted Earnings	$	7,830	$	9,155	$	10,286	$	11,906	$	13,885
Total Interest Charges	$	1,054	$	1,279	$	1,440	$	1,718	$	1,693
Dividends on Preferred Securities		24		22		24		57		118
1/3 Rental Expense		160		140		195		266		252
Adjusted Fixed Charges	$	1,238	$	1,441	$	1,659	$	2,041	$	2,063
Ratio of Earnings to Fixed Charges		6.32		6.35		6.20		5.83		6.73

* All periods presented exclude undistributed earnings on investments accounted for under the equity method as well as "Income From Discontinued Operations, net of tax" in our Consolidated Statements of Income, which was from the sale of our interest in the directory advertising business in Illinois and northwest Indiana.

EX-13

Exhibit 13

Selected Financial and Operating Data

Dollars in millions except per share amounts

At December 31 or for the year ended:	2004		2003		2002		2001			2000
Financial Data 1
Operating revenues	$	40,787	$	40,498	$	42,821	$	45,381		$	50,881
Operating expenses	$	34,886	$	34,214	$	34,383	$	35,085		$	40,578
Operating income	$	5,901	$	6,284	$	8,438	$	10,296		$	10,303
Interest expense	$	1,023	$	1,242	$	1,382	$	1,599		$	1,592
Equity in net income of affiliates	$	873	$	1,253	$	1,921	$	1,595		$	897
Other income (expense) - net	$	922	$	1,818	$	733	$	(236	)	$	2,557
Income taxes	$	2,186	$	2,857	$	2,910	$	3,858		$	4,748
Income from continuing operations	$	4,979	$	5,859	$	7,361	$	6,881		$	7,696
Income from discontinued operations, net of tax 2	$	908	$	112	$	112	$	127		$	104
Income before extraordinary item and
cumulative effect of accounting changes	$	5,887	$	5,971	$	7,473	$	7,008		$	7,800
Net income 3	$	5,887	$	8,505	$	5,653	$	7,008		$	7,800
Earnings per common share:
Income from continuing operations	$	1.50	$	1.77	$	2.21	$	2.04		$	2.27
Income before extraordinary item and
cumulative effect of accounting changes	$	1.78	$	1.80	$	2.24	$	2.08		$	2.30
Net income 3	$	1.78	$	2.56	$	1.70	$	2.08		$	2.30
Earnings per common share - assuming dilution:
Income from continuing operations	$	1.50	$	1.76	$	2.20	$	2.03		$	2.24
Income before extraordinary item and
cumulative effect of accounting changes	$	1.77	$	1.80	$	2.23	$	2.07		$	2.27
Net income 3	$	1.77	$	2.56	$	1.69	$	2.07		$	2.27
Total assets	$	108,844	$	100,233	$	95,170	$	96,416		$	98,735
Long-term debt	$	21,231	$	16,097	$	18,578	$	17,153		$	15,513
Construction and capital expenditures	$	5,099	$	5,219	$	6,808	$	11,189		$	13,124
Dividends declared per common share 4	$	1.26	$	1.41	$	1.08	$	1.025		$	1.015
Book value per common share	$	12.27	$	11.57	$	10.01	$	9.82		$	9.09
Ratio of earnings to fixed charges		6.32		6.35		6.20		5.83			6.73
Debt ratio		40.0%		32.0%		39.9%		44.3%			45.0%
Weighted-average common shares
outstanding (000,000)		3,310		3,318		3,330		3,366			3,392
Weighted-average common shares
outstanding with dilution (000,000)		3,322		3,329		3,348		3,396			3,433
End of period common shares
outstanding (000,000)		3,301		3,305		3,318		3,354			3,386
Operating Data
Network access lines in service (000)		52,356		54,683		57,083		59,532			61,258
Long-distance lines in service (000)		20,868		14,416		6,071		4,877			3,043
DSL lines in service (000)		5,104		3,515		2,199		1,333			767
Wireless customers (000) - Cingular 5		49,109		24,027		21,925		21,596			18,555
Number of employees		162,700		168,950		175,980		193,420			220,090

1	Amounts in the above table have been prepared in accordance with U.S. generally accepted accounting principles.
2	Our financial statements for all periods presented reflect results from our sold directory advertising business in Illinois and northwest Indiana as discontinued operations. The operational results and the gain associated with the sale of that business are presented in “Income from discontinued operations, net of tax.”
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.”
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.
5	The number presented represents 100% of Cingular Wireless' (Cingular) cellular/PCS customers. The 2004 number includes customers from the acquisition of AT&T Wireless Services Inc. (AT&T Wireless). 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.” Our subsidiaries and affiliates operate in the communications services industry both domestically and internationally (primarily in Latin America) providing wireline and wireless telecommunications services and equipment as well as directory advertising and publishing services. You should read this discussion in conjunction with the consolidated financial statements and accompanying notes. A reference to a “Note” in this section refers to the accompanying Notes to Consolidated Financial Statements. In our tables throughout this section, percentage increases and decreases that equal or 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 2005 in the “Operating Environment and Trends of the Business” section.

In accordance with U.S. generally accepted accounting principles (GAAP), our financial statements for all periods presented reflect results from our sold directory advertising business in Illinois and northwest Indiana as discontinued operations (see Note 17). The operational results and the gain associated with the sale of that business are presented in the “Income From Discontinued Operations, net of tax” line item below and on the Consolidated Statements of Income.

										Percent Change
									2004 vs.			2003 vs.
	2004		2003			2002			2003			2002
Operating revenues	$	40,787	$	40,498		$	42,821			0	.7%		(5	.4)%
Operating expenses		34,886		34,214			34,383			2	.0		(0	.5)
Operating income		5,901		6,284			8,438			(6	.1)		(25	.5)
Income before income taxes		7,165		8,716			10,271			(17	.8)		(15	.1)
Income from continuing operations		4,979		5,859			7,361			(15	.0)		(20	.4)
Income from discontinued operations, net of tax		908		112			112				-			-
Income before extraordinary item and
cumulative effect of accounting changes		5,887		5,971			7,473			(1	.4)		(20	.1)
Extraordinary item 1		-		(7	)		-				-			-
Cumulative effect of accounting changes 2, 3		-		2,541			(1,820	)			-			-
Net income		5,887		8,505			5,653			(30	.8)		50	.5
Diluted earnings per share		1.77		2.56			1.69			(30	.9)		51	.5

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 decreased $383, or 6.1%, in 2004 and decreased $2,154, or 25.5%, in 2003. The decrease in 2004 was primarily due to increased cost of sales expense and expenses from strike preparation and labor settlements which more than offset the increase in revenue. Revenue in 2004 increased due to growth in long-distance voice and data revenue, which was partially offset by the decline in voice revenue resulting from a decline in retail access lines. In 2003, operating income declined primarily due to the loss of revenues from declining retail access lines and the increase in our combined net pension and postretirement cost.

The decline in retail access lines historically 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. However, by the end of 2004, we reported a decrease in the number of UNE-P lines compared with the end of 2003. This decline reflects continued success in our bundling strategy described below and recently announced pullbacks from competitors in the consumer market but also could result in increased pressure on our operating margins should a customer that was receiving service from a UNE-P provider switch to an alternative technology. Recent federal regulatory developments have altered the UNE-P rules. See our “Competitive and Regulatory Environment” section for further discussion of UNE-P developments.

Additional factors contributing to the declines in retail access lines especially during 2004 were increased competition, including customers using wireless and Voice over Internet Protocol (VoIP) technology and cable instead of phone lines for voice and data, and customers disconnecting their additional lines when purchasing our broadband internet-access (DSL) services. While we lose some revenue when a wireline customer shifts from one of our retail lines to a competitor that relies on the UNE-P rules to offer service (i.e., one of our wholesale customers), we lose all revenue when a wireline customer shifts to an alternative technology such as cable, wireless or VoIP. However, when a customer signs up for Cingular Wireless (Cingular) service, our net income impact of the lost revenue is lessened because we own a 60% economic interest in Cingular (see Note 6). Increasing use of alternative technologies will continue to pressure our operating margins. Although retail access line losses have continued, the trend has slowed, reflecting in part our ability to now offer retail interLATA (traditional long-distance) service in all of our regions as well as the introduction of offerings combining multiple services for one fixed price (“bundles”).

Operating revenues   Our operating revenues increased $289, or 0.7%, in 2004 and decreased $2,323, or 5.4%, in 2003. Our significant revenue impacts are listed below and discussed in greater detail in our “Wireline Segment Results” section.

• Data revenues increased $834 in 2004 and $511 in 2003, primarily driven by continued growth in DSL.
• Long-distance voice revenues increased $736 in 2004 and $237 in 2003 primarily driven by increased “bundled” sales of combined long-distance and local calling fixed-fee offerings.

These increases in data and long-distance voice revenues were partially offset in 2004 and more than offset in 2003 by lower voice revenues resulting from the loss of retail access lines, as well as the uncertain U.S. economy (more evident in 2003 and early 2004) and increased competition.

Operating expenses   Our operating expenses increased $672, or 2.0%, in 2004 and decreased $169, or 0.5%, in 2003. Our significant 2004 increases are listed below and discussed in greater detail in our “Wireline Segment Results” section. The 2004 increases were partially offset by decreases in our combined net pension and postretirement cost (see further discussion below) and lower depreciation and amortization expenses.

• Costs associated with our growth initiatives, including increased equipment sales and services to upgrade and integrate large-business customer network components (network integration services), increased operating expenses approximately $603.
• In May 2004, after a brief strike, we agreed to a new five-year contract with the Communications Workers of America (CWA). Net impacts from strike preparation and labor settlements increased operating expenses approximately $263.
• A fourth-quarter amendment to our management pension plan resulted in a noncash charge which increased operating expenses approximately $90.
• Costs associated with traffic compensation (fees paid for access to another carrier’s network), primarily due to higher call volumes generated by growth in our long-distance business, increased operating expenses approximately $122.

Operating expenses decreased in 2003 due to the following factors:

• Costs were reduced primarily due to the decline in our workforce (down more than 7,000 employees from 2002).
• 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.
• The impact of the adoption of FAS 143 decreased our operating expenses approximately $280 (see Note 1).
• Our stock option expense decreased approximately $207 (see Note 12) primarily due to a decrease in options granted during 2003.

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

Combined Net Pension and Postretirement Cost (Benefit) Operating expenses include our combined net pension and postretirement cost (benefit) of $1,287, $1,835 and $(82) in 2004, 2003 and 2002. A decrease in our combined net pension and postretirement cost, as happened in 2004, causes our operating expenses to decrease.

Our combined net pension and postretirement expense decreased in 2004 by approximately $548 primarily because of changes affecting nonmanagement retirees, which decreased expense approximately $440; better-than-expected asset returns in 2003, which decreased expense $322; and our accounting for the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act), which decreased expense $255. Partially offsetting these expense decreases were the following three factors. First, higher-than-expected medical and prescription drug claims increased expense approximately $156. Second, the reduction of the discount rates used to calculate service and interest cost from 6.75% to 6.25%, in response to lower corporate bond interest rates, increased expense approximately $141. Third, our medical cost trend rate increased, which increased expense approximately $83. The trend rate increased because we decided to extend our 2003 medical cost rates into 2004 due to rising claim costs, while maintaining our assumption that the rate will trend to a final expected annual increase of 5.0% in 2009 for all retirees. See Note 10 for further detail of our actuarial estimates of pension and postretirement benefit expense and actuarial assumptions.

In the second quarter of 2004, we entered into new five-year labor agreements with the CWA and the International Brotherhood of Electrical Workers (IBEW). The labor agreements cover approximately 110,000 employees and replaced three-year agreements that expired during the year. The labor agreements provided for changes to active nonmanagement employees’ medical coverage.

As discussed in Note 10, during 2004, the majority of nonmanagement retirees were informed of medical coverage changes that affected cost sharing, which became effective January 1, 2005. These changes reduced our postemployment cost approximately $440 in 2004.

Retirement Offers Operating expenses also include expenses for enhanced pension and postretirement benefits of approximately $25, $44 and $486 in 2004, 2003 and 2002 in connection with voluntary enhanced retirement programs offered to certain management and nonmanagement employees as part of workforce reduction programs.

The Internal Revenue Service (IRS) sets, and can adjust quarterly, the interest rate applicable for calculations of lump sum payments from pension plans. An increase in the interest rate has a negative impact on the lump sum pension calculation for some of our employees. During certain quarters of 2004 and 2003, we chose to extend the pension plan lump sum benefit payout rate for a specified period of time, allowing our employees to receive a higher payout of their pension benefits. The extension of the lump sum benefit payout rate was accounted for as a special termination benefit and also increased our pension benefit expense approximately $7 in 2004 and $28 in 2003.

Pension Settlement Gains/Losses Under 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, 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 in 2002. Due to U.S. securities market conditions, our plans experienced investment losses during 2002 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. We did not recognize any material settlement gains or losses in 2004 or 2003.

Interest expense decreased $219, or 17.6%, in 2004 and $140, or 10.1%, in 2003. The decrease in 2004 was primarily due to expenses recorded in 2003 that were associated with the early redemption of approximately $1,743 of our bonds. Interest expense also decreased due to the resulting lower debt levels we experienced during the first three quarters of 2004. We expect our future interest expense to increase as a result of our increased debt levels associated with Cingular Wireless’ acquisition of AT&T Wireless Services Inc. (AT&T Wireless). The 2003 decrease was primarily related to lower debt levels, which decreased approximately $4,102, including $1,743 of debt called prior to maturity.

Interest income decreased $111, or 18.4%, in 2004 and increased $42, or 7.5%, in 2003. The decrease in 2004 is primarily related to the early settlement in 2003 of our notes receivable associated with the 2002 sale of our investment in Bell Canada Holdings Inc. (Bell Canada) to BCE, Inc. (BCE). This settlement included approximately $37 of prepaid interest. Also contributing to the decrease in 2004 was our 2003 renegotiation of the interest rates, from 7.5% to 6.0%, charged on our advances to Cingular. The increase in 2003 was due to the prepaid interest described above combined with higher average investment balances in 2003 compared to 2002. These increases, in 2003, were partially offset by a decrease in interest rates charged to Cingular.

Equity in net income of affiliates decreased $380, or 30.3%, in 2004 and $668, or 34.8%, in 2003. The 2004 results included increased income from our international holdings of approximately $206, primarily related to TDC A/S’s (TDC) gain on the sale of its interest in Belgacom S.A. (Belgacom) (see Note 2), offset by a decline of $583 in our proportionate share of Cingular’s results.

The 2003 decrease was due to lower results from our international holdings of approximately $546, 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. Our proportionate share of Cingular’s results decreased approximately $146 in 2003.

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. Cingular’s operating results are discussed in detail in the “Cingular Segment Results” section and results from our international holdings are discussed in detail in “International Segment Results.” Our accounting for Cingular is described in more detail in Note 6.

Other income (expense) – net We had other income of $922 in 2004, $1,818 in 2003 and $733 in 2002. Results for 2004 primarily included a gain of approximately $832 on the sale of our investment in Belgacom, gains of $270 on the sale of shares of Amdocs Limited (Amdocs) and Yahoo! (Yahoo) and a gain of $57 on the sale of shares of Teléfonos de México, S.A. de C.V. (Telmex) and América Móvil S.A. de C.V. (América Móvil). These 2004 gains were partially offset by 2004 losses of approximately $138 on the sale of all of our shares of TDC, $82 on the sale of all of our shares of Telkom S.A. Limited (Telkom) and $21 on the sale of another investment.

Results for 2003 included 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 and BCE shares.

Results for 2002 primarily included gains of approximately $603 on the redemption of our investment in Bell Canada and gains of $191 on the sale of shares of Telmex, América Móvil and Amdocs. These gains were partially offset by a charge of approximately $75 related to the decrease in value of our investment in WilTel Communications (formerly Williams Communications Group Inc.) combined with a loss on the sale of our webhosting operations.

Income taxes decreased $671, or 23.5%, in 2004 and $53, or 1.8%, in 2003. The decrease in income tax in 2004 compared to 2003 was due primarily to lower income before income tax. Our effective tax rate in 2004 was 30.5% compared to 32.8% in 2003. This decrease in effective tax rate is primarily a result of the accrual related to the nontaxable Medicare Act reimbursement accruals, tax settlements and impacts from our foreign operations. The decrease in income tax expense in 2003 compared to 2002 was primarily due to lower income before income taxes partially offset by a lower effective tax rate in 2002. Our effective tax rate in 2002 was 28.3%. The higher effective tax rate in 2003 primarily relates to activity in 2002 that had a positive impact on our rate in that year such as lower state taxes, reductions due to one-time changes in the legal forms of various entities and increased realization of foreign tax credits.

Income from discontinued operations increased $796 in 2004 and was flat in 2003. Discontinued operations consist of the portion of our directory operations that was sold on September 1, 2004. The increase was due to the gain on the sale of these operations of $827, net of tax (see Note 17). Revenues from discontinued operations decreased $170, or 35.3%, in 2004. Expenses decreased $116, or 39.3%, in 2004. Operating results for 2004 include only eight months of activity prior to the sale, resulting in lower revenues and expenses than in 2003. In 2003, revenues and expenses were essentially flat compared to 2002.

Extraordinary item in 2003 consisted of 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 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 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. Each segment’s percentage of total segment operating revenue calculation is derived from our segment results table in Note 4 and reflects amounts before eliminations. 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 61% of our 2004 total segment operating revenues as compared to 65% in 2003 and 52% of our 2004 total segment income as compared to 47% in 2003. 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 and satellite television services through our agreement with EchoStar Communications Corp. (EchoStar).

The Cingular segment accounted for approximately 32% of our 2004 total segment operating revenues as compared to 28% in 2003 and 2% of our 2004 total segment income as compared to 12% in 2003. This segment reflects 100% of the results reported by Cingular, our wireless joint venture with BellSouth Corporation (BellSouth), excluding the effects of Cingular’s February 2005 announcement (see “Cingular Segment Results”). Cingular offers both wireless voice and data communications services across most of the United States, providing cellular and PCS services. On October 26, 2004, Cingular acquired AT&T Wireless for approximately $41,000 in cash. The decline in segment income was primarily attributable to incremental operating expenses and costs associated with Cingular’s acquisition of AT&T Wireless. 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.

The directory segment accounted for approximately 6% of our 2004 total segment operating revenues as compared to 7% in 2003 and 30% of our 2004 total segment income as compared to 25% in 2003. This segment includes all directory operations, including Yellow and White Pages advertising and electronic publishing. Results for this segment are shown under the amortization method which means that revenues and direct expenses are recognized ratably over the life of the directory title, typically 12 months. Results for all periods presented in this segment have been restated to reflect the sale of our interest in the directory advertising business in Illinois and northwest Indiana to R.H. Donnelley Corporation (Donnelley). In November 2004, a subsidiary in our directory segment entered into a joint venture agreement with BellSouth and acquired the internet directory provider YellowPages.com (YPC) (see Note 2).

All investments with primarily international operations are included in the international segment, which accounted for less than 1% of our 2004 and 2003 total segment operating revenues and 12% of our 2004 total segment income as compared to 7% in 2003. Most of our international investments are accounted for under the equity method and therefore their results are reflected in segment income but not in segment revenue or expense. During 2004, we sold our entire interests in TDC, Belgacom and Telkom.

The other segment includes results from paging services, 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
							2004 vs.			2003 vs.
	2004		2003		2002		2003			2002
Segment operating revenues
Voice	$	20,796	$	21,986	$	24,636		(5	.4)%		(10	.8)%
Data		10,984		10,150		9,639		8	.2		5	.3
Long-distance voice		3,297		2,561		2,324		28	.7		10	.2
Other		1,810		1,843		1,960		(1	.8)		(6	.0)
Total Segment Operating Revenues		36,887		36,540		38,559		0	.9		(5	.2)
Segment operating expenses
Cost of sales		16,603		15,941		15,703		4	.2		1	.5
Selling, general and administrative		9,206		8,794		8,445		4	.7		4	.1
Depreciation and amortization		7,454		7,763		8,442		(4	.0)		(8	.0)
Total Segment Operating Expenses		33,263		32,498		32,590		2	.4		(0	.3)
Segment Income	$	3,624	$	4,042	$	5,969		(10	.3)%		(32	.3)%

Our wireline segment operating income margin was 9.8% in 2004, compared to 11.1% in 2003 and 15.5% in 2002. The continued decline in our wireline segment operating income margin in 2004 was due primarily to the continued loss of voice revenue from the decline in total access lines (as shown in the following table) from 2003 to 2004 of 2,327,000, or 4.3%. This revenue decline was caused by an increase in customers disconnecting additional lines and using alternative technologies, such as wireless and cable instead of phone lines for voice and data; our bundling strategy and other pricing responses to competitors’ offerings; and lower demand for services due to the uncertain U.S. economy (primarily in 2003 and the first half of 2004). Revenue also has declined over the past several years as our retail customers have disconnected their lines in order to obtain service from competitors who lease our lower-margin UNE-P lines. While UNE-P lines declined by 167,000 from 2003 levels (see table below), they were 1,534,000, or 30.9%, higher than at the end of 2002. The impact of the UNE-P rules on our operating income margin is discussed below. (The UNE-P rules are discussed in “Consolidated Results” and in “Operating Environment and Trends of the Business.”) Our operating income margin was also pressured on the cost side due to our growth initiatives in long-distance, DSL and the large-business market.

Following is a summary of our switched access lines at December 31, 2004, 2003 and 2002:

Switched Access Lines

								Increase (Decrease)
							2004 vs.			2003 vs.
(In 000s)	2004		2003		2002		2003			2002
Retail Consumer
Primary		23,206		23,948		25,636		(742	)		(1,688	)
Additional		4,322		4,894		5,723		(572	)		(829	)
Retail Consumer Subtotal		27,528		28,842		31,359		(1,314	)		(2,517	)
Retail Business		17,552		18,264		19,450		(712	)		(1,186	)
Retail Subtotal		45,080		47,106		50,809		(2,026	)		(3,703	)
Percent of total switched access lines		86.1%		86.1%		89.0%
UNE-P		6,497		6,664		4,963		(167	)		1,701
Resale		349		445		801		(96	)		(356	)
Wholesale Subtotal		6,846		7,109		5,764		(263	)		1,345
Percent of total switched access lines		13.1%		13.0%		10.1%
Payphone (Retail and Wholesale)		430		468		510		(38	)		(42	)
Percent of total switched access lines		0.8%		0.9%		0.9%
Total Switched Access Lines		52,356		54,683		57,083		(2,327	)		(2,400	)
DSL Lines in Service		5,104		3,515		2,199		1,589			1,316

Total switched access lines in service at December 31, 2004 were 52,356,000, a decline of 2,327,000, or 4.3%, from December 31, 2003 levels. Of this total, retail access lines of 45,080,000 represent 86.1% of total access lines. During 2004, wholesale lines (which include UNE-P and resale) decreased by 263,000 to 6,846,000. Wholesale lines represent 13.1% of total access lines at December 31, 2004. The decline in total access lines reflects many factors, including the disconnection of additional lines as our existing customers purchase our DSL broadband services and for other reasons; the continued growth in alternative communications technologies, such as wireless, cable and other internet-based systems; and continuing slow demand from U.S. businesses. While we lose some revenue when a wireline customer shifts from one of our retail lines to a competitor that relies on the UNE-P rules to offer service (i.e., one of our wholesale customers), we lose all customer revenue when a retail wireline customer shifts to an alternative technology such as cable, wireless or the Internet using VoIP. Increasing use of alternative technologies and the continuing existence of the UNE-P rules will continue to pressure our wireline segment’s operating margins. For recent developments affecting the UNE-P rules see “December 2004 FCC Unbundling Rules.”

Total switched access lines in service at December 31, 2003 were 54,683,000, a decline of 2,400,000, or 4.2%, from December 31, 2002 levels. Of this total, retail access lines of 47,106,000 represent 86.1% of total access lines, while at December 31, 2002, retail access lines accounted for 89.0% of total access lines. During this same period, wholesale lines increased by 1,345,000, or 23.3%, to 7,109,000. Wholesale lines represent 13.0% of total access lines at December 31, 2003, compared to 10.1% of total lines a year earlier.

While retail access lines continued to decline, the trend slowed in our West, Midwest and Southwest regions reflecting our ability to offer retail interLATA (traditional long-distance) service and the introduction of bundled offerings in those regions (see “Long-distance voice” below). Our West region includes the California and Nevada markets. Our Midwest region includes the Michigan, Illinois, Indiana, Ohio and Wisconsin markets. Our Southwest region includes the Arkansas, Kansas, Missouri, Oklahoma and Texas markets. In late 2003, we began offering retail interLATA service in our Midwest region (see our “Operating Environment and Trends of the Business” section). Retail access lines for the Midwest region have decreased 4.4% since December 31, 2003, compared with declines of 4.7% in the Southwest region and 3.7% in the West region, for the same period. See further discussion of the details of our wireline segment revenue and expense fluctuations below.

Voice revenues decreased $1,190, or 5.4%, in 2004 and $2,650, or 10.8%, in 2003 primarily due to the loss of retail access lines. The decline in retail lines primarily reflects increased competition, including customers using wireless technology and cable instead of phone lines for voice and data; the disconnection of additional lines for DSL service and other reasons; and the uncertain economy. The access line declines decreased revenues approximately $841 in 2004 and $1,416 in 2003. Pricing responses to competitors’ offerings and regulatory changes reduced revenues approximately $390 in 2004 and $398 in 2003. A decline in demand for calling features (e.g., Caller ID and voice mail) due in part to the access line declines and an uncertain economy decreased revenues approximately $180 in 2004 and $329 in 2003.

Continued declines in demand for voice equipment located on customer premises decreased revenues approximately $87 in 2004 and $59 in 2003. Revenue from “local plus” plans (expanded local calling area) declined approximately $76 in 2004 and $92 in 2003, as more customers chose broader long-distance and other bundled offerings. Reduced demand for inside wire service agreements decreased revenues approximately $61 in 2004 and $138 in 2003. Lower demand for retail payphone services decreased revenues approximately $57 in 2004 and $99 in 2003. We expect payphone access lines and revenue to continue to decline in future periods.

Partially offsetting these revenue declines, wholesale services (primarily UNE-P lines provided to competitors) increased revenues approximately $94 in 2004 and $478 in 2003. The 2004 increase reflects UNE rate increases approved by various state utilities commissions while the 2003 increase reflects growth in UNE-P lines during 2003. Net settlements and billing adjustments with our wholesale customers increased revenues approximately $204 in 2004 and decreased revenue $297 in 2003. Revenue also increased by $37 in 2004 due to the reduction of an accrual related to Federal Communications Commission (FCC) proceedings on the inclusion of other postretirement benefit costs in previous tariff filings. Revenue increased by $71 in 2004 related to a September 2004 ruling by the California Public Utility Commission (CPUC) that retroactively increased UNE-P rates we could charge in California. In 2003, revenue decreased approximately $210 due to an earlier California regulatory order that reduced UNE-P pricing.

Data revenues increased $834, or 8.2%, in 2004 and $511, or 5.3%, in 2003. These increases were primarily due to continued growth in DSL, our broadband internet-access service, which increased data revenues approximately $538 in 2004 and $484 in 2003. The number of DSL lines in service grew to approximately 5.1 million in 2004 as compared to 3.5 million at the end of 2003 and 2.2 million at the end of 2002. Revenues from large-business customers (as well as DSL) typically consist of revenue from the initial installation of equipment followed by services provided over multiple years.

Additionally in 2004, revenue from data equipment sales and network integration services increased approximately $402, reflecting our expansion into the large-business market.

Partially offsetting the 2004 increases, revenue from our high-capacity transport services decreased approximately $81 in 2004. Our high-capacity transport services, which include DS1s and DS3s (types of dedicated high-capacity lines), and SONET (a dedicated high-speed solution for multisite businesses), represented about 61% of total data revenues in 2004. Included in the 2004 decrease in high-capacity transport revenues was the impact of a one-time MCI, Inc. (MCI) (formerly known as WorldCom) 2003 settlement of approximately $45 which affected year-over-year comparisons. Also included in our high-capacity results was the impact of the continued implementation of the 2000 federal Coalition for Affordable Local and Long Distance Services (CALLS) order which decreased revenue approximately $44 in 2004. Our 2004 high-capacity results also reflected a revenue decrease of $21 related to the September 2004 California order described above which retroactively lowered UNE-P rates for data services.

In 2003, revenue from our high-capacity transport services decreased approximately $16 and represented about 66% of our total data revenues. Included in our 2003 high-capacity transport results was the impact of the one-time MCI settlement mentioned above which increased 2003 high-capacity revenues approximately $45. This increase was partially offset by approximately $26 related to a prior-year WorldCom settlement which increased 2002 revenue. Also included in our high-capacity results was the impact of the continued implementation of the 2000 federal CALLS order which decreased revenue approximately $82 in 2003.

Long-distance voice revenues increased $736, or 28.7%, in 2004 and $237, or 10.2%, in 2003. The 2004 increase was primarily driven by increased sales of combined long-distance and local calling fixed-fee offerings (referred to as “bundling”). Sales of our bundling offers continued to increase in our Midwest, West and Southwest regions with the most significant improvements in results occurring in our Midwest region, where we launched long-distance service in late September and October 2003.

Retail interLATA (traditional) long-distance revenues increased approximately $825 in 2004, reflecting our ability to offer nationwide long-distance services. In addition to our previous entries into the long-distance markets in our Southwest region and Connecticut, we entered the long-distance markets in our West region in late December 2002 and April 2003 and our Midwest region in late September and October of 2003. Also contributing to the increase was continued growth in our international calling bundles and our business long-distance service. Our retail international long-distance revenue increased approximately $135 due to higher call volumes that originate or terminate internationally. In addition, revenue from our toll-free and calling card services increased approximately $64 during 2004.

Partially offsetting these increases was a decline of approximately $317 in retail intraLATA long-distance (local toll) revenues. The decrease in intraLATA revenues was due to a decline in minutes of use, price decreases caused by increased competition and our fixed-fee bundling offerings, and access line losses. Market-driven price reductions decreased intraLATA revenues approximately $91. IntraLATA revenues declined approximately $51 due to access line losses. The decline in minutes of use mainly related to the increased sales of our fixed-fee bundles, which do not separately bill minutes of use. If the growth rate in these fixed-fee bundles were to decline as our interLATA long-distance markets continue to mature, we would expect these declining intraLATA revenue trends to also diminish.

The 2003 increase was primarily driven by increased sales of combined long-distance and local calling fixed-fee offerings in our West, Southwest and Midwest regions due to our entry into these regions mentioned above. Retail interLATA long-distance (traditional long-distance) revenues increased approximately $385 reflecting our ability to offer nationwide long-distance services. 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 2003 increases was a decline of approximately $286 in retail intraLATA long-distance revenues. The decrease in intraLATA revenues is due to a decline in minutes of use, access line losses and price decreases caused by increased competition and our fixed-fee bundling packages. The 2003 intraLATA revenue decline was primarily due to decreases in billed intraLATA minutes of use. IntraLATA revenues declined approximately $106 due to access line losses. Market-driven price reductions decreased intraLATA revenues approximately $53.

Other operating revenues decreased $33, or 1.8%, in 2004 and $117, or 6.0%, in 2003. Revenue from directory and operator assistance, billing and collection services provided to other carriers and other miscellaneous products and services decreased approximately $97 in 2004 and $119 in 2003. Various one-time billing adjustments also decreased revenues approximately $71 in 2004 and $75 in 2003. Commissions revenue received from Cingular related to Cingular customers added through SBC sales sources decreased approximately $27 in 2004 after increasing $57 in 2003 reflecting more stringent credit policies put in place in 2004. Partially offsetting these revenue decreases, our co-branded SBC | DISH Network satellite TV service and other pricing changes increased revenue approximately $94 and $20, respectively in 2004. Price increases, primarily in directory assistance, increased revenues approximately $48 in 2004 and $38 in 2003.

Cost of sales expenses increased $662, or 4.2%, in 2004 and $238, or 1.5%, in 2003. 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 repair services, certain network planning and engineering expenses, 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.

Costs associated with equipment sales and related network integration services, our SBC | DISH Network satellite TV service and DSL modems increased approximately $603 in 2004 and $77 in 2003, reflecting our emphasis on our growth initiatives in the large-business market, DSL and video. Costs associated with equipment for large-business customers (as well as DSL and video) typically are greater than costs associated with services that are provided over multiple years. Our 2004 costs accordingly reflect our initial expansion into the large-business market during 2004. We expect continued increases in expenses related to our SBC | DISH Network satellite TV service and large-business initiatives.

Salary and wage merit increases and other bonus accrual adjustments increased expense approximately $356 in 2004 and $508 in 2003. As a result of our labor contract settlements, the accrual and partial payment of a retiree bonus increased expenses approximately $154 in 2004. Traffic compensation expense (for access to another carrier’s network) increased approximately $122 in 2004 as our long-distance service generated higher traffic (telephone call) expenses of $522 which was partially offset by a decrease of $400 due to lower rates we paid on local traffic terminating on competitor networks and to wireless customers. In 2003, traffic compensation expense increased approximately $36 as the higher traffic expense generated from our long-distance service of $248 was partially offset by a decrease of $212 due to lower rates we paid on local traffic terminating on competitor networks and to wireless customers. Expenses increased approximately $54 in 2004 due to higher severance accruals, after decreasing $221 in 2003. In 2003, our combined net pension and postretirement cost (which include certain employee-related benefits) increased approximately $824 due to net investment losses and pension settlement gains recognized in previous years, which reduced the amount of unrealized gains recognized in 2003. Also contributing to the increased net pension and postretirement costs was a lower assumed long-term rate of return on plan assets, a reduction in the discount rate used to calculate service and interest costs, higher-than-expected medical and prescription drug claims and an increase in our medical cost trend rates (see Note 10).

Partially offsetting the increases, our combined net pension and postretirement cost decreased approximately $306 in 2004 reflecting changes in nonmanagement retirees’ medical coverage and our accounting for the Medicare Act. See our “Consolidated Results” section for further discussion of combined net pension and postretirement cost. Lower employee levels decreased expenses, primarily salary and wages, approximately $208 in 2004 and $312 in 2003. Nonemployee-related expenses such as contract services, agent commissions and materials and supplies costs decreased approximately $148 in 2004 and $545 in 2003. Other employee-related expenses including travel, training and conferences were essentially flat in 2004 and decreased approximately $34 in 2003.

Selling, general and administrative expenses increased $412, or 4.7%, in 2004 and $349, or 4.1%, in 2003. 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; centerally 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.

Nonemployee-related expenses such as contract services, agent commissions and materials and supplies costs increased approximately $188 in 2004 and decreased $120 in 2003. Salary and wage merit increases and other bonus accrual adjustments increased expenses approximately $127 in 2004 and $470 in 2003. Expenses increased approximately $111 in 2004 due to higher severance accruals, after decreasing $148 in 2003. As a result of our labor contract settlements, the accrual and partial payment of a retiree bonus increased expenses approximately $79 in 2004. Other employee-related expenses including travel, training and conferences increased approximately $29 in 2004 and decreased $23 in 2003. In 2003, our combined net pension and postretirement cost (which include certain employee-related benefits) increased approximately $404 due to net investment losses and pension settlement gains recognized in previous years, which reduced the amount of unrealized gains recognized in 2003. Also contributing to the increased net pension and postretirement costs was a lower assumed long-term rate of return on plan assets, a reduction in the discount rate used to calculate service and interest costs, higher-than-expected medical and prescription drug claims and an increase in our medical cost trend rates (see Note 10).

Partially offsetting the increases, our combined net pension and postretirement cost decreased approximately $22 in 2004 reflecting changes in nonmanagement retirees’ medical coverage and our accounting for the Medicare Act. See our “Consolidated Results” section for further discussion of combined net pension and postretirement cost.

Our provision for uncollectible accounts decreased approximately $21 in 2004 and $479 in 2003 as we experienced fewer losses from our retail customers and a decrease in bankruptcy filings by our wholesale customers. Contributing to the 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.

Advertising expense decreased approximately $43 in 2004 and increased $368 in 2003. The advertising increase in 2003 was primarily driven by our launch of long-distance service in new markets and bundling initiatives, which declined slightly in 2004. Additionally, lower employee levels decreased expenses, primarily salary and wages, approximately $36 in 2004 and $121 in 2003.

Depreciation and amortization expenses decreased $309, or 4.0%, in 2004 and $679, or 8.0%, in 2003. Lower expense in 2004 was due primarily to lower capital expenditures over the last three years. The change in our depreciation rates when we adopted FAS 143 (see Note 1) decreased expenses approximately $340 in 2003. Reduced capital expenditures accounted for the remainder of the decrease in 2003.

Cingular
Segment Results

											Percent Change
										2004 vs.			2003 vs.
	2004			2003			2002			2003			2002
Segment operating revenues
Service	$	17,473		$	14,223		$	13,922			22	.9%		2	.2%
Equipment		1,963			1,260			981			55	.8		28	.4
Total Segment Operating Revenues		19,436			15,483			14,903			25	.5		3	.9
Segment operating expenses
Cost of services and equipment sales		7,487			5,683			5,106			31	.7		11	.3
Selling, general and administrative		7,347			5,422			5,426			35	.5		(0	.1)
Depreciation and amortization		3,079			2,089			1,850			47	.4		12	.9
Total Segment Operating Expenses		17,913			13,194			12,382			35	.8		6	.6
Segment Operating Income		1,523			2,289			2,521			(33	.5)		(9	.2)
Interest Expense		900			856			911			5	.1		(6	.0)
Equity in Net Income (Loss) of Affiliates		(390	)		(323	)		(265	)		(20	.7)		(21	.9)
Other, net		(70	)		(60	)		(94	)		(16	.7)		36	.2
Segment Income	$	163		$	1,050		$	1,251			(84	.5)%		(16	.1)%

Accounting for Cingular
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 BellSouth in the joint venture. We have equal voting rights and representation on the board of directors that controls Cingular. This means that our consolidated 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 using information provided by Cingular during the year. In February 2005, we announced we were recording a charge against fourth-quarter 2004 results to reflect the correction of an error relating to the lease accounting practices of Cingular. Cingular restated previous financial results. Our prior-years’ financial results were not restated due to the immateriality of this adjustment to the results of operations, cash flows and financial position for the current year or any individual or prior period. As a result of the charge, we reduced our fourth-quarter 2004 equity in net income of affiliates by approximately $105. This charge does not affect Cingular’s cash flows and is primarily related to the timing of recording rental expense, which would balance out over the life of the affected operating leases. Because this was a noncash charge which had an immaterial impact on reported segment results for the periods presented and since the information used for analysis did not include this adjustment, in the segment table above, we present 100% of Cingular’s revenues and expenses excluding this adjustment under “Segment operating revenues” and “Segment operating 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 net income.

Acquisition of AT&T Wireless
On October 26, 2004, Cingular acquired AT&T Wireless for approximately $41,000 in cash. In connection with the acquisition, we entered into an investment agreement with BellSouth and Cingular. Under the investment agreement, we and BellSouth funded, by means of an equity contribution to Cingular, a significant portion of the acquisition’s purchase price. Based on our 60% equity ownership of Cingular, and after taking into account cash on hand at AT&T Wireless, we provided additional equity of approximately $21,600 to fund the consideration. In exchange for this equity contribution, Cingular issued to us and BellSouth new membership interests in Cingular. Equity ownership and management control of Cingular remains unchanged after the acquisition. See “Liquidity and Capital Resources” and Note 16 for more details.

With the acquisition, Cingular now serves over 49 million customers and is the largest provider of mobile wireless voice and data communications services in the United States, based on the number of wireless customers. In December 2004, Cingular closed its previously announced agreement with Triton PCS (Triton), whereby Cingular received wireless properties and spectrum in Virginia (including one of the top 50 metropolitan areas) from Triton and in exchange Triton received AT&T Wireless’ spectrum and properties in North Carolina and Puerto Rico and $176 in cash. Upon completion of the AT&T Wireless and Triton transactions, Cingular has license coverage serving an aggregate population of potential customers, referred to as “POPs”, of approximately 290 million, including all of the 100 largest metropolitan areas. As required by the FCC and the United States Department of Justice, Cingular will divest assets, including wireless services and spectrum licenses, in parts of 11 states. These divestitures, when made, will not materially affect Cingular’s financial results or business, including Cingular’s ability to provide services in the top 100 metropolitan areas.

Cingular’s Operating Results
Our Cingular segment operating income margin was 7.8% in 2004, 14.8% in 2003, and 16.9% in 2002. The lower 2004 margin was caused by increased expenses that were only partially offset by increased revenues. The primary driver for 2004 increases in almost every component of Cingular’s total operating revenues and operating expenses was the acquisition of AT&T Wireless in late October 2004 and inclusion of AT&T Wireless operating results since the acquisition. At December 31, 2004, Cingular served more than 49 million wireless customers as compared to approximately 24 million at December 31, 2003 and 22 million at December 31, 2002.

Cingular’s operating expenses increased $4,719, or 35.8%, in 2004 primarily due to incremental expenses from AT&T Wireless; merger and integration costs of $288 related to the acquisition of AT&T Wireless; acquisition costs associated with significantly higher customer additions; and extensive customer retention and customer service initiatives. Network operating costs also increased due to growth in customer usage and incremental costs related to Cingular’s Global System for Mobile Communication (GSM) network upgrade completion and redundant expenses related to concurrently operating its Time Division Multiple Access (TDMA) and GSM networks. Equipment costs increased at a higher rate than equipment revenues due to Cingular’s sales of handsets below cost, through direct sales sources, to customers who committed to one-year or two-year contracts or in connection with other promotions. Handset equipment costs increased $843 in 2004. Costs slightly decreased in other areas, including prior and ongoing system and process consolidations and roaming costs. Operating expenses also included a $31 charge related to a decrease in the fair value of Cingular Interactive’s Mobitex business.

Only partially offsetting these expense increases was revenue growth, including incremental revenues from the acquisition of AT&T Wireless. Average revenue per customer declined in 2004 compared to 2003 due to 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). An increase in customers on rollover plans tends to lower average monthly revenue since unused minutes (and associated revenue) are deferred until subsequent months, up to one year.

The lower 2003 margin as compared to 2002 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. 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. See further discussion of the details of our Cingular segment revenues and expenses below.

Service revenues increased $3,250, or 22.9%, in 2004 and $301, or 2.2%, in 2003. Cingular’s service revenues are comprised of local voice and data services, roaming, long-distance and other revenue. Cingular’s local voice revenues increased approximately $2,706 in 2004 due to the acquisition of AT&T Wireless, the increase in Cingular’s wireless customer base of more than 25 million (which increased Cingular’s average number of wireless customers by 28.3%) and greater local minutes of use. The remaining increase in local voice revenues primarily resulted from increases in USF and regulatory compliance fees and lower rollover plan revenue deferrals. Data service revenues increased $438 in 2004, primarily in text messaging services. Data service revenues represented approximately 4.6% of Cingular’s total revenues for 2004. AT&T Wireless incremental revenues accounted for approximately 43.8% of the data service revenue increase. Roaming revenues from other wireless carriers for use of Cingular’s and AT&T Wireless’ network was flat in 2004. Roaming revenues from Cingular customers was essentially flat and is expected to decline due to customers continuing to migrate to all-inclusive regional and national rate plans that include roaming and long-distance. The remaining service revenue increases were mainly due to long-distance and other incremental revenue from AT&T Wireless.

For 2003, Cingular’s local voice revenues increased approximately $319 due to higher customer net additions and greater local minutes of use. Data services also increased $168, primarily in text messaging services. 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).

Equipment revenues increased $703, or 55.8%, in 2004 and $279, or 28.4%, in 2003. For 2004, equipment sales were driven by increased handset revenues primarily as a result of significantly higher gross customer additions and increases in existing customers upgrading their units. Upgrade unit sales reflect an increase in GSM upgrades and Cingular’s efforts to increase the number of customers under contract.

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. In addition, 2003 equipment revenues also increased $35 due to the July 2003 adoption of EITF 00-21 mentioned previously (see Note 1).

Cost of services and equipment sales expenses increased $1,804, or 31.7%, in 2004 and $577, or 11.3%, in 2003. More than half of the 2004 increase in cost of services was due to incremental costs related to the acquired AT&T Wireless network. Cost of services increased due to increases in network usage with a 54.2% increase in minutes of use for 2004. Local network costs also increased due to system expansion and increased costs of redundant TDMA networks during the current GSM/General Packet Radio Services (GPRS)/Enhanced Data Rates for GSM Evolution (EDGE) network overlays and included the $31 charge related to Cingular’s Mobitex business, mentioned previously.

Equipment sales expense increased $843 in 2004 primarily due to higher handset unit sales associated with the significant increase in customer additions and existing customers upgrading their units. AT&T Wireless customer additions contributed to more than 50% of the equipment costs increase. Equipment costs increased at a higher rate than equipment revenues due to Cingular’s sales of handsets below cost, through direct sales sources, to customers who committed to one-year or two-year contracts or in connection with other promotions.

The 2003 increase in cost of services and equipment sales expense 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 as mentioned previously. 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 GSM system upgrade in 2003.

Selling, general and administrative expenses increased $1,925, or 35.5%, in 2004 and decreased $4, or 0.1%, in 2003. Cingular’s 2004 expenses increased primarily due to incremental expenses associated with the acquisition of AT&T Wireless. These incremental expenses included $277 of merger integration and planning expenses, which were primarily related to re-branding and advertising of the Cingular and AT&T Wireless combination, and project management and information technology costs to support customer service, sales and billing systems integrations. Sales expense increased $232 primarily due to the higher customer additions and significant incremental costs related to acquiring AT&T Wireless. General and administrative expenses increased primarily due to incremental expenses from AT&T Wireless and merger integration costs.

Cost also increased due to the significantly higher customer gross additions and other customer service and support initiatives. Commissions expense increased approximately $289 in 2004 due to the impact of higher gross customer additions and customer upgrades. AT&T Wireless customer additions and upgrades contributed to more than 50% of the commissions expense increase. General and administrative expenses also increased due to a higher number of employees and employee-related expenses related to customer retention and customer service improvement initiatives and increases in bad debt expense.

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 reflected 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 included 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 reflected the nearly 14% increase in total postpaid and prepaid gross customer additions compared with 2002.

Depreciation and amortization expenses increased $990, or 47.4%, in 2004 and $239, or 12.9%, in 2003. The 2004 increase included depreciation and amortization expenses of $740 related to the acquisition of AT&T Wireless, comprised of increased depreciation expense of $325 and increased amortization expense of $415 primarily related to the purchase price valuation of AT&T Wireless customer contracts acquired. Excluding this impact, Cingular’s depreciation and amortization expense increased approximately $250 primarily related to on-going capital spending for network upgrades, including the GSM/GPRS/EDGE network overlays, and increased depreciation on certain network assets which resulted from Cingular’s further review and decision in 2004 to shorten the estimated remaining useful life of TDMA assets based on Cingular’s projected transition of network traffic to GSM technology. These TDMA assets will be fully depreciated by the end of 2007. Included in the $250 expense increase was a $46 decline in amortization expense due to certain intangibles being fully amortized during 2004.

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, mentioned previously.

Other Cingular Transactions
In December 2004, Cingular entered into a definitive agreement to sell their indirect interest in IDEA Cellular Ltd. (IDEA), a cellular telecommunications company in India, to a joint venture between STT Communications Ltd. and TM International Sdn, a wholly owned subsidiary of Telekom Malaysia Berhd. Cingular will receive approximately $210, which represents 9.1 billion rupees converted to U.S. dollars at December 31, 2004. The transaction is subject to approval by several regulatory agencies in India as well as the lenders of IDEA.

In November 2004, Cingular entered into a definitive agreement with Alltel Corporation to sell certain former AT&T Wireless assets and properties (which included licenses, network assets and subscribers) that Cingular currently operates in several markets, the largest of which is Oklahoma City, Oklahoma. Cingular also agreed to sell 20 MHz of spectrum and the network assets formerly held by AT&T Wireless in Wichita, Kansas.

In October 2004, Cingular sold Cingular Interactive, L.P. (Cingular Interactive) to affiliates of Cerberus Capital Management, L.P. (Cerberus). The sale included Cingular Interactive’s Mobitex network, customer service operations, information technology systems and the transfer of most of Cingular Interactive’s customers. Cingular will continue offering Mobitex data products as a reseller of Cerberus services. In connection with this transaction, Cingular evaluated the recoverability of its Cingular Interactive long-lived asset carrying values, including property, plant and equipment and FCC licenses, and recorded a charge of approximately $31 reflecting a decline in the assets’ fair value.

In May 2004, Cingular announced it would end its network infrastructure joint venture with T-Mobile USA (T-Mobile) in New York City, California and Nevada. Upon the dissolution of the joint venture, Cingular will sell its California/Nevada network and certain California/Nevada spectrum to T-Mobile for approximately $2,300 in cash, net of dissolution payments, and retain the right to utilize the California/Nevada and New York City networks during a four-year transition period. In connection with the dissolution of the venture, Cingular and T-Mobile will exchange spectrum at a future date. As agreed to as part of the original joint venture agreement, Cingular will receive 10 MHz of spectrum in New York City and T-Mobile will receive 5 MHz of spectrum in nine basic trading areas (BTAs) in California and Nevada, the largest of which is San Diego. Cingular also agreed to sell 10 MHz of spectrum to T-Mobile in each of the San Francisco, Sacramento and Las Vegas BTAs for $180. T-Mobile will also have the option to purchase an additional 10 MHz of spectrum in the Los Angeles and San Diego BTAs from Cingular within two years, under certain circumstances. The first stage of these transactions closed on January 5, 2005. As required by GAAP, Cingular will not report its gains on these transactions until 2007 due to the continuing involvement by Cingular during the transition period and until the completion of the spectrum exchange.

In April 2004, Cingular completed the purchase of licenses for wireless spectrum issued by the FCC in 34 markets for $1,400 from NextWave Telecom, Inc.

Directory
Segment Results

								Percent Change
							2004 vs.			2003 vs.
	2004		2003		2002		2003			2002
Total Segment Operating Revenues	$	3,759	$	3,773	$	3,966		(0	.4)%		(4	.9)%
Segment operating expenses
Cost of sales		890		847		864		5	.1		(2	.0)
Selling, general and administrative		754		790		767		(4	.6)		3	.0
Depreciation and amortization		9		21		30		(57	.1)		(30	.0)
Total Segment Operating Expenses		1,653		1,658		1,661		(0	.3)		(0	.2)
Segment Income	$	2,106	$	2,115	$	2,305		(0	.4)%		(8	.2)%

In September 2004, we sold our interest in the directory advertising business in Illinois and northwest Indiana. Our directory segment results for all periods shown have been restated to exclude the results of those operations (see Note 17). In December 2004, our directory segment entered into a joint venture agreement with BellSouth and acquired the internet directory provider, YPC.

Our directory segment operating income margin was 56.0% in 2004, 56.1% in 2003 and 58.1% in 2002. The segment operating income margin in 2004 compared to 2003 was essentially unchanged as our revenues and expenses for both periods were relatively flat. The segment operating income margin in 2003 compared to 2002 decreased as a result of lower revenue. See further discussion of the details of our directory segment revenue and expense fluctuations below.

Operating revenues decreased $14, or 0.4%, in 2004 and $193, or 4.9%, in 2003. Revenues in 2004 decreased primarily in our local Yellow Pages advertising, which decreased $95 in 2004, as a result of competition from other publishers and other advertising media. The decrease in 2004 was partially offset by an increase of $30 in internet advertising revenue and an improvement of $27 in revenue adjustments related to customer complaints. The decrease in revenue in 2003 was related to a decrease of $172 in our local Yellow Pages advertising and $31 in our national Yellow Pages advertising. This decrease was partially offset by an increase in internet advertising of $21 and an improvement of $12 in revenue adjustments related to customer complaints.

Cost of sales increased $43, or 5.1%, in 2004 and decreased $17, or 2.0%, in 2003. In 2004, cost of sales increased due to higher costs for commissions of $20, publishing of $18 and distribution of $10 which were partially offset by a decrease in costs for paper and printing. Cost of sales decreased in 2003 as a result of lower costs for commissions, distribution and publishing.

Selling, general and administrative expenses decreased $36, or 4.6%, in 2004 and increased $23, or 3.0%, in 2003. Decreased expenses in 2004 were primarily due to lower uncollectible expense of $68 partially offset by increases in advertising expense of $25 and increased employee benefit-related costs of $14. The increase in expenses in 2003 was the result of higher costs of $62 for employee-related items such as salaries, pensions and other benefits, which were partially offset by a decrease in sales agency costs of $21 and a reduction in uncollectible expense of $10.

International
Segment Results

											Percent Change
										2004 vs.			2003 vs.
	2004			2003			2002			2003			2002
Total Segment Operating Revenues	$	22		$	30		$	35			(26	.7)%		(14	.3)%
Total Segment Operating Expenses		31			47			85			(34	.0)		(44	.7)
Segment Operating Income (Loss)		(9	)		(17	)		(50	)		47	.1		66	.0
Equity in Net Income of Affiliates		812			606			1,152			34	.0		(47	.4)
Segment Income	$	803		$	589		$	1,102			36	.3%		(46	.6)%

Our international segment consists primarily 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 Note 1 for a discussion of foreign currency translation. 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. We first summarize in a table the individual results for our significant equity holdings then discuss our annual results. See “Other income (expense) – net” and Note 2 for information on the sale of several investments during 2004.

Segment operating revenues decreased $8, or 26.7%, in 2004 and $5, or 14.3%, in 2003. Revenues declined primarily due to lower management-fee revenues.

Segment operating expenses decreased $16, or 34.0%, in 2004 and $38, or 44.7%, in 2003. The decreases were primarily due to lower corporate-allocated charges.

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

	2004		2003		2002
América Móvil	$	132	$	76	$	60
Belgacom 1		49		28		218
Bell Canada 1		-		-		53
Cegetel 1		-		-		88
TDC 1		328		182		481
Telkom South Africa 1		115		121		31
Telmex		180		196		219
Other		8		3		2
International Equity in Net
Income of Affiliates	$	812	$	606	$	1,152

¹  Investment sold

Equity in net income of affiliates increased $206, or 34.0%, in 2004 and decreased $546, or 47.4%, in 2003. The increase in 2004 was primarily due to a gain of approximately $235 from TDC, related to the sale of its interest in Belgacom. Equity income in 2004 also increased due to a settlement loss of $160 in 2003 on a transfer of pension liabilities which 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. 2004 equity in net income of affiliates also increased approximately: (1) $53 due to favorable operating results, primarily at América Móvil, (2) $46 due to prior-year restructuring charges at TDC, and (3) $65 due to favorable financing and exchange-rate impacts. These increases were partially offset by lower equity income of approximately $314 related to asset sales, including: (1) $131 from the sale of our and TDC’s investment in Belgacom, (2) $38 from the sale of our interest in Telkom and (3) $145 from the sale of our interest in TDC. The increases were also offset by combined charges of approximately $51 for 2004 restructuring charges at TDC and impairment of our goodwill associated with a TDC subsidiary.

The decrease in 2003 was primarily due to transactions at Belgacom, including a settlement loss on the transfer of pension liabilities in 2003 mentioned above, and gains on a sale by Belgacom and TDC which occurred in 2002 and affected year-over-year comparisons. 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 América Móvil 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.

Other
Segment Results

								Percent Change
							2004 vs.			2003 vs.
	2004		2003		2002		2003			2002
Total Segment Operating Revenues	$	244	$	263	$	389		(7	.2)%		(32	.4)%
Total Segment Operating Expenses		64		119		175		(46	.2)		(32	.0)
Segment Operating Income		180		144		214		25	.0		(32	.7)
Equity in Net Income of Affiliates		61		647		769		(90	.6)		(15	.9)
Segment Income	$	241	$	791	$	983		(69	.5)%		(19	.5)%

Our other segment results in 2004, 2003 and 2002 primarily consist of corporate and other operations.

Segment operating revenues decreased in 2004 compared to 2003 as a result of lower revenues from paging and capital leasing subsidiaries. 2003 revenues decreased as a result of lower operating revenue from a capital leasing subsidiary.

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

2005 Revenue Trends We expect our revenues to stabilize and result in low year-over-year growth. Our revenue expectations assume that we will experience improvement in our retail access line trends, partially offset by a decline in the number of wholesale lines we provide, based on favorable developments in the federal regulatory environment (see our “Regulatory Developments” section). Federal regulatory developments have also allowed us to expand services utilizing our broadband network (see “Project Lightspeed” discussed in our “Expected Growth Areas”). As a result, we assume that we will experience growth in DSL consistent with our 2004 results and additional opportunities in the national data markets (see “Expected Growth Areas”). We also assume continued long-distance subscriber growth, providing long-distance service to approximately 60% of our retail access lines by the end of 2005. During the fourth quarter of 2004, Cingular completed its acquisition of AT&T Wireless and is now the largest wireless service provider in the United States. While Cingular’s revenues are not included in our consolidated revenues, we expect the increased availability and competitiveness of its service offerings will enhance our bundling opportunities (see “Cingular” below). However, we also expect that increasing competition in the communications industry, including the continued growth of alternative technologies such as wireless, cable and VoIP and our response to competitors’ pricing strategies, will pressure revenue. Nevertheless, we expect continued success with our bundling strategy to offset such pressure by improving customer retention and slowing our access line losses.

2005 Expense Trends We expect our operating income margin to improve slightly over 2004, due primarily to expected improvement in our revenues and continued cost control measures. In particular, we expect net workforce reductions during 2005 of approximately 7,000 employees, primarily through attrition. Expenses related to growth initiatives, such as Project Lightspeed (see “Expected Growth Areas”), and an expected increase in pension and other postretirement benefits costs, discussed below, will apply some pressure to our operating income margin.

2005 Pension and Retiree Medical Cost Expense Trends We expect combined net pension and postretirement cost of between $1,400 and $1,550 in 2005, compared to our combined net pension and postretirement cost of $1,287 in 2004. Because of the continued high cost of our combined net pension and postretirement benefits, we have taken steps to implement additional cost controls (see Note 10). 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. In particular, uncertainty in the securities markets and U.S. economy could result in investment returns less than those assumed and a decline in the value of plan assets used in pension and postretirement calculations, which under GAAP we will recognize over the next several years. Should the securities markets decline and medical and prescription drug costs continue to increase significantly, we would expect increasing annual combined net pension and postretirement costs for the next several 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, we do not account for the cap in the value of our accumulated postretirement benefit obligation (i.e., for GAAP purposes, 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 $696, $884 and $606 in 2004, 2003 and 2002. (See Note 10)

Cingular
In October 2004, Cingular acquired AT&T Wireless. As of December 31, 2004, Cingular served over 49 million customers and is the largest provider of mobile wireless voice and data communications services in the United States, based on the number of wireless customers. Also as a result of the acquisition, 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 of approximately 290 million, or approximately 98% of the U.S. population, including all of the 100 largest U.S. metropolitan areas.

The addition of new licensed and facilities-covered spectrum as a result of the acquisition is expected to significantly enhance Cingular’s footprint and its ability to offer new services as well as improve customer satisfaction and retention by improving call clarity and reducing call interruptions. Cingular’s emphasis on retaining customers reflects industry trends that the wireless market is maturing and existing competitors must distinguish themselves through attractive service offerings and quality customer service in order to maintain operating margins.

From 2002 up to the acquisition, AT&T Wireless had reported operating revenues and average revenues per user higher than those of Cingular, but with significantly lower operating margins. For the nine months ended September 30, 2004, AT&T Wireless reported weak net customer additions, higher churn and decreases in service revenues and operating income, as compared with prior periods. Although AT&T Wireless’ average revenue per user historically had been higher than Cingular’s, it did decline versus the prior-year periods. As one of its post-acquisition priorities, Cingular expects to focus on reducing customer deactivations and increasing the level of customer service.

Cingular expects operations from the AT&T Wireless properties to remain weak for some time which may dilute Cingular’s performance results until it integrates AT&T Wireless’ assets and operations and successfully brings those operations under Cingular’s management. Cingular expects its costs for 2005 will increase significantly as it begins to integrate the operations of AT&T Wireless and that the integration of and accounting for the transaction will result in continuing higher costs for the next few years, principally due to noncash amortization expense associated with intangible assets. Cingular expects the most significant merger synergy cost savings to begin later in 2005 from the elimination of redundant facilities, advertising costs, staff, functions, capital expenditures and other resources.  Cingular expects these synergy savings to partially offset merger integration costs and higher amortization expense in the first two years and then contribute to higher operating margins beginning during 2007.

Pending Acquisition of AT&T
On January 30, 2005, we agreed to acquire AT&T Corp. (AT&T) using shares of SBC stock (see Note 19). The transaction has been approved by the Board of Directors of each company and also must be approved by the stockholders of AT&T. The transaction is subject to review by the Department of Justice and approval by the FCC and various other regulatory authorities. We expect that the acquisition of AT&T will create overall net synergies, primarily from reduced costs, with a present value of more than $15,000. We anticipate that nearly half the net synergies will come from the network operations and information technology areas, as facilities and operations are consolidated, and that the remaining cost synergies will come from combining business services organizations and eliminating duplicative corporate functions. We expect that 10 to 15 percent of net synergies will come from additional revenues. We expect that the acquisition will slow our revenue growth rate in the near term following the closing, but that the transaction will increase our earnings per share beginning in 2008.

Operating Environment Overview
In the Telecommunications Act of 1996 (Telecom Act), Congress established a pro-competitive, deregulatory national policy framework to bring the benefits of competition and investment in advanced telecommunications facilities and services to all Americans by opening all telecommunications markets to competition and reducing or eliminating burdensome regulation. Since the Telecom Act was passed, the FCC and state regulatory commissions have maintained many of the extensive regulatory requirements applicable to incumbent local exchange companies (ILECs), including our wireline subsidiaries, and imposed significant new regulatory requirements in a purported effort to jump-start a specific definition of competition.

In three successive orders (each of which was subsequently overturned by the federal courts as discussed below), the FCC required us to lease parts of our network (unbundled network elements, or UNEs) in a combined form known as the UNE-P to competing local exchange companies (CLECs), including AT&T and MCI. The states set the wholesale rates that we are allowed to charge our competitors for UNEs by utilizing the FCC prescribed Total Element Long Run Incremental Cost (TELRIC) methodology. TELRIC allows the state commissions to set UNE rates by speculating on what would be the forward-looking cost of building and operating a purely hypothetical network that utilizes the most efficient technology available. While many of the state commissions in our 13-state area have raised certain UNE rates modestly in the last year, we believe that overall UNE rates continue to be below our actual cost of providing services utilizing the existing network. Competitors have used these artificially low rates to target many of our highest revenue customers. For further discussion, see “State UNE Pricing Proceedings.”

In March 2004, the United States Court of Appeals for the District of Columbia Circuit (D.C. Circuit) overturned significant portions of the FCC’s third order on unbundling requirements for our traditional network (“narrowband facilities”), including those mandating the availability of the UNE-P. In the same decision, the court upheld the FCC’s decision to limit our obligation to provide competitors unbundled access to new broadband investments.

Since the D.C. Circuit’s March 2004 decision, the FCC has encouraged both ILECs and CLECs to negotiate private commercial agreements regarding access and interconnection to the ILECs’ networks without regulatory intervention. We have signed commercial agreements with several CLECs, one of which was our third largest UNE-P purchaser at the time of the agreement. We expect these contracts will result in a slight incremental increase in our total revenue versus the previously mandated UNE-P rates. We are actively negotiating private commercial agreements with other CLECs as well.

In August 2004, the FCC released interim rules that perpetuate nationwide unbundling of narrowband facilities through at least the end of February 2005. As a result, certain ILECs asked the D.C. Circuit to enforce its March 2004 order that had vacated those very same rules. Based upon the FCC’s response that it would issue new rules by the end of the year, the D.C. Circuit asked for a report on January 4, 2005.

In December 2004, the FCC adopted a new fourth set of rules for unbundling requirements to comply with the D.C. Circuit’s decision, which provide some significant relief from unbundling for mass market customers. In other respects, however, the FCC’s revised rules fail to fully comply with the D.C. Circuit’s decision; for example, the FCC retained unbundling requirements for many of our high-capacity loop and transport facilities. The revised rules include a one dollar increase in the current rates for existing UNE-P, which would remain in effect through a transition period (12 months from the effective date of the order). Because the FCC did not release its written order containing these revised rules until February 4, 2005, we have not yet been able to fully evaluate the impact of these new rules on our financial position or results of operations. However, we believe that the FCC’s revised rules do not accurately and fully address the concerns raised by the D.C. Circuit in its March 2004 order; therefore, we (together with several other parties) filed a petition challenging the revised rules with the D.C. Circuit on February 14, 2005, asking the court to order the FCC to adopt rules that are consistent with the court’s decision. See “December 2004 FCC Unbundling Rules” for a more detailed discussion of the revised rules.

In October 2004, the FCC approved three orders regarding the unbundling rules applicable to broadband. Each of the orders favorably limits our unbundling obligations. The FCC limited our obligation to unbundle fiber facilities to multiple dwelling units, such as apartment buildings. The FCC also limited our unbundling obligations as to fiber facilities deployed in fiber-to-the-curb arrangements. Finally, the FCC rejected CLEC arguments that these fiber facilities should be unbundled under another statutory provision. These orders have added some clarity to the applicable rules and enabled us to announce our intent to accelerate our planned deployment of our advanced fiber network (see “Project Lightspeed” discussed in “Expected Growth Areas”).

It is unclear how state regulatory commissions will respond to these new FCC rules. Our ability to implement the D.C. Circuit’s decision and to negotiate private commercial agreements has been constrained because many CLECs are hopeful that some state commissions nevertheless will attempt to require that all network elements continue to be unbundled under state law. We believe that the D.C. Circuit’s ruling in March 2004 precludes the states from determining which network elements must be unbundled. Continued unfavorable regulations imposed at the state level could cause us to experience additional declines in access line revenues and could reduce our invested capital and employment levels related to those services. For further discussion, see “State UNE Pricing Proceedings” discussed below.

Because of opportunities made available by the FCC rulings discussed above on broadband, we expect that our capital expenditures in 2005 will increase to a target range of between $5,400 and $5,700. We expect that the business opportunities made available in the broadband area will allow us to expand our products and services (see “Project Lightspeed” discussed in “Expected Growth Areas”). Despite a slightly more positive regulatory outlook and these broadband opportunities, increasing competition and the growth of alternative technologies such as cable, wireless and VoIP have created 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 segments 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: (1) data, through existing services, new services to be provided by our Project Lightspeed initiative, and upon the closing of our pending acquisition of AT&T (see our “Operating Environment and Trends of the Business” section), and (2) Cingular’s wireless service. We expect data revenue from large businesses in particular to continue to increase since federal regulation (preventing us from offering traditional long-distance service) greatly limited our ability to market to those businesses on a regional and national level prior to 2004. In addition, we expect the acquisition of AT&T to strengthen the reach and sophistication of our network facilities, increase our large-business customer base and enhance Cingular’s ability to market its services to that customer base. Whether, or the extent to which, growth in these areas will offset declines in other areas of our business is not known.

Data/Broadband Our data services include DSL/Internet (broadband) as well as services to large businesses. At December 31, 2004, our wireline data revenues represented approximately 27% of our consolidated revenues, an increase of 2% from 2003. DSL is available to approximately 77% of our wireline customer locations. Our DSL lines continue to grow and were approximately 5.1 million at December 31, 2004 compared to 3.5 million at the end of 2003.

The above-mentioned orders issued by the FCC in October 2004 have added some clarity to the applicable rules for broadband and enabled us to announce our intent to accelerate deployment of our Project Lightspeed initiative.

        Project Lightspeed In June 2004, we announced key advances in developing a network capable of delivering a new generation of integrated IP video, super-high-speed broadband and VoIP services to our residential and small-business customers, referred to as Project Lightspeed. For those customers who will not have access to or do not choose to utilize this network, we plan to continue to offer bundles that include high speed access to the Internet, voice services (including VoIP service) and satellite television services provided through our agreement with EchoStar. We are conducting trials using the proposed technology, and if successful, we expect to begin our build-out of our fiber-optic network in the first quarter of 2005.

We anticipate that we will deploy approximately 38,800 miles of fiber, reaching approximately 18 million households by year-end 2007, and expect to spend approximately $4,000 over the next three years in deployment costs and $1,000 in customer-activation capital expenditures spread over 2006 and 2007.

We believe that our planned deployment is subject to federal oversight as an “information service” under the Federal Communications Act, but not subject to state or local regulation. However, some cable providers and municipalities have claimed that certain IP service should be treated as a cable service and therefore subject to the applicable state and local regulation, which could include the requirement to obtain local franchises for our IP video service. If the courts were to decide that state and local regulation were applicable to our Project Lightspeed services, it could have a materially adverse effect on our deployment plans.

Wireless Cingular, our wireless joint venture with BellSouth, began operations in October 2000. During 2004, Cingular completed its acquisition of AT&T Wireless, which established Cingular as the largest provider of mobile wireless voice and data communications services in the United States, based on the number of wireless customers. At December 31, 2004, Cingular served approximately 49 million customers and had access to licenses to provide wireless communications services covering an aggregate population of potential customers of approximately 290 million, or approximately 98% of the U.S. population, including all of the 100 largest U.S. metropolitan areas.

Cingular’s wireless networks use equipment with digital transmission technologies known as GSM and TDMA technology. Cingular has upgraded its existing TDMA markets to use GSM technology in order to provide a common voice standard. Cingular is also adding high-speed wireless data services such as GPRS and EDGE. EDGE technology will allow customers to access the Internet from their wireless devices at higher speeds than even GPRS.

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 four national carriers, their affiliates and smaller regional carriers. This competition 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:

• Further establishing its position as a premier provider for business and government accounts by providing these customers access to sales and support professionals focused solely on their specialized needs.
• Continued improvement on the coverage and quality of its network. In 2004, Cingular began network enhancement in several states and a major expansion of the network in California and Nevada, which it expects to complete in 2006.
• Progression of plans to deploy Universal Mobile Telecommunications System (UMTS) third-generation (3G) network technology with High-Speed Downlink Packet Access (HSDPA) concurrent with its network integration over the next two years. UMTS and HSDPA provides superior speeds for data and video services, as well as operating efficiencies using the same spectrum and infrastructure for voice and data on an IP-based platform.

Regulatory Developments

Set forth below is a summary of the most significant developments in our regulatory environment during 2004. While these issues, for the most part, apply only to our wireline subsidiaries, the words “we,” “SBC” and “our” are used to simplify the discussion. In addition, the following discussions are intended as a condensed summary of the issues rather than a precise legal description of all of those specific issues.

Federal Regulation A summary of significant 2004 federal regulatory developments follows.

Network Unbundling Requirements In March 2004, the D.C. Circuit overturned significant portions of the FCC’s third set of rules regarding the obligation of ILECs, such as our wireline subsidiaries, to provide unbundled access to our traditional network. These rules were adopted by the FCC in its Triennial Review Order (TRO) in August 2003 to replace the FCC’s second set of unbundling rules, which were vacated by the D.C. Circuit in February 2003. Among other things, the D.C. Circuit vacated rules requiring us and other ILECs to provide unbundled mass-market switching (and therefore the UNE-P) and unbundled high-capacity loop and transport facilities. The D.C. Circuit also remanded the FCC’s rules requiring ILECs to make available enhanced extended links (EELs), which can be used as a substitute for special access services, a component of our wireline revenues, and questioned whether any requirement that ILECs provide EELs in place of special access could be lawful. 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 over the high-frequency portion of traditional copper voice lines).

In August 2004, the FCC released interim rules requiring that, until March 13, 2005, or the effective date of the final fourth set of rules, whichever occurs earlier, ILECs continue to provide unbundled access to switching, enterprise market loops, and dedicated transport under the same rates, terms and conditions that were in effect on June 15, 2004, except that state commission orders raising rates can be implemented. Along with other ILECs, we voluntarily agreed not to raise rates unilaterally for certain UNEs (i.e., mass market UNE-P, and certain high-capacity loops and transport between our centeral offices) through the end of 2004, unless pursuant to a state commission decision.

In October 2004, we and other interested parties filed comments on the proposed new unbundling rules. Significantly, AT&T, which has long been a supporter of UNE-P, stated that it no longer seeks regulatory mandated access to the UNE-P (although other carriers, including MCI, continue to support access to the UNE-P).

December 2004 FCC Unbundling Rules In December 2004, the FCC adopted its fourth set of rules concerning an ILEC’s (such as our wireline subsidiaries) obligation to make elements of its network available to other competitors (such as AT&T and MCI). On February 4, 2005, the FCC released its written order containing the new rules, which will become effective on March 11, 2005. The FCC’s decision provides significant relief from unbundling by, among other things, eliminating our obligation to provide the UNE-P for mass market customers. However, because we believe that the FCC’s revised rules do not fully comply with the directives of the D.C. Circuit, we (together with several other parties) filed a petition challenging the revised rules with the D.C. Circuit on February 14, 2005, asking the court to order the FCC to adopt rules that are consistent with the court’s March 2004 order.

Set forth below is a summary of these revised unbundling rules. Because the FCC did not issue the written order containing these revised rules until February 4, 2005, we have not yet been able to fully evaluate the impact of the order on our financial position or results of operations.

• Use Restrictions The revised rules prohibit the use of UNEs for the exclusive provision of telecommunications services in the mobile wireless and long-distance markets, which the FCC previously found to be competitive. The FCC’s decision reverses its decision in the TRO to permit wireless carriers to purchase UNEs in place of special access services.

• UNE-P The UNE-P is a combination of all of the network elements necessary to provide complete end-to-end local service to a customer. The revised rules eliminate our obligation to unbundle mass market switching, consistent with the D.C. Circuit’s decision. From a practical perspective, the “switching” network element is the most significant component of the UNE-P, (i.e., the element that routes a telephone call or data to its destination). By eliminating the requirement to provide a network element, the FCC eliminated our obligation to provide the combination of elements, (i.e., the UNE-P, to CLECs). Under the FCC’s decision, ILECs need not provide the UNE-P to CLECs to serve any new customers following the March 11, 2005, effective date of the order. The revised rules also establish a 12-month transition period (running from the effective date of the order) to transition the existing base of UNE-P customers to some other service arrangement. During the transition, we will be allowed to raise the rate for the UNE-P by one dollar.

• Enhanced Extended Links The revised rules do not alter the requirement adopted in the TRO that we must provide combinations of unbundled high-capacity loops and transport elements (often referred to as “enhanced extended links” or EELs) to competitors. EELs are used to provide switched and dedicated services. Because the availability of EELs depends on where the underlying high-capacity loop and dedicated transport facilities must be unbundled, and the order was not released until February 4, 2005, we have not yet been able to fully evaluate the impact of the EELs rules. However, we expect that the revised rules could adversely affect our special access revenues. To mitigate this potential impact, we are developing alternatives including new product bundles and new contract arrangements that could significantly reduce our potential decrease in wireline revenues and we continue to challenge this portion of the rules in federal appeals court.

• Dedicated Transport The revised rules eliminate the unbundling of entrance facilities, which are transmission facilities that provide connections between our network and competitor networks, and limit our obligation to provide dedicated transport (interoffice lines with varying capacity, e.g., DS1 and DS3, used by only a single customer) to only those transmission facilities connecting our switches or centeral offices. We must continue to provide access to DS1, DS3 and dark fiber (unused fiber that must be “lit” before it can transmit a communications signal) transport except on routes where there are competitive alternatives, or on routes that connect wire centers (e.g., a centeral office) with a large number of business lines. Where the criteria are met to eliminate unbundling of dedicated transport facilities, there is a 12-month transition for DS1 and DS3 transport, and an 18-month transition for dark fiber transport. During transition, CLECs will not be permitted to purchase new dedicated transport facilities on routes that meet these criteria, and we will be permitted to increase the rate for the existing base by 15%. In our petition filed with the D.C. Circuit on February 14, 2005, we specifically challenged this portion of the revised rules, which we believe is not consistent with the D.C. Circuit’s March 2004 decision.

• Dark Fiber and Entrance Facilities The revised rules eliminated our obligation to provide dark fiber loops and entrance facilities (which are facilities connecting our network to a CLEC’s network) as UNEs. There is an 18-month transition plan for dark fiber loops, which does not permit CLECs to purchase new dark fiber loops and allows ILECs to increase the rate for pre-existing dark fiber loops.

• High-Capacity Loops The revised rules require us to continue to provide access to DS1 and DS3 loops, except in wire centers containing a large number of business lines and in which multiple competitors have deployed competitive fiber facilities. Where the criteria are met to eliminate unbundling of high-capacity loops, there is a 12-month transition for DS1 and DS3 loops. During the transition, the CLECs will not be permitted to purchase new high-capacity loops in wire centers that meet the criteria for eliminating unbundling, and we will be permitted to increase the rate for the existing base by 15%. In our petition filed with the D.C. Circuit on February 14, 2005, we specifically challenged this portion of the revised rules, which we believe is not consistent with the D.C. Circuit’s March 2004 decision.

“All-Or-Nothing” Rule The FCC has encouraged both ILECs and CLECs to negotiate commercial agreements regarding access to an ILEC network and the availability of UNEs without regulatory intervention. To this end, in July 2004, the FCC adopted a new “all-or-nothing” rule for agreements governing wholesale access to an ILEC’s network and eliminated the previous “pick and choose” rule, which permitted CLECs to opt into only the most favorable provisions of multiple network access agreements.

Prior to the all-or-nothing rule, a CLEC requesting network access could “pick and choose” rates and other terms from various network access agreements between an ILEC and other CLECs, thereby minimizing or eliminating negotiations between the ILEC and the CLEC requesting access. Under the new rule, if the CLEC wishes to adopt terms of another CLEC’s agreement rather than negotiating its own agreement, the CLEC must adopt the other CLEC’s agreement in its entirety.

Since the D.C. Circuit’s decision vacating significant portions of the TRO, we have signed commercial agreements with several CLECs, one of which was our third largest UNE-P purchaser at the time of the agreement, for a UNE-P replacement service. We expect these contracts will result in a slight incremental increase in our total revenue versus the previously mandated UNE-P rates. Our ability to implement the court’s decision and negotiate commercial agreements has been constrained because some state commissions remain insistent on requiring us to provide UNEs beyond those authorized by the FCC and on regulating commercial agreements.

Broadband The TRO eliminated unbundling of certain advanced telecommunications technology that is primarily used for transmitting data and high-speed internet access across telephone lines (generally referred to as “broadband”). This portion of the TRO was upheld by the D.C. Circuit in its March 2004 decision. For example, the TRO eliminated unbundling of the packet-switching capabilities (a highly efficient method of transmitting data) of our local loops and eliminated 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 TRO, packet-switching and FTTH loops are not subject to unbundling requirements; therefore, we are not 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 existing copper-loop lines, we are required to provide our competitors access either to the existing copper loop or a nonpacketized 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 of local telephone lines, which is used primarily to provide DSL service, with competitors. Under the TRO, this high-frequency portion of the telephone line was no longer considered a UNE. Competitors were allowed to purchase new line sharing arrangements until October 2, 2004, but were 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.

In October 2004, the FCC approved three orders regarding the unbundling rules applicable to broadband. Each of the orders favorably limits our unbundling obligations. The FCC limited our obligation to unbundle fiber facilities to multiple dwelling units, such as apartment buildings. The FCC also limited our unbundling obligations as to fiber facilities deployed in fiber-to-the curb arrangements. Finally the FCC rejected CLEC arguments that these fiber facilities should be unbundled under another statutory provision. These orders have added some clarity to the applicable rules and enabled us to announce our intent to accelerate our planned deployment of our advanced fiber network (see “Project Lightspeed” discussed in “Expected Growth Areas”).

While our unbundling obligations have been reduced during 2004, we continue to evaluate and challenge the FCC’s unbundling rules when they exceed the requirements of the Telecom Act. The FCC’s rulings on broadband have allowed us to announce the expansion of our fiber network, which we believe will provide us with future opportunities. At the same time, however, increasing competition from alternative technologies such as cable, wireless and VoIP, present significant challenges for our business.

Voice over Internet Protocol VoIP is generally used to describe the transmission of voice using internet-based technology. A company using this technology can provide voice services (although depending on the bandwidth allocated it may not necessarily be of the same quality as a traditional telephone service) 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. While the deployment of VoIP will result in increased competition for our 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.

Over the last year, the FCC has issued a variety of decisions regarding VoIP services. For example, during 2004, the FCC declared that services that do not use a public switched telephone network (a traditional telephone network) to provide “peer-to-peer” service (i.e., subscribers communicate with each other solely over Internet Protocol networks) are unregulated.

• IP-Enabled Services In March 2004, the FCC opened a proceeding to establish the regulatory framework for IP-enabled services, including VoIP, that involve use of a public switched telephone network. In this proceeding, the FCC will address various regulatory issues, including universal service, intercarrier compensation, numbering, disability access, consumer protection, and customer access to 911 emergency service. Notwithstanding the unresolved regulatory questions before the FCC and various state utility commissions, numerous communications providers, including SBC, began providing various forms of VoIP in 2003 and 2004, or announced their intentions to do so in the near future. These providers include both established companies as well as new entrants.

• Application of Switched Access Charges In April 2004, the FCC denied AT&T’s October 2002 request 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. The FCC ruled that long-distance calls that both originate and terminate on local phone company networks, such as those operated by our wireline subsidiaries, are subject to access charges, regardless of the technology used to transport those calls and that AT&T must pay access charges when providing its internet-based long-distance services. However, the FCC did not address the issue of whether AT&T would be required to pay our wireline subsidiaries (and other companies providing local service) the access charges it has avoided paying in the past. Instead, the FCC said that it expects this issue to be litigated in court. In April 2004, we sued AT&T in the Federal District Court for the Eastern District of Missouri (District Court), seeking at least $141 in damages, including interest, and a permanent injunction prohibiting AT&T from continuing its access charge avoidance activities. In June 2004, based upon an arbitration provision in an agreement between the parties governing access billing disputes, AT&T asked the District Court to enjoin this litigation and submit the dispute to arbitration. In September 2004, the District Court rejected AT&T’s request. AT&T thereafter obtained a stay of the litigation from the Federal Court of Appeals for the Eighth Circuit (Eighth Circuit) and appealed the District Court decision rejecting arbitration. That appeal is scheduled to be heard by the Eighth Circuit in March 2005.

• Vonage Decision In November 2004, the FCC issued an order pre-empting the Minnesota Public Utilities Commission (MPUC) from applying its traditional telephone company regulations to Vonage Holding Corp.‘s (Vonage) DigitalVoice service (which includes VoIP and other communications capabilities). The FCC concluded that DigitalVoice could not be separated into interstate and intrastate communications for regulatory purposes without thwarting federal laws and policies that mandate a minimalistic regulatory environment for these types of services. The FCC did not express its opinion on the applicability of Minnesota’s general business laws concerning taxation, fraud, general commercial dealings, marketing and advertising. The FCC also left undecided broader questions regarding the regulatory obligations of IP-enabled services, which are being addressed in the FCC’s proceeding on IP-enabled services. Finally, the FCC stated t hat its authority pre-empts state regulation of other types of IP-enabled services having basic characteristics similar to DigitalVoice. These characteristics include: a requirement for a broadband connection from the user’s location; a need for IP-compatible customer premises equipment; and a service offering that provides integrated capabilities and features that allow customers to manage personal communications, including receiving voice communications and accessing other features and capabilities, even video. Various parties, including state public utilities commissions, have filed appeals of the FCC order.

Intercarrier Compensation Reform In October 2004, the Intercarrier Compensation Forum, a diverse group of telecommunications industry participants representing ILECs (including SBC), CLECs, long distance companies, rural telephone companies and wireless providers, submitted to the FCC a plan for reforming the current system of rates that telecommunications companies charge each other for network access and fees to ensure universal telephone service in the United States. In February 2005, the FCC initiated a rulemaking proceeding to consider the plan and other proposals for intercarrier compensation reform. However, due to the complexities of this issue we are not able to predict when a final rule will be issued.

Ruling on Reciprocal Compensation In 2001, the FCC ruled that telephone calls placed to Internet Service Providers (ISPs) are not subject to the reciprocal compensation requirements of the Telecom Act, which require that the carrier which originates and transports a call on its network that terminates on another carrier’s network in the same local calling area pay a fee to that terminating carrier. The FCC concluded that requiring reciprocal compensation for ISP-bound traffic caused market distortions because CLECs offering ISP services could recover a disproportionate share of their costs from other carriers, rather than from their ISP customers, since calls rarely originate from the ISP. The FCC then concluded that a system of bill-and-keep (under which carriers look to their own customers to recover their costs) would eliminate CLEC incentives to engage in such arbitrage. The FCC adopted an interim compensation plan for ISP-bound traffic while it considered broader intercarrier compensation reform. The interim plan, among other things, capped the rate paid for ISP-bound traffic (the “rate” cap), the total number of minutes that could be compensated (the “growth” cap) and limited compensation for traffic not previously exchanged between carriers prior to the order (the “new markets” rule). In October 2004, the FCC lifted the growth cap and new markets rule, but declined to lift the other restrictions in its 2001 order, including the rate cap. As a result of this 2004 ruling, we may become liable to pay reciprocal compensation on additional ISP-bound traffic, which previously was not compensable because of the caps. We estimate that we may incur additional reciprocal compensation payments for 2005 of approximately $40 for such traffic, based on the expected number of minutes for 2005. We have petitioned the FCC to reconsider its order, and we have petitioned to intervene in an appeal of the order filed by BellSouth in the D.C. Circuit.

Special Access Pricing Flexibility In October 2002, AT&T requested the FCC to revoke current pricing rules for special access services, a component of our wireline revenues. AT&T subsequently filed a similar petition in the D.C. Circuit. We and other parties have challenged AT&T’s petition, which remains pending before the FCC. In January 2004, the FCC filed its opposition to AT&T’s petition, and we and other carriers filed a request to intervene in support of the FCC with the D.C. Circuit. In January 2005, AT&T’s petition was denied by the D.C. Circuit. The FCC initiated a rulemaking proceeding to consider whether it should modify its pricing flexibility rules, and, if so, how. However, due to the magnitude of the issue and the current transitions at the FCC and within the telecommunications industry, an order is not expected until late 2006.

Number Portability In November 2003, the FCC adopted rules allowing customers to keep their wireline or wireless number when switching to another company (generally referred to as “wireless number portability”). In April 2004, the FCC allowed ILECs, including our wireline subsidiaries, to recover through customer rate charges, their carrier-specific costs of implementing wireless number portability. We estimate our total costs to be approximately $60. We began cost recovery over a four-month period in 11 of our states in June 2004, in Connecticut in October 2004 and will begin in Nevada in early 2005.

For several years, customers have been able to retain their numbers when switching their local service between wireline companies (generally referred to as “local number portability”), and the FCC allowed ILECs to recover, through customer rate charges, their carrier-specific costs of implementing local number portability. We were allowed to recover our costs over a five-year term by charging on a per line basis. However, the per-line rate charges were determined based on a projected number of access lines. Since the actual number of access lines has now turned out to be lower than estimated, in February 2005 we requested the FCC grant an exception to its five-year limitation rules regarding this cost recovery that would allow us to recover our costs over a longer period of time. If our request is granted, we expect to recover previously authorized costs of approximately $210.

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 additional expenses of less than $1 in 2004 and approximately $14 and $20 in 2003 and 2002, which included payments for failing to meet certain performance measurements.

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 2004 state regulatory developments follows.

California Audit On February 26, 2004, the CPUC decided several major monetary issues in the 1997-1999 audit of our California wireline subsidiary. The CPUC determined that we were in compliance with regulatory accounting rules for pension and depreciation and that no refunds were owed by our subsidiary to customers. The CPUC determined that we should fund amounts for certain employee benefits into a Voluntary Employee Benefit Association (VEBA) trust, which resulted in our March 2004 contribution of approximately $232. In April 2004, other parties filed petitions for rehearing. However, the CPUC has yet to rule on those petitions.

State UNE Pricing Proceedings We have requested that several state commissions review and increase the wholesale prices we (through our wireline subsidiaries in each state) are allowed to charge competitors for leasing unbundled network elements (UNE rates) mandated by the FCC. Our competitors, including AT&T and MCI, have asked several states to reduce these prices. While many states in our 13-state area have modestly increased our wholesale prices, the rates still remain below our cost of providing services. During 2004, the state commissions in California, Illinois, Indiana, Michigan, Ohio and Wisconsin all increased the UNE rates. However, there are appeals or applications for rehearing pending in all states but Michigan. Additionally during 2004, the commission in the state of Texas voted to decrease the UNE rates, but because of the FCC’s interim bundling rules, the commission did not require us to reduce our rates. The foregoing changes in UNE rates are not expected to have a material impact on our financial results.

As discussed above in “December 2004 FCC Unbundling Rules,” the FCC eliminated our obligation to provide unbundled local switching (and thus the UNE-P) on a prospective basis. The FCC also eliminated our obligation prospectively to provide high-capacity loops and dedicated transport in certain markets. Also as discussed above, the FCC established a transition plan for existing UNE-P customers and high-capacity loops and dedicated transport circuits that no longer will be subject to unbundling. Under that plan, we will be able to increase our UNE-P rates by one dollar, and our rates for high-capacity loops and dedicated transport by 15% during the transition. As a consequence, state regulatory commissions should have a more limited role over the scope and terms of our network element offerings.

In September 2004, the CPUC voted to increase the UNE-P rates. The order became effective immediately, allowing us to retroactively charge the new rates back to May 2002, as contemplated in the May 2002 interim order. These rates include both higher rates, notably for UNE-P, and lower rates notably for certain high capacity data services. In January 2005, a decision from the United States Court of Appeals for the Ninth Circuit remanded to the CPUC an appeal challenging how the CPUC had priced one component of the UNE-P rates in a previous order. Various CLECs are now contending before the CPUC that this remand should be applied to the September 2004 ruling and reduce the amount of refunds that we are entitled to collect back to May 2002. We are opposing those efforts. If the CPUC were to reduce the refund piece of the September 2004 order, we would have to reverse a portion of the net increase in revenues of approximately $51 that we recorded in our third-quarter 2004 results.

Competition

Competition continues to increase for telecommunications and information services, and regulations, such as the FCC’s unbundling 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 2005 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 MCI and, to a lesser extent, AT&T 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 quantify 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 especially in the area of bundling of products and services including wireless and video, large-business data services, broadband and long-distance service.

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. 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 “State UNE-P Proceedings” section above, the mandated rates set by certain state commissions remain below our cost and have contributed to our continued decline in access line revenues and profitability. Recent developments at the FCC regarding UNE-P regulations have resulted in the reversal during 2004 of the trend over the last several years of access lines losses due to UNE-P. However, we continue to lose access lines due to competitors (e.g., wireless, cable and VoIP providers) who can provide comparable services at lower prices because they are not subject to traditional telephone industry regulation and have lower cost structures. We also have moved forward with product offerings, such as bundling, that may mitigate future competitive pressure.

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.

In response to the multiple competitive pressures discussed above, we launched in late 2002, our bundling strategy that rewards customers who consolidate their services (e.g., local and long-distance telephone, DSL, wireless and video) with us. In 2004, we continued to focus on bundling wireline and wireless services, including combined packages of minutes, and added to our bundled offerings a video service through an agreement with EchoStar. During 2005, we will continue to develop innovative products that capitalize on our expanding fiber network.

Cingular
During 2004, Cingular completed its acquisition of AT&T Wireless (see Note 16). 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 results in the presence of multiple competitors. Cingular’s competitors are principally four national (Verizon Wireless, Sprint PCS, Nextel Communications and T-Mobile) and a larger number of regional providers of cellular, PCS and other wireless communications services.

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 approximately 75 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:

• 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, 2004. 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 $390 and $420 in our 2005 depreciation expense and a one-year decrease would result in an increase of between $415 and $445 in our 2005 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 in Note 1.
• 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.
• 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, 2004. This assumption will remain unchanged for 2005. If all other factors were to remain unchanged, we expect a 1% decrease in the expected long-term rate of return would cause 2005 combined pension and postretirement cost to increase approximately $388 over 2004 (analogous decrease would result from a 1% increase). The 10-year returns on our pension plan were 11.03% through 2004 including returns in excess of our assumed rate of return for 2004. 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. Largely due to investment returns in 2003, this methodology did not have a significant additional effect on our 2004 combined net pension and postretirement expense. 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 2004 or 2002 combined net pension and postretirement benefit as the MRVA was almost equal to the fair value of plan assets. Note 10 also discusses the effects of certain changes in assumptions related to medical trend rates on retiree health care costs.
• 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 the final review of our tax returns by the IRS or state tax authorities. 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 and cash refunds. 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.
• 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.
• 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. Assuming we continue our recent trend of reducing the number of options granted, this policy will become less significant in the future.

New Accounting Standards

FSP FAS 106-2 In January 2004, in response to the recently passed 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.

In May 2004, the FASB issued final guidance on how employers should account for provisions of the Medicare Act (referred to as FSP FAS 106-2). FSP FAS 106-2 requires us to account for the Medicare Act as an actuarial gain or loss and, had an employer’s previous recognition of the Medicare Act differed from the final guidance issued by the FASB, the employer would recognize the restatement of their 2003 results as a cumulative effect of accounting change. Because our initial accounting for the effects of the Medicare Act differed from the final guidance issued, in accordance with FSP FAS 106-2, we have changed our accounting from a plan amendment to an actuarial gain or loss. Due to the immaterial impact of the change in accounting on our 2003 results (since the Medicare Act was enacted in December 2003), we did not record a cumulative effect of accounting change as of January 1, 2004.

We expect that accounting for the Medicare Act will result in an annual decrease in our prescription drug expenses ranging from $200 to $300 in future years. Our accounting assumes that the plans we offer will continue to provide drug benefits equivalent to Medicare Part D, that these plans will continue to be the primary plan for our retirees and that we will receive the subsidy. We expect that the Medicare Act will not have a significant effect on our retirees’ participation in our postretirement benefit plan.

FIN 46(R) In January 2003, the FASB issued FIN 46 which 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 (FIN 46(R)) to clarify some of the provisions. The revision delayed the effective date for application of FIN 46(R) 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. 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 accordance with the provisions of FIN 46(R), we performed a quantitative study of potential cash flows of Cingular, covering a wide range of scenarios that valued Cingular significantly above and below the estimated fair value of Cingular. The probability of these scenarios was assessed to establish the weighted-average amount that these scenarios were both above and below the average of all the scenarios. These are the “residual returns” and “expected losses” as defined by FIN 46(R). As Cingular’s total capitalization has a high equity component, the “expected losses” of the FIN 46(R) calculations were significantly below not only the fair value of Cingular’s equity, but also its book value. Therefore, we determined that Cingular did not qualify for consolidation by us under the provisions of FIN 46(R), and our accounting treatment of our investment in Cingular remained unchanged. Cingular’s acquisition of AT&T Wireless (see Note 16) was accomplished entirely through equity contributions to Cingular; Cingular’s debt increased only by the amount of AT&T Wireless public debt assumed in connection with the acquisition. When we reassessed whether Cingular should be consolidated under FIN 46(R), primarily because of the large increase in the fair value of Cingular’s equity as a result of the transaction, we concluded the acquisition of AT&T Wireless did not change our accounting for Cingular under FIN 46(R).

FAS 123(R) In December 2004, the FASB revised FAS 123 (FAS 123(R)) which, among other items, requires the expensing of stock-based compensation. The statement is effective for the first interim or annual period beginning after June 15, 2005. As we had previously adopted the expensing provisions of FAS 123, we do not expect FAS 123(R) to have a significant effect on our compensation expense when adopted. See Note 1 for further discussion of FAS 123(R).

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. Our claims against WorldCom totaled approximately $661. Our claims included receivables, claims for refunds that are the subject of litigation, and a variety of contingent and unliquidated items, including unbilled charges.

On April 20, 2004, MCI, formerly WorldCom, emerged from federal bankruptcy. As part of the settlement agreement we reached with WorldCom in July 2003, we received the escrowed portion of that settlement, $68, upon MCI’s emergence from bankruptcy. In addition to our receipt of this $68 and our existing reserve, the agreement also settled our approximately $320 in receivables related to pre-petition issues by offsetting amounts we owed but withheld from WorldCom, pending resolution of WorldCom’s bankruptcy proceeding. As a result of a fourth-quarter 2004 settlement with MCI, our remaining pre-bankruptcy claims with WorldCom were dismissed.

Antitrust Litigation Eight consumer antitrust class actions were filed in 2003 against us in the United States District Court for the District of Connecticut (District Court). The primary claim in these suits was 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 were 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 January 2004, the Supreme Court decided that case in favor of the incumbent local exchange company and, on February 23, 2004, the District Court approved a voluntary dismissal in these eight cases, thus ending the litigation.

In addition, 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. The plaintiffs appealed to the Second Circuit Court of Appeals and oral arguments have been heard.

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

Liquidity and Capital Resources

We had $760 in cash and cash equivalents available at December 31, 2004. Cash and cash equivalents included cash of approximately $261, money market funds of $423 and other cash equivalents of $76. In addition, at December 31, 2004 we held $99 in other short-term held-to-maturity securities.

During 2004, our primary sources of funds were cash from operating activities of $10,955, proceeds from long-term debt issuances and short-term borrowing of approximately $9,859 and proceeds of $6,622 primarily from the sale of our nonstrategic business assets. Also contributing to our sources of funds was the September 2004 sale of our interest in the directory advertising business in Illinois and northwest Indiana to Donnelley for net proceeds of approximately $1,397. During 2004, we contributed cash of $2,232 to our pension and postretirement benefit plans. In October 2004, we used substantially all of our cash and cash equivalents to fund our portion of the purchase price for AT&T Wireless (see “Cingular” below).

During 2005 we expect to use our available excess cash primarily to reduce our debt levels. We expect to repay current maturities of long-term debt of $1,337 with cash from operations. Available excess cash will be used to repay our commercial paper borrowings of $4,397 or to further reduce long-term debt.

Cash from Operating Activities
Our 2004 cash flow from operations remained relatively stable compared to 2003 excluding the $2,232 contribution to our pension and postretirement benefit plans and a $2,761 decline in our deferred income tax expense.

Our primary source of funds for 2003 and 2002 was cash generated from operating activities, as shown in the Consolidated Statements of Cash Flows. During 2003, our cash flow from operations remained relatively stable compared to 2002 excluding the noncash increase in pension and postretirement expenses.

Cash from Investing Activities
On October 26, 2004, Cingular acquired AT&T Wireless for approximately $41,000. In connection with the acquisition, we entered into an investment agreement with BellSouth and Cingular. Under the investment agreement, we and BellSouth funded, by means of an equity contribution to Cingular, a significant portion of the acquisition’s purchase price. Based on our 60% equity ownership of Cingular, and after taking into account cash on hand at AT&T Wireless, we provided additional equity of approximately $21,600 to fund the purchase price. In exchange for this equity contribution, Cingular issued to us and BellSouth new membership interests in Cingular. See “Cingular” section below and Note 16 for further details.

In 2004, 2003 and 2002, our cash receipts from dispositions exceeded cash expended on acquisitions (see Note 2). Our investing activities during 2004 primarily included proceeds of approximately $2,063 from the disposition of our investment in Belgacom, $2,864 from the disposition of our interest in TDC, $1,186 from the sale of our interest in Telkom, $323 from the sale of a portion of our interest in Yahoo and Amdocs and $178 from the sale of shares of Telmex and América Móvil. In the fourth quarter of 2004, a subsidiary in our directory segment entered into a joint venture agreement with BellSouth and purchased the internet directory provider, YPC, for approximately $98, of which our portion was $65.

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 $5,099 for 2004, $5,219 for 2003 and $6,808 for 2002. Capital expenditures in the wireline segment, which represented substantially all of our total capital expenditures, decreased by 2.8% in 2004 and 23.6% in 2003. Our 2004 capital spending plans reflected the uncertain U.S. economy, the changing regulatory environment and our resulting revenue expectations. However, in response to an improving federal regulatory environment and competition, we recently began our Project Lightspeed trials, and if successful, we expect to begin our build-out of our fiber-optic network in 2005 and expect to spend approximately $4,000 over the next three years in deployment costs and $1,000 in customer-activation capital expenditures spread over 2006 and 2007 (see “Expected Growth Areas” for additional details). We expect total capital spending for 2005 to be between our targeted range of $5,400 and $5,700, excluding Cingular, substantially all of which we expect to relate to our wireline segment primarily for our wireline subsidiaries’ networks, Project Lightspeed and support systems for our long-distance service.

Substantially all of our capital expenditures are made in the wireline segment. We expect to fund these expenditures using cash from operations and incremental borrowings, depending on interest rate levels and overall market conditions. 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.

For 2004 investing activities included the purchase of approximately $135 and maturities of $499 of other held-to-maturity securities, which have maturities greater than 90 days.

In addition, during 2004, we received proceeds of approximately $50 related to the repayment of a note receivable from Covad Communications Group, Inc.

Cash from Financing Activities
On October 26, 2004, Cingular acquired AT&T Wireless for approximately $41,000 in cash. In October 2004, we entered into a $12,000, 364-day revolving credit agreement with certain investment and commercial banks to fund our $21,600 equity contribution. On October 26, 2004, we borrowed $8,750 under this agreement at an interest rate based on the daily federal funds rate, with an initial rate of 1.76% plus applicable margin. We repaid this borrowing with proceeds from commercial paper borrowings. We terminated this credit agreement as of November 26, 2004. To partially repay these commercial paper borrowings, in November 2004, we issued $5,000 of long-term debt consisting of $2,250 of 4.125% 5-year notes; $2,250 of 5.100% 10-year notes; and $500 of 6.150% 30-year bonds. We also used the aggregate net proceeds of approximately $1,382 from the dispositions in November 2004 of our remaining interests in TD C and Telkom to further reduce our commercial paper borrowings.

In October 2004, we entered into a 3-year credit agreement totaling $6,000 with a syndicate of banks replacing our $4,250, 364-day credit agreement that was terminated October 18, 2004. The expiration date of the current credit agreement is October 18, 2007. Advances under this agreement may be used for general corporate purposes, including support of commercial paper borrowings and other short-term borrowings. There is no material adverse change provision governing the drawdown of advances under this credit agreement. However, we are subject to a debt-to-EBITDA (a metric defined in the agreement and nominally representing earnings before interest, taxes, depreciation and amortization; although other adjustments are also included) covenant, and if advances are received, we are subject to a negative pledge covenant, both as defined in the agreement. Defaults under the agreement, which would permit the lenders to accelerate required payment, include: nonpayment of principal or interest beyond any applicable grace period; failure by SBC or any subsidiary to pay when due other debt above a threshold amount that results in acceleration of that debt (commonly referred to as “cross-acceleration”) or commencement by a creditor of enforcement proceedings within a specified period after a money judgment above a threshold amount has become final; acquisition by any person of beneficial ownership of more than 50% of SBC common shares or a change of more than a majority of SBC’s directors in any 24-month period other than as elected by the remaining directors (commonly referred to as a “change of control”); material breaches of representations in the agreement; failure to comply with the negative pledge or debt-to-EBITDA ratio covenants described above; failure to comply with other covenants for a specified period after notice; failure by SBC or certain affiliates to make certain minimum funding payments under the Employee Retirement Income Security Act of 1974, as amended (ERISA); and specified events of bankruptcy or insolvency. We are in compliance with all covenants under the agreement. We had no borrowings outstanding under committed lines of credit as of December 31, 2004 or 2003.

Our consolidated commercial paper borrowings increased $3,398 during 2004, and at December 31, 2004, totaled $4,397. All of these commercial paper borrowings are due within 90 days.

In August 2004, we received net proceeds of $1,487 from the issuance of $1,500 of long-term debt, of which $750 has an interest rate of 5.625% and matures June 15, 2016. The remainder of the debt carries an interest rate of 6.45% and matures June 15, 2034.

During 2004, approximately $849 of long-term debt matured, (excluding capital lease payments) of which $833 related to current maturities of long-term debt with interest rates ranging from 5.8% to 9.5%, with an average yield of 6.7%. Our 2004 capital lease payments were approximately $32. Funds from operations were used to repay these obligations.

We have approximately $1,337 of long-term debt that is scheduled to mature in 2005. We expect to use funds from operations to repay these obligations.

Dividends declared by the Board of Directors of SBC totaled $1.26 per share in 2004, $1.41 per share in 2003 and $1.08 per share in 2002. In December 2004, our Board of Directors approved a 3.2% increase in the regular quarterly dividend to $0.3225 per share. The $0.15 decline in dividends declared during 2004 was primarily due to the 2003 additional dividends declared of $0.25, above our regular quarterly dividend payout. Dividends declared during 2003 included two increases in the regular quarterly dividend and three additional dividends, totaling $0.25, above our regular quarterly payout. The total dividends declared were $4,170 in 2004, $4,674 in 2003 and $3,591 in 2002. Total cash paid for dividends were $4,141 in 2004, $4,539 in 2003 and $3,557 in 2002. Our dividend policy considers both the expectations and requirements of stockholders, internal requirements of SBC and long-term growth opportunities. All dividends remain subject to approval by our Board of Directors.

In December 2003, our Board of Directors authorized the repurchase of up to 350 million shares of SBC common stock; this authorization expires at the end of 2008. During 2004, we repurchased approximately 17 million shares at a cost of $448 (see “Issuer Equity Repurchases” table).

During 2005 we expect to use our available cash primarily to reduce our debt levels, which will provide us greater financial flexibility. As opportunities permit, we may also repurchase shares of SBC common stock under our repurchase program.

Pending Acquisition of AT&T
On January 30, 2005, we agreed to acquire AT&T in a transaction in which each share of AT&T common stock will be exchanged for 0.77942 shares of SBC common stock (equivalent to approximately 19% of SBC’s outstanding shares as of December 31, 2004). At the closing of the transaction, AT&T also will pay each AT&T stockholder a special dividend of $1.30 per share. Based on the closing price of SBC stock on January 28, 2005, the exchange ratio equals $18.41 per share. The value of the total consideration to be received by AT&T stockholders is approximately $16,000, including the special dividend. After the acquisition, AT&T will be a wholly owned subsidiary of SBC. The transaction has been approved by the Board of Directors of each company and also must be approved by the stockholders of AT&T. The transaction is subject to review by the Department of Justice and approval by the FCC and various other regulatory authorities. We expect the transaction to close in late 2005 or early 2006. See “Operating Environment and Trends of the Business” for more details.

Other
Our total capital consists of debt (long-term debt and debt maturing within one year) and stockholders’ equity. Our capital structure does not include debt issued by our international equity investees or Cingular. Total capital increased approximately $11,245 in 2004 and $942 in 2003. The 2004 total capital increase was primarily due to increased current and long-term debt of $8,989, of which $8,750 related to funding our share of Cingular’s purchase of AT&T Wireless. See “Cingular” discussion below. Stockholders’ equity increased due to our net income, the 2004 adjustment to our additional minimum pension liability as a result of our merger of substantially all of our pension plan participants into one of our existing plans (see Note 10) and the repurchase of common shares through our stock repurchase program. Partially offsetting these equity increases were settlement costs associated with the interest rate forward contracts and foreign currency translation losses. Our debt ratio was 40.0%, 32.0% and 39.9% at December 31, 2004, 2003 and 2002. The debt ratio is affected by the same factors that affect total capital. The primary factor that impacted our debt ratio was the increased current and long-term debt, partially offset by the equity increases, mentioned previously.

Cingular
On October 26, 2004, Cingular acquired AT&T Wireless for approximately $41,000 in cash. In connection with the acquisition, we entered into an investment agreement with BellSouth and Cingular. Under the investment agreement, we and BellSouth funded, by means of an equity contribution to Cingular, a significant portion of the acquisition’s purchase price. Based on our 60% equity ownership of Cingular, and after taking into account cash on hand at AT&T Wireless, we provided additional equity of approximately $21,600 to fund the purchase price. See above discussion, “Cash from Financing Activities,” for details on borrowings we incurred to finance this amount.

As a result of this transaction, we recorded the $21,600 contributed to Cingular as an increase in “Investments in and Advances to Cingular Wireless.” We recorded the components of this contribution by recording the related $8,750 of debt issued as “Debt maturing within one year” and “Long-Term Debt,” and a reduction in “Cash and cash equivalents” of $12,850. In connection with funding our equity contribution to Cingular, on October 26, 2004, we borrowed $8,750 through drawings from our $12,000, 364-day revolving credit facility, which we entered into on October 12, 2004. We repaid this borrowing with proceeds from commercial paper borrowings. On November 3, 2004, we issued $5,000 in long-term debt to partially repay these commercial paper borrowings. The $5,000 of long-term debt consisted of $2,250 of 4.125% 5-year notes, $2,250 of 5.100% 10-year notes and $500 of 6.150% 30-year bonds.

In April 2004, we entered into interest rate forward contracts with a notional amount of $5,250 to partially hedge interest expense related to financing of Cingular’s acquisition of AT&T Wireless. During the third quarter we utilized a notional amount of $1,500 of these interest rate forward contracts, and incurred settlement costs of $52, by issuing $1,500 of long-term debt of which $750 matures in June 2016 with the remainder maturing in June 2034. The settlement costs are accounted for as a component of “Other comprehensive income” and are being amortized as interest expense over the term of the interest payments of the related debt issuances. On November 3, 2004 we issued additional long-term debt and utilized the remaining amount of our interest rate forward contracts for a settlement cost of $250, which will be accounted for as previously discussed.

Effective August 1, 2004, we and BellSouth agreed to finance Cingular’s capital and operating cash requirements to the extent Cingular requires funding above the level provided by operations. Cingular’s Board of Directors also approved the termination of its bank credit facilities and its intention to cease issuing commercial paper and long-term debt. In addition, we and BellSouth entered into a one-year revolving credit agreement with Cingular to provide short-term financing for operations on a pro rata basis at an interest rate of LIBOR plus 0.05%. The agreement is renewable annually upon agreement of the parties. This agreement includes a provision for the repayment of our and BellSouth’s advances made to Cingular in the event there are no outstanding amounts due under the revolving credit agreement and to the extent Cingular has excess cash, as defined by the agreement. At December 31, 2004, our share of advances to Cingular related to this revolving credit agreement was approximately $1,002 and was reflected as an increase in “Investments in and Advances to Cingular Wireless” on our Consolidated Balance Sheet.

The upgrade, integration and expansion of the Cingular and AT&T Wireless networks and the networks acquired in a transaction with Triton PCS will require substantial amounts of capital over the next several years. Including the incremental capital requirements during 2005 as a result of the AT&T Wireless acquisition, Cingular expects 2005 capital investments for completing network upgrades, integrating its network with that of AT&T Wireless and funding other ongoing capital expenditures to be approximately $6,800 to $7,200, including Cingular’s recently announced plans to deploy 3G UMTS network technology with HSDPA over the next two years.

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, 2004. 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 93% of our purchase obligations are in our wireline segment and the remainder is attributable to commitments in our directory segment for paper and printing services. Due to the immaterial value of our capital lease obligations, they have been included with long-term debt. Our total capital lease obligations are $35, with approximately $7 to be paid in less than one year. The table does not include the fair value of our interest rate swaps of $79 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 $15,660; postemployment benefit obligations (see Note 10) of $9,076; unamortized investment tax credits of $188; and other noncurrent liabilities of $3,290, which included supplemental retirement plan liabilities (see Note 10) and deferred lease revenue from our agreement with SpectraSite, Inc. (see Note 5). Additionally, included in “Other current liabilities” on the Consolidated Balance Sheet was $350 of preferred stock in subsidiaries that may be redeemed at any time by holders of those subsidiaries’ securities (see Note 8). The table below does not include this amount because it is not certain when this liability will come due.

Payments Due By Period

			Less than						More than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years
Long-term debt obligations 1, 2	$	22,631	$	1,337	$	3,551	$	3,885	$	13,858
Commercial paper obligations		4,397		4,397		-		-		-
Operating lease obligations		1,286		327		435		267		257
Purchase obligations		1,999		719		815		249		216
Retirement benefit funding obligation		1,000		-		-		-		1,000
Total Contractual Obligations	$	31,313	$	6,780	$	4,801	$	4,401	$	15,331

^{1 Included in the "Less than 1 Year" column is $239 of 5.95% debentures due to an exercise of a put option. (See Note 7)}

^{2 Included in the "More than 5 Years" column is $1,000 of 4.18% Puttable Reset Securities (PURS) maturing in 2021 with a put option by holder in 2005 and $125 of 6.35% debentures maturing in 2026 with a put option by holder in 2006. (See Note 7)}

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 stockholder 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, 2004. 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, 2004.

Maturity

															Fair
											After				Value
	2005		2006		2007		2008		2009		2009		Total		12/31/04
Interest Rate Derivatives
Interest Rate Swaps:
Receive Fixed/Pay Variable
Notional Amount		-	$	1,000		-		-		-	$	3,250	$	4,250	$	79
Variable Rate Payable 1		4.6%		5.0%		5.5%		5.7%		5.9%		6.4%
Weighted-Average Fixed
Rate Receivable		6.0%		6.0%		6.0%		6.0%		6.0%		6.0%

^{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.}

At December 31, 2004, we had interest rate swaps with a notional value of $4,250 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.

In April 2004, we entered into interest rate forward contracts with a notional amount of $5,250 to partially hedge interest expense related to financing Cingular’s acquisition of AT&T Wireless. During the third quarter of 2004, we utilized a notional amount of $1,500 of these interest rate forward contracts, and incurred settlement costs of $52 ($34 net of tax benefit), by issuing $1,500 of long-term debt of which $750 matures in June 2016, with the remainder maturing in June 2034. The settlement costs are accounted for as a component of “Other comprehensive income” and are being amortized as interest expense over the term of the interest payments of the related debt issuances. During the fourth quarter of 2004, we issued additional long-term debt and utilized the remaining amount of our interest rate forward contracts for a settlement cost of $250 ($162 net of tax benefit), which will be accounted for as previously mentioned.

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. Interest rate forward contracts were utilized to hedge interest expense related to financing Cingular’s acquisition of AT&T Wireless. 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.

Issuer Equity Repurchases

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; this authorization expires at the end of 2008. During 2004, we repurchased approximately 17 million shares at a cost of $448, as shown below.

	Total	Average	Total Number of Shares	Maximum Number of
	Number of	Price	Purchased as Part of	Shares that May Yet Be
	Shares	Paid per	Publicly Announced	Purchased Under the
Purchase Period	Purchased	Share	Plans or Programs	Plans or Programs
October 27, 2004 -	1,000,000	$ 25.10	1,000,000	349,000,000
October 28, 2004
November 1, 2004 -
November 17, 2004	16,250,000	$ 26.00	16,250,000	332,750,000
Total	17,250,000	$ 25.95	17,250,000	332,750,000

Certification by the Chief Executive Officer

As required under the rules of the New York Stock Exchange (NYSE), our chief executive officer has timely submitted to the NYSE his annual certification that he is not aware of any violation by the company of NYSE corporate governance standards. Also as required under the rules of the NYSE, readers are advised that the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 are not included in this report but instead are included as exhibits to our Annual Report on Form 10-K for 2004.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this report contains forward-looking statements that are subject to risks and uncertainties, and actual results could differ materially. 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:

• Adverse economic changes in the markets served by us or in countries in which we have significant investments.
• Changes in available technology and the effects of such changes including product substitutions and deployment costs.
• Uncertainty in the U.S. securities market and adverse medical cost trends.
• The final outcome of Federal Communications Commission proceedings and reopenings of such proceedings, including the Triennial Review and other rulemakings, and judicial review, if any, of such proceedings, including issues relating to access charges, broadband deployment, availability and pricing of, unbundled network elements and platforms (UNE-Ps) and unbundled loop and transport elements (EELs).
• The final outcome of regulatory proceedings in our 13-state area and reopenings 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, broadband deployment including Project Lightspeed, performance measurement plans, service standards and traffic compensation.
• Enactment of additional state, federal and/or foreign regulatory and tax laws and regulations pertaining to our subsidiaries and foreign investments.
• Our ability to absorb revenue losses caused by increasing competition, including offerings using alternative technologies (e.g., cable, wireless and VoIP) and UNE-P requirements, and to maintain capital expenditures.
• The extent of competition in our 13-state area and the resulting pressure on access line totals and wireline and wireless operating margins.
• Our ability to develop attractive and profitable product/service offerings to offset increasing competition in our wireline and wireless markets.
• 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 nonregulation of comparable alternative technologies (e.g., VoIP).
• The timing, extent and cost of deployment of our Project Lightspeed broadband initiative and the development of attractive and profitable service offerings.
• The issuance by the Financial Accounting Standards Board or other accounting oversight bodies of new accounting standards or changes to existing standards.
• The issuance by the Internal Revenue Service and/or state tax authorities of new tax regulations or changes to existing standards and actions by federal, state or local tax agencies and judicial authorities with respect to applying applicable tax laws and regulations.
• 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, network upgrades, technological advancements, industry consolidation including the acquisition of AT&T Wireless and availability and cost of capital.
• Cingular’s failure to achieve, in the amounts and within the timeframe expected, the capital and expense synergies and other benefits expected from its acquisition of AT&T Wireless and our costs in financing our portion of the merger’s purchase price.
• The impact of our pending acquisition of AT&T, including our ability to obtain governmental approvals of the acquisition on the proposed terms and schedule; the failure of AT&T stockholders to approve the transaction; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the acquisition may not be fully realized or may take longer to realize than expected; disruption from the acquisition making it more difficult to maintain relationships with customers, employees or suppliers; and competition and its effect on pricing, spending, third-party relationships and revenues.
• 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

		2004			2003			2002
Operating Revenues
Voice	$	20,796		$	21,986		$	24,636
Data		10,984			10,150			9,639
Long-distance voice		3,297			2,561			2,324
Directory advertising		3,832			3,894			4,056
Other		1,878			1,907			2,166
Total operating revenues		40,787			40,498			42,821
Operating Expenses
Cost of sales (exclusive of depreciation and amortization shown
separately below)		17,383			16,739			16,474
Selling, general and administrative		9,939			9,605			9,331
Depreciation and amortization		7,564			7,870			8,578
Total operating expenses		34,886			34,214			34,383
Operating Income		5,901			6,284			8,438
Other Income (Expense)
Interest expense		(1,023	)		(1,242	)		(1,382	)
Interest income		492			603			561
Equity in net income of affiliates		873			1,253			1,921
Other income (expense) - net		922			1,818			733
Total other income (expense)		1,264			2,432			1,833
Income Before Income Taxes		7,165			8,716			10,271
Income taxes		2,186			2,857			2,910
Income From Continuing Operations		4,979			5,859			7,361
Income From Discontinued Operations, net of tax		908			112			112
Income Before Extraordinary Item and Cumulative Effect of
Accounting Changes		5,887			5,971			7,473
Extraordinary item, net of tax		-			(7	)		-
Cumulative effect of accounting changes, net of tax		-			2,541			(1,820	)
Net Income	$	5,887		$	8,505		$	5,653
Earnings Per Common Share:
Income From Continuing Operations	$	1.50		$	1.77		$	2.21
Income Before Extraordinary Item and Cumulative Effect of
Accounting Changes	$	1.78		$	1.80		$	2.24
Net Income	$	1.78		$	2.56		$	1.70
Earnings Per Common Share - Assuming Dilution:
Income From Continuing Operations	$	1.50		$	1.76		$	2.20
Income Before Extraordinary Item and Cumulative Effect of
Accounting Changes	$	1.77		$	1.80		$	2.23
Net Income	$	1.77		$	2.56		$	1.69

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,

		2004			2003
Assets
Current Assets
Cash and cash equivalents	$	760		$	4,806
Short-term investments		99			378
Accounts receivable - net of allowances for uncollectibles
of $881 and $908		5,480			6,160
Prepaid expenses		746			760
Deferred income taxes		566			741
Other current assets		890			926
Assets of discontinued operations		-			252
Total current assets		8,541			14,023
Property, Plant and Equipment - Net		50,046			52,128
Goodwill		1,625			1,611
Investments in Equity Affiliates		1,798			6,924
Investments in and Advances to Cingular Wireless		33,687			11,003
Other Assets		13,147			14,544
Total Assets	$	108,844		$	100,233
Liabilities and Stockholders’ Equity
Current Liabilities
Debt maturing within one year	$	5,734		$	1,879
Accounts payable and accrued liabilities		10,038			10,658
Accrued taxes		1,787			402
Dividends payable		1,065			1,033
Liabilities of discontinued operations		310			328
Total current liabilities		18,934			14,300
Long-Term Debt		21,231			16,097
Deferred Credits and Other Noncurrent Liabilities
Deferred income taxes		15,621			15,070
Postemployment benefit obligation		9,076			12,691
Unamortized investment tax credits		188			220
Other noncurrent liabilities		3,290			3,607
Total deferred credits and other noncurrent liabilities		28,175			31,588
Stockholders’ 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, 2004 and 2003)		3,433			3,433
Capital in excess of par value		12,804			13,010
Retained earnings		29,352			27,635
Treasury shares (132,212,645 at December 31, 2004 and
127,889,010 at December 31, 2003, at cost)		(4,535	)		(4,698	)
Additional minimum pension liability adjustment		(190	)		(1,132	)
Accumulated other comprehensive income		(360	)		-
Total stockholders’ equity		40,504			38,248
Total Liabilities and Stockholders’ Equity	$	108,844		$	100,233

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

		2004			2003			2002
Operating Activities
Net income	$	5,887		$	8,505		$	5,653
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		7,564			7,870			8,578
Undistributed earnings from investments in equity affiliates		(542	)		(965	)		(1,586	)
Provision for uncollectible accounts		761			846			1,381
Amortization of investment tax credits		(32	)		(24	)		(30	)
Deferred income tax expense		646			3,446			2,474
Net gain on sales of investments		(939	)		(1,775	)		(794	)
Extraordinary item, net of tax		-			7			-
Cumulative effect of accounting changes, net of tax		-			(2,541	)		1,820
Income from discontinued operations, net of tax		(908	)		(112	)		(112	)
Retirement benefit funding		(2,232	)		(1,645	)		(3	)
Changes in operating assets and liabilities:
Accounts receivable		(81	)		(338	)		(530	)
Other current assets		(102	)		(14	)		472
Accounts payable and accrued liabilities		777			511			(1,919	)
Other - net		156			(414	)		(268	)
Total adjustments		5,068			4,852			9,483
Net Cash Provided by Operating Activities		10,955			13,357			15,136
Investing Activities
Construction and capital expenditures		(5,099	)		(5,219	)		(6,808	)
Investments in affiliates - net		(22,660	)		-			(139	)
Purchases of held-to-maturity securities		(135	)		(710	)		(1	)
Maturities of held-to-maturity securities		499			248			2
Dispositions		6,622			3,020			4,349
Acquisitions		(74	)		(8	)		(731	)
Proceeds from note repayment		50			-			-
Purchases of other investments		-			(436	)		-
Proceeds from sales of other investments		50			-			-
Net Cash Used in Investing Activities		(20,747	)		(3,105	)		(3,328	)
Financing Activities
Net change in short-term borrowings with original maturities of
three months or less		3,398			(78	)		(1,791	)
Issuance of other short-term borrowings		-			-			4,618
Repayment of other short-term borrowings		-			(1,070	)		(7,718	)
Issuance of long-term debt		6,461			-			2,251
Repayment of long-term debt		(881	)		(3,098	)		(1,499	)
Purchase of treasury shares		(448	)		(490	)		(1,456	)
Issuance of treasury shares		216			102			147
Issuance of preferred shares of subsidiaries		-			-			43
Dividends paid		(4,141	)		(4,539	)		(3,557	)
Other		-			-			(56	)
Net Cash Provided by (Used in) Financing Activities		4,605			(9,173	)		(9,018	)
Net increase (decrease) in cash and cash equivalents from continuing operations		(5,187	)		1,079			2,790
Net increase in cash and cash equivalents from discontinued operations		1,141			156			77
Net increase (decrease) in cash and cash equivalents		(4,046	)		1,235			2,867
Cash and cash equivalents beginning of year		4,806			3,571			704
Cash and Cash Equivalents End of Year	$	760		$	4,806		$	3,571

The accompanying notes are an integral part of the consolidated financial statements.

SBC Communications Inc.
Consolidated Statements of Stockholders’ Equity

Dollars in millions except per share amount

2004 2003 2002

	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			$	13,010				$	12,999				$	12,820
Issuance of shares				(315	)				(181	)				(165	)
Stock option expense				75					183					390
Other				34					9					(46	)
Balance at end of year			$	12,804				$	13,010				$	12,999
Retained Earnings
Balance at beginning of year			$	27,635				$	23,802				$	21,737
Net income ($1.78, $2.56 and $1.70 per share)				5,887					8,505					5,653
Dividends to stockholders ($1.26, $1.41 and $1.08 per share)				(4,170	)				(4,674	)				(3,591	)
Other				-					2					3
Balance at end of year			$	29,352				$	27,635				$	23,802
Treasury Shares
Balance at beginning of year	(128	)	$	(4,698	)	(115	)	$	(4,584	)	(79	)	$	(3,482	)
Purchase of shares	(17	)		(448	)	(21	)		(490	)	(44	)		(1,456	)
Issuance of shares	13			611		8			376		8			354
Balance at end of year	(132	)	$	(4,535	)	(128	)	$	(4,698	)	(115	)	$	(4,584	)
Additional Minimum Pension Liability Adjustment
Balance at beginning of year			$	(1,132	)			$	(1,473	)			$	-
Required adjustments (net of taxes of $578, $210 and $904)				942					341					(1,473	)
Balance at end of year			$	(190	)			$	(1,132	)			$	(1,473	)
Accumulated Other Comprehensive Income, net of tax
Balance at beginning of year			$	-				$	(978	)			$	(1,589	)
Currency translation adjustments:
Foreign currency translation adjustment,
net of taxes of $(17), $302 and $258				(31	)				561					480
Less reclassification adjustment for cumulative currency
translation adjustments realized in net income				(97	)				-					148
Net unrealized gains (losses) on securities:
Unrealized gains (losses), net of taxes of $102, $264 and $(19)				189					536					(38	)
Less reclassification adjustment realized in net income				(225	)				(119	)				7
Less reclassification adjustment for loss included in
deferred revenue				-					-					14
Unrealized gains (losses) on cash flow hedges, net of taxes of $(106)				(196	)				-					-
Other comprehensive income (loss)				(360	)				978					611
Balance at end of year			$	(360	)			$	-				$	(978	)
Total Comprehensive Income
Net income			$	5,887				$	8,505				$	5,653
Additional minimum pension liability adjustments per above				942					341					(1,473	)
Other comprehensive income (loss) per above				(360	)				978					611
Total Comprehensive Income			$	6,469				$	9,824				$	4,791

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 internationally (primarily in Latin America) 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 (FIN 46(R)) to clarify some of the provisions. The revision delayed the effective date for application of FIN 46(R) 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. 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 accordance with the provisions of FIN 46(R), we performed a quantitative study of potential cash flows of Cingular, covering a wide range of scenarios that valued Cingular significantly above and below the estimated fair value of Cingular. The probability of these scenarios was assessed to establish the weighted-average amount that these scenarios were both above and below the average of all the scenarios. These are the "residual returns" and "expected losses" as defined by FIN 46(R). As Cingular's total capitalization has a high equity component, the "expected losses" of the FIN 46(R) calculations were significantly below not only the fair value of Cingular's equity, but also its book value. Therefore, we determined that Cingular did not qualify for consolidation by us under the provisions of FIN 46(R), and our accounting treatment of our investment in Cingular remained unchanged. Cingular's acquisition of AT&T Wireless Services Inc. (AT&T Wireless) (see Note 16) was accomplished entirely through equity contributions to Cingular; Cingular's debt increased only by the amount of AT&T Wireless public debt assumed in connection with the acquisition. When we reassessed whether Cingular should be consolidated under FIN 46(R), primarily because of the large increase in the fair value of Cingular's equity as a result of the transaction, we concluded the acquisition of AT&T Wireless did not change our accounting for Cingular under FIN 46(R).

In May 2004, in response to the federal Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act), the FASB issued final guidance on how employers that provide postretirement health care benefits should account for the Medicare Act (referred to as FSP FAS 106-2). FSP FAS 106-2 requires us to account for the Medicare Act as an actuarial gain or loss. As allowed under the FASB's preliminary guidance (referred to as FSP FAS 106-1), we initially accounted for the Medicare Act as a plan amendment and recorded the adjustment in the amortization of our liability, from the December 2003 date of enactment of the Medicare Act. Because our initial accounting for the effects of the Medicare Act differed from the final guidance issued, in accordance with FSP FAS 106-2, we restated our first-quarter 2004 results to reflect the recognition as an actuarial gain or loss. While the gain realized from the Medicare Act is the same amount when recognized as an actuarial gain or loss instead of as a plan amendment, the gain is recognized over a longer period of time, which decreases the annual impact on our results. This restatement decreased our first-quarter 2004 net income approximately $11 (with no tax effect), or less than $0.01 per diluted share. Due to the immaterial impact of the change in accounting on 2003 (since the Medicare Act was enacted in December), we did not record a cumulative effect of accounting change as of January 1, 2004. (See Note 10)

On December 16, 2004, the FASB issued FASB Statement No. 123 (revised 2004), "Share-Based Payment" (FAS 123(R)), which is a revision of FASB Statement No. 123, "Accounting for Stock-Based Compensation" (FAS 123). FAS 123(R) supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees," and amends FASB Statement No. 95, "Statement of Cash Flows." Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

FAS 123(R) must be adopted no later than July 1, 2005. FAS 123(R) permits public companies to adopt its requirements using the following methods:

• The "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of FAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of FAS 123 for all awards granted to employees prior to the effective date of FAS 123(R) that remain unvested on the effective date.
• The "modified retrospective" method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under FAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

We are still considering which method to adopt under FAS 123(R). We adopted the fair-value-based method of accounting for share-based payments allowed under FAS 123 effective January 1, 2002, using the retroactive restatement method of adoption described in FASB Statement No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure." This included restatement of results from January 1, 2000 forward as those were the years for which audited income statements were included in the 2002 SBC Annual Report. Upon adoption of FAS 123(R), if we were to adopt the retrospective method, we would also restate results for 1994 through 1999 for the effects on our equity. We are currently using the Black-Scholes option pricing model to estimate the value of stock options granted to employees and expect to continue to use this acceptable option valuation model upon the required adoption of FAS 123(R). We anticipate that adoption of FAS 123(R) will not have a material impact on compensation expense. However, there are possible income tax consequences (see Note 9).

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (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.

Reclassifications - We have reclassified certain amounts in prior-period financial statements to conform to the current period's presentation, including those related to our discontinued operations (see Note 17).

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. Management reviews these items regularly in light of changes in tax laws and court rulings at both federal and state levels. Our income tax returns are regularly audited and reviewed by the Internal Revenue Service (IRS) and state taxing authorities. The IRS has completed field examinations for all tax years through 1999, and examinations of subsequent years are in progress. The IRS has issued assessments challenging the timing and amounts of various deductions for the 1997-1999 period. We paid the taxes on these assessments and filed refund claims, which the IRS has denied. We are currently considering remediation options, which include litigation. The resolution of this litigation is not expected to have any material adverse impact on the financial statements.

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. At December 31, 2004, we held $261 in cash, $423 in money market funds and $76 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, net of tax, on available-for-sale securities 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 does 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.

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 permits a more meaningful comparison between our directory segment and other publishing companies (or publishing segment s 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 pretax income and our directory segment income for 2003 by $80 ($49 net of tax, or $0.01 per diluted share).

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.

In addition, in 2003, TDC A/S (TDC), the Danish communications company in which we then held 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 pretax 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.

The carrying value of our goodwill at December 31, 2004 of $1,625 was allocated to the following segments: $724 to Wireline; $8 to Directory; and $893 to Other. Our amortized intangible assets, consisting primarily of customer lists, trademarks, and internally developed and purchased software had a gross carrying value of $1,122 and accumulated amortization of $719 at December 31, 2004. Our unamortized intangible assets, consisting of wireless licenses, had a gross carrying value of $25 at December 31, 2004.

At December 31, 2003, the carrying value of our goodwill of $1,611 was allocated to the following segments: $717 to Wireline; $8 to Directory; and $886 to Other. Our amortized intangible assets had a gross carrying value of $2,100 and accumulated amortization of $691 at December 31, 2003. Our unamortized intangible assets had a gross carrying value of $23 at December 31, 2003.

Adjusted results
The amounts in the following table have been adjusted assuming that we had retroactively applied to 2002 the new directory and depreciation accounting methods, discussed above.

Year Ended December 31,		2004		2003			2002
Income before extraordinary item and cumulative effect of
accounting changes - as reported	$	5,887	$	5,971		$	7,473
Directory change, net of tax		-		-			(107	)
Depreciation change, net of tax		-		-			172
Income before extraordinary item and cumulative effect of
accounting changes - as adjusted	$	5,887	$	5,971		$	7,538
Basic earnings per share:
Income before extraordinary item and cumulative effect of
accounting changes - as reported	$	1.78	$	1.80		$	2.24
Directory change, net of tax		-		-			(0.03	)
Depreciation change, net of tax		-		-			0.05
Income before extraordinary item and cumulative effect of
accounting changes - as adjusted	$	1.78	$	1.80		$	2.26
Diluted earnings per share:
Income before extraordinary item and cumulative effect of
accounting changes - as reported	$	1.77	$	1.80		$	2.23
Directory change, net of tax		-		-			(0.03	)
Depreciation change, net of tax		-		-			0.05
Income before extraordinary item and cumulative effect of
accounting changes - as adjusted	$	1.77	$	1.80		$	2.25
Net income - as reported	$	5,887	$	8,505		$	5,653
Remove extraordinary item and cumulative effect
of accounting changes		-		(2,534	)		-
Directory change, net of tax		-		-			(107	)
Depreciation change, net of tax		-		-			172
Net income - as adjusted	$	5,887	$	5,971		$	5,718
Basic earnings per share:
Net income - as reported	$	1.78	$	2.56		$	1.70
Remove extraordinary item and cumulative effect
of accounting changes		-		(0.76	)		-
Directory change, net of tax		-		-			(0.03	)
Depreciation change, net of tax		-		-			0.05
Net income - as adjusted	$	1.78	$	1.80		$	1.72
Diluted earnings per share:
Net income - as reported	$	1.77	$	2.56		$	1.69
Remove extraordinary item and cumulative effect
of accounting changes		-		(0.76	)		-
Directory change, net of tax		-		-			(0.03	)
Depreciation change, net of tax		-		-			0.05
Net income - as adjusted	$	1.77	$	1.80		$	1.71

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 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. Goodwill is not amortized but is tested annually for impairment. We have completed our annual impairment testing for 2004 and determined that no impairment exists. During 2004, the carrying amount of our goodwill increased which included acquisitions by our subsidiaries.

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 (see Note 8). We account for our interest rate swaps using mark-to-market accounting and include gains or losses from interest rate swaps when paid or received in interest expense on our Consolidated Statements of Income. Amounts paid or received on interest rate forward contracts are amortized over the period of the related interest payments.

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 FAS 123. Under this method, the estimated fair value of the options granted is amortized to expense over the options’ vesting period. In December 2004, the FASB revised FAS 123 (FAS 123(R)) which among other items, requires the expensing of stock-based compensation. The statement is effective for the first interim or annual period beginning after June 15, 2005. As we had previously adopted the expensing provisions of FAS 123, we do not expect FAS 123(R) to have a significant effect on our compensation expense when adopted.

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

Acquisitions – In December 2004, our subsidiary Sterling Commerce, Inc. (Sterling), agreed to acquire Yantra Corporation (Yantra) for approximately $170 in cash. Yantra is a provider of distributed order management and supply chain fulfillment solutions. This transaction closed on January 25, 2005.

In November 2004, a subsidiary in our directory segment entered into a joint venture agreement with BellSouth Corporation (BellSouth) and purchased the internet directory provider YellowPages.com (YPC) for approximately $98, our portion of which was $65.

Dispositions – In September 2004, we sold our interest in the directory advertising business in Illinois and northwest Indiana to R.H. Donnelley Corporation (Donnelley) for net proceeds of approximately $1,397. The sale included SBC’s interest in DonTech II Partnership, a partnership between Donnelley and SBC that was the exclusive sales agent for Yellow Pages advertising in those two areas. This transaction closed in the third quarter of 2004 and we recorded a gain of approximately $1,357 ($827 net of tax) in our third-quarter 2004 financial results. During the third quarter of 2004, we changed our reporting for this portion of the directory business to discontinued operations (see Note 17).

During 2004, we sold our investment in Danish telecommunications provider TDC for approximately $2,864 in cash. We reported a net loss of approximately $138 ($66 net of tax). The details of this disposition follow.

In June 2004, we sold approximately 69.4 million shares of TDC for approximately $2,125 in cash. Approximately 51.3 million shares were sold to certain institutional investors located in Europe, the United States and elsewhere. TDC also repurchased 18.1 million shares. After this transaction, we owned approximately 20.6 million shares of TDC. We reported a loss of approximately $191 ($101 net of tax) in our second-quarter 2004 financial results due to this transaction.

As a result of this June transaction, SBC-designated directors resigned all of their board seats and we removed all of our employees from day-to-day operations at TDC. Accordingly, as we no longer exerted significant influence on TDC’s operations, we were required to change from the equity method of accounting to the cost method of accounting for our remaining interest in TDC during June 2004. Therefore, we ceased recording proportionate results from TDC as equity income in our financial results from the date of this transaction.

We had previously agreed to not sell our remaining approximate 20.6 million shares of TDC until December 6, 2004, subject to various exceptions, including for sales made with the prior written consent of the investment banks that conducted the sale of a portion of our shares in TDC in June of 2004. However, we received approval by those banks on November 3, 2004, and sold our remaining approximate 20.6 million shares of TDC for approximately $739 in cash. We reported a gain of approximately $53 ($35 net of tax) in our fourth-quarter 2004 financial results due to this transaction.

During 2004, we also sold our investment in South African telecommunications provider Telkom S.A. Limited (Telkom) for approximately $1,186 in cash. We reported a loss of approximately $82 ($55 net of tax). The details of this disposition follow.

In June 2004, we sold approximately 50% of our stake in Telkom for approximately $543 in cash to South African and international institutional investors. We reported a loss of approximately $68 ($45 net of tax) in our second-quarter 2004 financial results due to this transaction. Because we retained significant representation on Telkom’s board of directors and participation and influence on operations, we continued to use the equity method of accounting for our then-remaining interest in Telkom.

We had previously agreed to not sell any of our remaining interest prior to the date of the release of Telkom’s interim financial results (which was scheduled for November 15, 2004), subject to various exceptions, including for sales made with the prior written consent of the investment banks that conducted the sale of a portion of our shares in Telkom in June of 2004. We received the written consent of those investment banks and in November 2004, we sold our remaining interest in Telkom for approximately $643 in cash. We reported a loss of approximately $14 ($10 net of tax) in our fourth-quarter 2004 financial results due to this transaction.

In March 2004, in connection with Belgacom S.A.‘s (Belgacom) initial public offering (IPO), we disposed of our entire investment in Belgacom. Both our investment and TDC’s investment in Belgacom were held through Belgacom’s minority stockholder, ADSB Telecommunications B.V. (ADSB). In a series of transactions culminating with the IPO, we reported a combined direct and indirect net gain of approximately $1,067 ($715 net of tax) in our 2004 financial results. Approximately $235 of this pretax gain was reported as equity income, reflecting our indirect ownership though TDC (which also disposed of its interest). We received approximately $2,063 in cash from the disposition of our direct interest.

Net proceeds from the 2004 dispositions of our international investments were generally used to fund our share of the purchase price paid by Cingular to acquire AT&T Wireless. See Note 16 for additional information on this acquisition.

In October 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 at the time of the agreement. 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 pretax 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 pretax 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 stockholder 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 pretax 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 pretax gain of approximately $455. In the third quarter of 2003, we sold the BCE stock for $191 in cash and recorded a pretax gain of approximately $31.

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. 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. 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).

Valuation Adjustments – In January 2002, we purchased from América Móvil S.A. de C.V. (América Móvil) its approximately 50% interest in Cellular Communications of Puerto Rico (CCPR) for cash and a note redeemable for our investment in Telecom Américas Ltd. (Telecom Américas). We retained the right to settle the note by delivering Telecom Américas shares. This represented a forward sale of our interest in Telecom Américas. In connection with this transaction, we reviewed the values at which we would carry CCPR and our interest in Telecom Américas 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). América Móvil exercised its option to acquire our shares of Telecom Américas in July 2002.

All other cost investments accounted for under Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (FAS 115) are periodically reviewed 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.

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.

Note 3. Earnings Per Share

A reconciliation of the numerators and denominators of basic earnings per share and diluted earnings per share for income from continuing operations for the years ended December 31, 2004, 2003 and 2002 are shown in the table below:

Year Ended December 31,		2004		2003		2002
Numerators
Numerator for basic earnings per share:
Income from continuing operations	$	4,979	$	5,859	$	7,361
Dilutive potential common shares:
Other stock-based compensation		9		9		7
Numerator for diluted earnings per share	$	4,988	$	5,868	$	7,368
Denominators
Denominator for basic earnings per share:
Weighted-average number of common
shares outstanding (000,000)		3,310		3,318		3,330
Dilutive potential common shares (000,000):
Stock options		2		1		8
Other stock-based compensation		10		10		10
Denominator for diluted earnings per share		3,322		3,329		3,348
Basic earnings per share
Income from continuing operations	$	1.50	$	1.77	$	2.21
Income from discontinued operations		0.28		0.03		0.03
Extraordinary item		-		-		-
Cumulative effect of accounting changes		-		0.76		(0.54)
Net income	$	1.78	$	2.56	$	1.70
Diluted earnings per share
Income from continuing operations	$	1.50	$	1.76	$	2.20
Income from discontinued operations		0.27		0.04		0.03
Extraordinary item		-		-		-
Cumulative effect of accounting changes		-		0.76		(0.54)
Net income	$	1.77	$	2.56	$	1.69

At December 31, 2004, 2003 and 2002, we had issued and outstanding options to purchase approximately 214 million, 231 million and 229 million shares of SBC common stock. The exercise prices of options to purchase a weighted average of 191 million, 212 million and 180 million shares in 2004, 2003, and 2002 exceeded the average market price of SBC stock. Accordingly, we did not include these amounts in determining the dilutive potential common shares for the respective periods. At December 31, 2004, the exercise price of 32 million share options were below market price. Of these options, 16 million will expire by the end of 2007.

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 both retail and wholesale landline telecommunications services, including local and long-distance voice, switched access, data and messaging services and satellite television services through our agreement with EchoStar Communications Corp. (EchoStar).

The Cingular segment reflects 100% of the results reported by Cingular, our wireless joint venture, excluding the effects of Cingular’s February 2005 announcement. In February 2005, we announced we were recording a charge against fourth-quarter 2004 results to reflect the correction of an error relating to the lease accounting practices of Cingular. Cingular restated previous financial results. Our prior-years’ financial results were not restated due to the immateriality of this adjustment to the results of operations, cash flows and financial position for the current year or any individual or prior period. As a result of the charge, we reduced our fourth-quarter 2004 equity in net income of affiliates by approximately $105. This charge does not affect Cingular’s cash flows and is primarily related to the timing of recording rental expense which would balance out over the life of the affected operating leases. Because this was a noncash charge which had an immaterial impact on reported segment results for the periods presented and since the information we used during the years presented to analyze this segment did not include this adjustment, in the segment tables following we present 100% of Cingular’s revenues and expenses excluding this adjustment under “Total segment operating revenues” and “Total segment operating expenses.” The $105 reduction to equity in net income of affiliates is reflected in the “Other” segment for the 2004 operating results. 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. For segment reporting, we report this equity in net income of affiliates in our other segment.

The directory segment includes our directory operations, including Yellow and White Pages advertising and electronic publishing. Results for this segment are shown under the amortization method which means that revenues and direct expenses are recognized ratably over the life of the directory title, typically 12 months. Results for all periods presented in this segment have been restated to reflect the sale of our interest in the directory advertising business in Illinois and northwest Indiana to Donnelley (see Note 2).

Our international segment includes all investments with primarily international operations. The other segment includes results from paging services, all corporate and other operations as well as the Cingular equity income, 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 ($26,830 in 2004 and $5,118 in 2003).

Segment results, including a reconciliation to SBC consolidated results, for 2004, 2003 and 2002 are as follows:

At December 31, 2004 or for the year ended Wireline Cingular Directory International Other Consolidation
and Elimination Cingular
Elimination Consolidated
Results

Revenues from external customers	$	36,857	$	19,436		$	3,665	$	22		$	243		$	-		$	(19,436	)	$	40,787
Intersegment revenues		30		-			94		-			1			(125	)		-			-
Total segment operating revenues		36,887		19,436			3,759		22			244			(125	)		(19,436	)		40,787
Operations and support expenses		25,809		14,834			1,644		31			(37	)		(125	)		(14,834	)		27,322
Depreciation and amortization expenses		7,454		3,079			9		-			101			-			(3,079	)		7,564
Total segment operating expenses		33,263		17,913			1,653		31			64			(125	)		(17,913	)		34,886
Segment operating income		3,624		1,523			2,106		(9	)		180			-			(1,523	)		5,901
Interest expense		-		900			-		-			-			1,023			(900	)		1,023
Interest income		-		12			-		-			-			492			(12	)		492
Equity in net income of affiliates		-		(390	)		-		812			61			-			390			873
Other income (expense) – net		-		(82	)		-		-			-			922			82			922
Segment income before income taxes		3,624		163			2,106		803			241			391			(163	)		7,165
Segment assets		66,131		82,284			3,153		14,041			107,825			(82,306	)		(82,284	)		108,844
Investment in equity method investees		-		2,723			63		1,494			27,071			-			(2,723	)		28,628
Expenditures for additions to long-lived assets		4,999		3,463			1		-			99			-			(3,463	)		5,099

At December 31, 2003 or for the year ended Wireline Cingular Directory International Other Consolidation
and Elimination Cingular
Elimination Consolidated
Results

Revenues from external customers	$	36,508	$	15,483		$	3,701	$	30		$	259	$	-		$	(15,483	)	$	40,498
Intersegment revenues		32		-			72		-			4		(108	)		-			-
Total segment operating revenues		36,540		15,483			3,773		30			263		(108	)		(15,483	)		40,498
Operations and support expenses		24,735		11,105			1,637		47			33		(108	)		(11,105	)		26,344
Depreciation and amortization expenses		7,763		2,089			21		-			86		-			(2,089	)		7,870
Total segment operating expenses		32,498		13,194			1,658		47			119		(108	)		(13,194	)		34,214
Segment operating income		4,042		2,289			2,115		(17	)		144		-			(2,289	)		6,284
Interest expense		-		856			-		-			-		1,242			(856	)		1,242
Interest income		-		14			-		-			-		603			(14	)		603
Equity in net income of affiliates		-		(323	)		-		606			647		-			323			1,253
Other income (expense) – net		-		(74	)		-		-			-		1,818			74			1,818
Segment income before income taxes		4,042		1,050			2,115		589			791		1,179			(1,050	)		8,716
Segment assets		68,450		25,526			2,638		14,339			68,281		(53,475	)		(25,526	)		100,233
Investment in equity method investees		-		2,288			-		6,747			5,295		-			(2,288	)		12,042
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 Wireline Cingular Directory International Other Consolidation
and Elimination Cingular
Elimination Consolidated
Results

Revenues from external customers	$	38,529	$	14,903		$	3,887	$	35		$	370	$	-		$	(14,903	)	$	42,821
Intersegment revenues		30		-			79		-			19		(128	)		-			-
Total segment operating revenues		38,559		14,903			3,966		35			389		(128	)		(14,903	)		42,821
Operations and support expenses		24,148		10,532			1,631		85			69		(128	)		(10,532	)		25,805
Depreciation and amortization expenses		8,442		1,850			30		-			106		-			(1,850	)		8,578
Total segment operating expenses		32,590		12,382			1,661		85			175		(128	)		(12,382	)		34,383
Segment operating income		5,969		2,521			2,305		(50	)		214		-			(2,521	)		8,438
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	)		-		-			-		733			123			733
Segment income before income taxes		5,969		1,251			2,305		1,102			983		(88	)		(1,251	)		10,271

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,		2004		2003
United States	$	78,806	$	59,033
Denmark		-		3,246
Belgium		-		1,236
Mexico		1,221		1,079
South Africa		-		919
Other foreign countries		272		268
Total	$	80,299	$	65,781

Note 5. Property, Plant and Equipment

Property, plant and equipment is summarized as follows at December 31:

	Lives (years)		2004		2003
Land	-	$	643	$	639
Buildings	35-45		11,909		11,519
centeral office equipment	3-10		55,703		55,120
Cable, wiring and conduit	10-50		52,860		52,076
Other equipment	5-15		9,749		9,590
Software	3		4,222		3,599
Under construction	-		1,091		1,380
			136,177		133,923
Accumulated depreciation and amortization			86,131		81,795
Property, plant and equipment - net		$	50,046	$	52,128

Our depreciation expense was $7,447 in 2004, $7,667 in 2003 and $8,379 in 2002.

Certain facilities and equipment used in operations are leased under operating or capital leases. Rental expenses under operating leases were $479 for 2004, $420 for 2003 and $586 for 2002. At December 31, 2004, the future minimum rental payments under noncancelable operating leases for the years 2005 through 2009 were $327, $250, $185, $145 and $122 with $257 due thereafter. Capital leases are not significant.

SpectraSite Agreement

In August 2000, we reached an agreement with SpectraSite, Inc. (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 (subsequently extended to 2004). 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 value of the prepayments were recorded as deferred revenue and 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. The balance of deferred revenue was $628 in 2004, $605 in 2003 and $604 in 2002.

In late 2002, SpectraSite and certain of its senior debt holders agreed to restructure its debt. To effect the restructuring, SpectraSite filed a “prearranged” 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:

		2004		2003
Beginning of year	$	11,003	$	10,468
Contributions		21,688		-
Equity in net income		30		613
Other adjustments		966		(78	)
End of year	$	33,687	$	11,003

Undistributed earnings from Cingular were $2,511 and $2,481 at December 31, 2004 and 2003. During 2004, we made an equity contribution to Cingular in connection with its acquisition of AT&T Wireless (see Note 16). Other adjustments in 2004 included the net activity of $972 under our revolving credit agreement with Cingular, consisting of a reduction of $30 (reflecting Cingular’s repayment of advances during 2004) and an increase of $1,002 (reflecting the December 31, 2004 balance of advances to Cingular under this revolving credit agreement). (See Note 15)

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.

The following table presents summarized financial information for Cingular at December 31, or for the period then ended excluding the effects of Cingular’s February 2005 adjustment (see Note 4). The adjustment had a cumulative effect of approximately $175 on Cingular’s net income. Cingular’s management believes that the impact of this adjustment is not material to any previously issued financial statements. However, since the cumulative adjustment required to make this correction was material to Cingular’s 2004 financial results, prior-period results were restated. Cingular’s restated financial statements are available as Exhibit 13-b to our 2004 Form 10-K. The $105 reduction in our equity income from Cingular is reflected in 2004 in the above table reconciling our investments in and advances to Cingular.

		2004		2003	2002
Income Statements
Operating revenues	$	19,436	$	15,483	$ 14,903
Operating income		1,523		2,289	2,521
Net income		226		1,022	1,207
Balance Sheets
Current assets	$	5,570	$	3,300
Noncurrent assets		76,714		22,226
Current liabilities		8,013		3,187
Noncurrent liabilities		29,569		13,855

We have made advances to Cingular that totaled $5,855 and $5,885 at December 31, 2004 and 2003, which mature in June 2008. These advances bear interest at an annual rate of 6.0%. During 2004, Cingular repaid $30 of these advances in accordance with the terms of a revolving credit agreement (see Note 15). We earned interest income on these advances of $356 during 2004, $397 in 2003 and $441 in 2002. 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:

		2004			2003
Beginning of year	$	6,924		$	5,859
Additional investments		100			-
Equity in net income		843			640
Dividends received		(331	)		(288	)
Currency translation adjustments		(53	)		867
Dispositions		(4,995	)		(89	)
Other adjustments		(690	)		(65	)
End of year	$	1,798		$	6,924

The currency translation adjustment for 2004 primarily reflects the effect of exchange rate fluctuations on our investments in TDC, Teléfonos de México, S.A. de C.V. (Telmex) and Telkom. Dispositions for 2004 reflect the sale of TDC shares of $2,619, Belgacom shares of $1,190, Telkom shares of $1,114 (see Note 2), Telmex L shares of $63 and América Móvil L shares of $9. Other adjustments for 2004 include an adjustment of $686 resulting from our change from the equity method to the cost method of accounting for our investment in TDC (see Note 2).

The currency translation adjustment for 2003 primarily reflects the effect of exchange rate fluctuations on our investments in TDC, Belgacom and Telkom. Dispositions for 2003 reflect the decrease in our ownership percentage of Belgacom.

Undistributed earnings from equity affiliates were $1,377 and $2,496 at December 31, 2004 and 2003.

As of December 31, 2004, our investments in equity affiliates included a 7.6% interest in Telmex, Mexico’s national telecommunications company, and a 7.8% interest in América Móvil, primarily a wireless provider in Mexico, with telecommunications investments in the United States and Latin America. 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. We also are a member of a consortium that holds all of the class AA shares of América Móvil 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 América Móvil.

During 2004, we sold our entire investment in Danish telecommunications provider TDC for approximately $2,864 in cash. We reported a net loss of approximately $138 ($66 net of tax). We also sold our entire investment in South African telecommunications provider Telkom during 2004 for approximately $1,186 in cash. We reported a net loss of approximately $82 ($55 net of tax). See Note 2 for details of these transactions.

Following our initial disposition of part of TDC, the remaining portion was reclassified to a cost investment, reflected in “other adjustments” in the table above. As noted, that remaining investment was also sold during 2004.

In March 2004, in connection with Belgacom’s IPO, we disposed of our entire investment in Belgacom. We received approximately $2,063 in cash from the disposition of our direct interest and reported a combined direct and indirect net gain of approximately $1,067 ($715 net of tax). See Note 2 for details of this transaction.

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. 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. As noted above, during 2004 we completely disposed of our investments in TDC, Belgacom and Telkom. Accordingly, those investments are not included in the 2004 column in the table below.

		2004		2003	2002
Income Statements
Operating revenues	$	22,800	$	34,747	$ 30,414
Operating income		6,487		9,067	8,102
Net income		4,131		4,689	6,493
Balance Sheets
Current assets	$	5,101	$	11,282
Noncurrent assets		21,280		40,895
Current liabilities		5,493		10,101
Noncurrent liabilities		12,280		23,393

At December 31, 2004, we had goodwill of approximately $313 related to our international investments in equity affiliates.

The fair value of our investment in Telmex, based on the equivalent value of Telmex L shares at December 31, 2004, was approximately $1,724. The fair value of our investment in América Móvil, based on the equivalent value of América Móvil L shares at December 31, 2004, was approximately $2,504. Our weighted-average share of operating revenues shown above was 8% in 2004 and 17% in 2003 and 2002.

Note 7. Debt

Long-term debt of SBC and its subsidiaries, including interest rates and maturities, is summarized as follows at December 31:

		2004			2003
Notes and debentures 1
0.00%-5.98%   2004-2038 2	$	11,105		$	5,987
6.03%-7.85%   2004-2043 3		11,429			10,894
8.85%-9.50%   2005-2016		141			153
		22,675			17,034
Unamortized discount - net of premium		(142	)		(122	)
Total notes and debentures		22,533			16,912
Capitalized leases		35			65
Total long-term debt, including current maturities		22,568			16,977
Current maturities of long-term debt		(1,337	)		(880	)
Total long-term debt	$	21,231		$	16,097

^{1 The fair value of our variable rate interest rate swaps of $79 in 2004 and $90 in 2003 was 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 2005 and $250 of 5.95% debentures maturing in 2038 with a put option by holder to elect repayment in December 2004. The option to elect repayment on $239 of the $250 debentures was exercised and the debt was subsequently repaid in 2005. The remaining $11 million of debentures will mature in 2038 since the option to elect repayment expired unexercised. If the option by holder to elect repayment on the $1,000 of PURS is exercised in 2005 we would refinance that amount with long-term debt.}

^{3 Includes $125 of 6.35% debentures maturing in 2026 with a put option by holder in 2006.}

At December 31, 2004, the aggregate principal amounts of long-term debt and weighted-average interest rate scheduled for repayment for the years 2005 through 2009, excluding the effect of interest rate swaps, were $1,337 (6.6%), $2,638 (5.9%), $913 (6.3%), $700 (6.3%) and $3,185 (4.8%) with $13,858 (6.1%) due thereafter. As of December 31, 2004, 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

On October 26, 2004, Cingular acquired AT&T Wireless for approximately $41,000 in cash (see Note 16). In connection with the acquisition, we entered into an investment agreement with BellSouth and Cingular. Under the investment agreement, we and BellSouth funded, by means of an equity contribution to Cingular, a significant portion of the merger consideration for the acquisition. Based on our 60% equity ownership of Cingular, and after taking into account cash on hand at AT&T Wireless, we provided additional equity of approximately $21,600 to fund the consideration. In exchange for this equity contribution, Cingular issued to us and BellSouth new membership interests in Cingular. In October 2004, we entered into a $12,000, 364-day revolving credit agreement with certain investment and commercial banks to fund our $21,600 equity contribution. On October 26, 2004, we borrowed $8,750 under this agreement at an interest rate based on the daily federal funds rate, with an initial rate of 1.76% plus applicable margin. We repaid this borrowing with proceeds from commercial paper borrowings. We terminated this credit agreement as of November 26, 2004. To partially repay these commercial paper borrowings, in November 2004, we issued $5,000 of long-term debt consisting of $2,250 of 4.125%, 5-year notes; $2,250 of 5.100% 10-year notes; and $500 of 6.150% 30-year bonds. We also used the aggregate net proceeds of approximately $1,383 from the dispositions in November 2004 of our remaining interests in TDC and Telkom to further reduce our commercial paper borrowings.

In August 2004, we received net proceeds of $1,487 from the issuance of $1,500 of long-term debt, of which $750 has an interest rate of 5.625% and matures June 15, 2016. The remainder of the debt carries an interest rate of 6.45% and matures June 15, 2034.

In October 2004, we entered into a three-year credit agreement totaling $6,000 with a syndicate of banks replacing our $4,250, 364-day credit agreement that was terminated October 18, 2004. The expiration date of the current credit agreement is October 18, 2007. Advances under this agreement may be used for general corporate purposes, including support of commercial paper borrowings and other short-term borrowings. There is no material adverse change provision governing the drawdown of advances under this credit agreement. However, we are subject to a debt-to-EBITDA (a metric defined in the agreement and nominally representing earnings before interest, taxes, depreciation and amortization; although other adjustments are also included) covenant, and if advances are received, we are subject to a negative pledge covenant, both as defined in the agreement. Defaults under the agreement, which would permit the lenders to accelerate required payment, include nonpayment of principal or interest beyond any applicable grace period; failure by SBC or any subsidiary to pay when due other debt above a threshold amount that results in acceleration of that debt (commonly referred to as “cross-acceleration”) or commencement by a creditor of enforcement proceedings within a specified period after a money judgment above a threshold amount has become final; acquisition by any person of beneficial ownership of more than 50% of SBC common shares or a change of more than a majority of SBC’s directors in any 24-month period other than as elected by the remaining directors (commonly referred to as a “change of control”); material breaches of representations in the agreement; failure to comply with the negative pledge or debt-to-EBITDA ratio covenants described above; failure to comply with other covenants for a specified period after notice, failure by SBC or certain affiliates to make certain minimum funding payments under the Employee Retirement Income Security Act of 1974, as amended (ERISA); and specified events of bankruptcy or insolvency. We are in compliance with all covenants under the agreement. We had no borrowings outstanding under committed lines of credit as of December 31, 2004 or 2003.

Debt maturing within one year consists of the following at December 31:

		2004		2003
Commercial paper	$	4,397	$	999
Current maturities of long-term debt		1,337		880
Total	$	5,734	$	1,879

The weighted-average interest rate on commercial paper debt at December 31, 2004 and 2003 was 2.26% and 1.08%.

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:

			2004					2003
		Carrying			Fair		Carrying			Fair
		Amount			Value		Amount			Value
Notes and debentures	$	22,533		$	23,628	$	16,912		$	18,094
Commercial paper		4,397			4,397		999			999
Cingular note receivable		5,855			5,855		5,885			5,885
Available-for-sale equity securities		732			732		844			844
EchoStar note receivable		453			453		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 borrowings 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 available-for-sale equity securities are carried at fair value, and realized gains and losses on these equity securities were included in “Other income (expense) – net” on the Consolidated Statements of Income. 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. Gross realized gains on our available-for-sale equity securities were $323 in 2004, $1,775 in 2003 and $735 in 2002. Gross realized losses on these securities were $191 in 2004 and $0 in 2003 and 2002. These gains and losses were determined using the specific identification method. Our proceeds from the sales of our available-for-sale equity securities were $3,188 in 2004, $2,975 in 2003 and $4,020 in 2002.

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. In addition, we held other short-term held-to-maturity securities of $99 as compared to $378 at December 31, 2003. At December 31, 2004, we did not hold any other long-term held-to-maturity securities, which mature within two years from the date of purchase, and had $84 at December 31, 2003.

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, which was included in “Other noncurrent liabilities” on the Consolidated Balance Sheets. 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. Beginning in May 2004, the holders of the preferred stock may require the subsidiary to redeem the shares at any time. At December 31, 2004, the $350 of preferred stock in subsidiaries was included in “Other current liabilities” on the Consolidated Balance Sheets. Holders of these securities receive quarterly dividends based on a rolling three-month London Interbank Offer Rate (LIBOR), which was 2.75% at December 31, 2004.

Derivatives – We use interest rate swaps and interest rate forward contracts 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. Each utilized forward contract matches the interest payments 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:

		2004			2003
	Notional	Carrying	Fair	Notional	Carrying	Fair
	Amount	Amount	Value	Amount	Amount	Value
Interest rate swap	$ 4,250	$ 79	$ 79	$ 3,500	$ 90	$ 90

At December 31, 2004, we had interest rate swaps with a notional value of $4,250 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. The fair value of our interest rate swaps was included in “Other Assets” on the Consolidated Balance Sheets.

In April 2004, we entered into interest rate forward contracts with a notional amount of $5,250 to partially hedge interest expense related to financing of Cingular’s acquisition of AT&T Wireless. During the third quarter of 2004, we utilized a notional amount of $1,500 of these interest rate forward contracts, and incurred settlement costs of $52 ($34 net of tax benefit), by issuing $1,500 of long-term debt of which $750 matures in June 2016, with the remainder maturing in June 2034. The settlement costs are accounted for as a component of “Other comprehensive income” and are being amortized as interest expense over the term of the interest payments of the related debt issuances. During the fourth quarter of 2004, we issued additional long-term debt and utilized the remaining amount of our interest rate forward contracts for a settlement cost of $250 ($162 net of tax benefit), which will be accounted for as previously mentioned.

Note 9. Income Taxes

Significant components of our deferred tax liabilities and assets (as restated for discontinued operations) are as follows at December 31:

		2004		2003
Depreciation and amortization	$	13,725	$	13,438
Equity in foreign affiliates		706		945
Other		4,372		4,281
Deferred tax liabilities		18,803		18,664
Employee benefits		2,197		3,261
Currency translation adjustments		300		228
Allowance for uncollectibles		320		277
Unamortized investment tax credits		73		86
Other		1,014		954
Deferred tax assets		3,904		4,806
Deferred tax assets valuation allowance		145		144
Net deferred tax liabilities	$	15,044	$	14,002

At December 31, 2004 and 2003, net deferred tax liabilities include a deferred tax asset of $605 and $558 relating to compensation expense under FAS 123. Full realization of this deferred tax asset requires stock options to be exercised at a price equaling or exceeding the sum of the strike price plus the fair value of the option at the grant date. The provisions of FAS 123, however, do not allow a valuation allowance to be recorded unless the company’s future taxable income is expected to be insufficient to recover the asset. Accordingly, there can be no assurance that the stock price of SBC common shares will rise to levels sufficient to realize the entire tax benefit currently reflected in our balance sheet. See Note 12 for additional discussion of FAS 123.

The change in the valuation allowance for 2003 is the result of an evaluation of the uncertainty associated with the realization of certain deferred tax assets unrelated to FAS 123. The valuation allowance is maintained in deferred tax assets for certain federal and state loss carryforwards that may not be realized.

The components of income tax expense are as follows:

		2004			2003			2002
Federal:
Current	$	1,145		$	(528	)	$	314
Deferred - net		843			3,046			2,254
Amortization of investment tax credits		(32	)		(24	)		(30	)
		1,956			2,494			2,538
State, local and foreign:
Current		427			(37	)		152
Deferred - net		(197	)		400			220
		230			363			372
Total	$	2,186		$	2,857		$	2,910

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, income from discontinued operations, extraordinary items and cumulative effect of accounting change is as follows:

		2004			2003			2002
Taxes computed at federal statutory rate	$	2,508		$	3,051		$	3,595
Increases (decreases) in income taxes resulting from:
State and local income taxes - net of federal income tax benefit		213			241			260
Restructuring/sale of preferred interest		-			-			(280	)
Effects of international operations		(222	)		(230	)		(354	)
Medicare reimbursements		(89	)		(8	)		-
Tax settlements		(65	)		(41	)		(171	)
Other - net		(159	)		(156	)		(140	)
Total	$	2,186		$	2,857		$	2,910

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, 2004, management employees participated in pension plans that include either cash balance or defined lump sum pension benefit formula. Additionally, the pension plans for all management employees include a traditional pension benefit formula, stated as a percentage of the employees’ adjusted career income. A management employee’s pension benefit is the greater of the amount calculated under (i) the cash balance or defined lump sum formula or (ii) the traditional benefit formula. In the fourth quarter of 2004 the management pension plan was amended, effective January 15, 2005, to freeze benefit accruals under the cash balance formula and to require that all future benefit accruals be based upon the plan’s traditional pension formula (i.e., a stated percentage of employees’ adjusted career income). Each employee’s existing cash balance will continue to earn interest at a variable annual rate. After this change, management employees, at retirement, can elect to receive the portion of their pension benefit derived under the cash balance or defined lump sum as a lump sum or an annuity. The remaining pension benefit, if any, will be paid as an annuity if its value exceeds a stated monthly amount. The pension benefit formula for most nonmanagement employees is based on a flat dollar amount per year according to job classification. Most nonmanagement employees can elect to receive their pension benefits in either a lump sum payment or an annuity.

Our objective in funding the plans, in combination with the ERISA standards, 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 later. In April 2004, a law was enacted that provides for a temporary replacement of the 30-year treasury rate used in measuring a plan sponsor’s pension liability for funding purposes. The new law allows a plan sponsor to use a rate based on corporate bond yields (which traditionally has been higher than the 30-year treasury rate) in measuring its pension liability in 2004 and 2005. While the change has no effect on pension liabilities or costs for financial reporting purposes (which are governed by GAAP), using a higher rate will lower the pension liability, thus lowering the funding requirements for plan sponsors. Any plan contributions, as determined by ERISA regulations, are made to a pension trust for the benefit of plan participants.

Although no significant cash contributions were required under ERISA regulations during 2004, in July we voluntarily contributed approximately $1,000 to the pension trusts for the benefit of plan participants. During 2005, under ERISA regulations, we are not required to make any cash contributions to the trust for our pension plans.

We use a December 31 measurement date for calculating the values reported for plan assets and benefit obligations for our plans. 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:

		2004			2003
Benefit obligation at beginning of year	$	27,617		$	26,148
Service cost - benefits earned during the period		818			732
Interest cost on projected benefit obligation		1,642			1,666
Amendments		(87	)		1
Actuarial loss		774			1,931
Special termination benefits		29			71
Benefits paid		(2,604	)		(2,932	)
Benefit obligation at end of year	$	28,189		$	27,617

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:

		2004			2003
Fair value of plan assets at beginning of year	$	28,154		$	24,999
Actual return on plan assets		3,259			5,584
Employer contribution		1,001			500
Benefits paid 1		(2,601	)		(2,929	)
Fair value of plan assets at end of year 2	$	29,813		$	28,154
Funded status (fair value of plan assets
less benefit obligation) 3	$	1,624		$	537
Unrecognized prior service cost		968			1,397
Unrecognized net (gain) loss		6,748			6,588
Unamortized transition asset		(11	)		(67	)
Net amount recognized	$	9,329		$	8,455

^{1 Benefits paid include benefits transferred between plans during the year.}

^{2 Plan assets include SBC common stock of $6 and $6 and SBC bonds of $1 and $2 at December 31, 2004 and 2003.}

^{3 Funded 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 included in the discussions following these tables:

		2004			2003
Prepaid pension cost 1	$	9,329		$	8,455
Additional minimum pension liability 2		(1	)		(2,720	)
Intangible asset 1		-			894
Accumulated other comprehensive income		1			1,132
Deferred tax asset		-			694
Net amount recognized	$	9,329		$	8,455

^{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):

		2004			2003			2002
Service cost - benefits earned during the period	$	818		$	732		$	645
Interest cost on projected benefit obligation		1,642			1,666			1,780
Expected return on plan assets		(2,684	)		(2,456	)		(3,429	)
Amortization of prior service cost
and transition asset		188			94			100
Recognized actuarial (gain) loss		44			53			(233	)
Net pension cost (benefit)	$	8		$	89		$	(1,137	)

In determining the projected benefit obligation and the net pension cost (benefit), we used the following significant weighted-average assumptions:

		2004		2003		2002
Discount rate for determining projected benefit obligation at	6	.00%	6	.25%	6	.75%
December 31
Discount rate in effect for determining net pension cost
(benefit)	6	.25%	6	.75%	7	.50%
Long-term rate of return on plan assets	8	.50%	8	.50%	9	.50%
Composite rate of compensation increase for determining
projected benefit obligation at December 31	4	.00%	4	.25%	4	.25%
Composite rate of compensation increase for net pension
cost (benefit)	4	.25%	4	.25%	4	.25%

Our assumed discount rate of 6.00% at December 31, 2004 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 and the related expected duration for the obligations. We reduced the discount rate at December 31, 2004 and 2003 by 0.25% and by 0.50% respectively, resulting in an increase in our pension plan benefit obligation of approximately $575 and $1,081 at December 31, 2004 and 2003. 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 2004 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.

Our expected composite rate of compensation increase of 4.0% for 2004 reflects the long-term average rate of salary increases. Based on historic salary increase experience and management’s expectations of future salary increases, we reduced our expected composite rate of compensation increase assumption from 4.25% at December 31, 2003 to 4.0% at December 31, 2004. This 0.25% decrease reduced our pension benefit obligation approximately $17 at December 31, 2004 and is expected to decrease our 2005 pension expense $8.

As previously noted, 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 table above that presents the amounts recognized in our Consolidated Balance Sheets at December 31. Effective December 31, 2004, we merged substantially all of our pension plan participants into one of our existing plans. This activity, while having no impact on our consolidated asset or liability balances, did change the comparison of the accumulated benefit obligation to plan assets for the remaining existing plan, significantly reducing our additional minimum liability for two of the plans recorded in 2003. However, at December 31, 2004, for one of our plans, the accumulated benefit obligation (aggregate balance of $2) exceeded plan assets (aggregate balance of $1). This resulted in an additional minimum liability of $1 (net of deferred taxes of less than $1). At December 31, 2003, for three of our plans, the accumulated benefit obligation (aggregate balance of $13,724) exceeded plan assets (aggregate balance of $13,016). 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 an additional minimum liability of $1,132 (net of deferred taxes of $694). These reclassifications in equity, while adjusting 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:

		2004		2003
Projected benefit obligation	$	28,189	$	27,617
Accumulated benefit obligation		26,849		25,249
Fair value of plan assets		29,813		28,154

In December 2004, we announced a prospective change in the calculation of pension benefits provided to management employees. Effective January 15, 2005, the pension calculation formula for management employees will be based upon a stated percentage of employees’ adjusted career income. Each management employees’ existing cash balance account will continue to earn interest at a variable annual rate. This change reduced our projected benefit obligation approximately $140 at December 31, 2004 and is expected to decrease our 2005 pension expense $100.

When we initially implemented the cash balance formula, the change in liability required the establishment of a prior service cost deferral for the plan. With the current change to eliminate future service contributions to the cash balance plan, we determined during our annual review of prior service costs that the cash balance prior service cost was impaired and that the remaining amounts deferred must be immediately recognized. Accordingly, we wrote off approximately $99 of prior service cost in the fourth quarter of 2004. This impairment will decrease our pension expense approximately $19 each year for the next five years.

In May 2004, we agreed to a new five-year contract with the Communications Workers of America (CWA), which was ratified by the CWA members in July 2004. The labor agreement covers more than 100,000 employees and replaces a three-year contract that expired in April 2004.

In June 2004, we agreed to a new five-year contract with the International Brotherhood of Electrical Workers (IBEW), which was ratified by the IBEW members in August 2004. The labor agreement covers approximately 11,000 employees and replaces a three-year agreement that expired in June 2004. The agreement provides for similar benefit changes as that of the CWA agreement.

Among other things, the labor agreements provided for changes to active nonmanagement employees’ pension benefits. Pension band increases will be similar to that of the wage increases, an annual average of 2.5% excluding cost-of-living adjustments. These changes decreased pension expense approximately $13 in 2004.

During 2004, 2003 and 2002, 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 before December 31 totaled approximately 144 in 2004, 339 in 2003 and 3,600 in 2002. 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 $22 in 2004, $42 in 2003 and $456 in 2002.

The IRS sets, and can adjust quarterly, the interest rate applicable for calculations of lump sum payments from pension plans. An increase in the interest rate has a negative impact on the lump sum pension calculation for some of our employees. During certain quarters of 2004 and 2003, we chose to extend the pension plan lump sum benefit payout rate for a specified period of time, allowing our employees to receive a higher payout of their pension benefits. The extension of the lump sum benefit payout rate was accounted for as a special termination benefit and was recorded in addition to the net pension cost (benefit) reported in the tables above. We recognized expenses of approximately $7 in 2004 and $28 in 2003 associated with these special termination benefits.

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 enhanced benefit and special termination costs, we recognized approximately $29 in net settlement gains in 2002. Net settlement gains in 2002 include settlement losses during the latter part of the year, reflecting the continued investment losses sustained by the plan.

Plan assets consist primarily of private and public equity, government and corporate bonds and real estate. The asset allocations are maintained to meet ERISA requirements. The 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. The current asset allocation policy is based on a forecasting study conducted in 2002.

The pension plan weighted-average asset target and actual allocations, by asset category are as follows:

                Percentage of Plan

    Target Allocation                  Assets at December 31,

	2005	2004		2003
Equity securities
Domestic	40%-50%	47	%	49	%
International	12%-18%	17		17
Debt securities	25%-35%	29		27
Real estate	3%-6%	2		3
Other	4%-7%	5		4
Total		100	%	100	%

At December 31, 2004, securities held include 233,908 shares of SBC common stock with a fair value of approximately $6, and $1 in SBC bonds with a notional amount of $1. During 2004, SBC bonds purchased and sold totaled approximately $14 and $15, respectively. Holdings in SBC securities represented approximately 0.02% of total plan assets at December 31, 2004.

At December 31, 2004, benefit payments expected to be paid for the years 2005 through 2009 were $2,598, $2,259, $2,317, $2,393 and $2,508 with $12,808 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, 2004. 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 regulatory requirements that these postretirement benefit plans be funded annually. In accordance with a February 2004 California Public Utility Commission decision, in the first quarter of 2004 we funded approximately $232 to a VEBA trust. During the third quarter of 2004, we voluntarily contributed $1,000 to a VEBA trust to partially fund postretirement benefits.

During the second quarter of 2004, we agreed to new five-year labor agreements with the CWA and IBEW. The agreements provide for additional contributions from current employees toward certain medical and prescription drug co-pays. We also agreed in an agreement with the CWA, that prior to expiration of the agreement, we would contribute $2,000 to a VEBA trust to partially fund current and future retiree health care, $1,000 of which was contributed during the third quarter of 2004.

In January 2004, the majority of nonmanagement retirees were informed of medical coverage changes. We subsequently announced modifications to these changes, which were contingent upon reaching an agreement with the CWA. Agreement was reached and, as modified, effective January 1, 2005, medical coverage for nonmanagement retirees will require increased co-pays and deductibles for prescription drugs and certain medical services. These changes reduced our postemployment cost approximately $440 in 2004.

In May 2004, the FASB issued guidance (referred to as FSP FAS 106-2) on how employers should account for provisions of the Medicare Act, which was enacted in December 2003. The Medicare Act allows employers that 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.

The preliminary guidance issued by the FASB (referred to as FSP FAS 106-1) permitted us to recognize immediately this subsidy in our financial statements. Accordingly, our accumulated postretirement benefit obligation, at our December 31, 2003 measurement date, decreased by $1,629. 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. The final guidance issued by the FASB, FSP FAS 106-2, requires us to account for the Medicare Act as an actuarial gain or loss, recording the change as a change in accounting principle. Therefore, because our initial accounting for the effects of the Medicare Act differed from the final guidance issued by the FASB in FSP FAS 106-2, we have restated our first-quarter 2004 results by increasing our expense approximately $11 to reflect the recognition of the Medicare Act as an actuarial gain or loss. Due to the immaterial impact of the change in accounting on 2003 (since the Medicare Act was enacted in December), we did not record a cumulative effect of accounting change as of January 1, 2004.

We expect that accounting for the Medicare Act will result in an annual decrease in our prescription drug expenses ranging from $200 to $300 in future years. Our accounting for the Medicare Act decreased our postretirement cost approximately $255 in 2004 and $22 in 2003. Our accounting assumes that the plans we offer will continue to provide drug benefits equivalent to Medicare Part D, that these plans will continue to be the primary plan for our retirees and that we will receive the subsidy. We expect that the Medicare Act will not have a significant effect on our retirees’ participation in our postretirement benefit plan.

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.

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:

		2004			2003
Benefit obligation at beginning of year	$	27,231		$	24,564
Service cost - benefits earned during the period		383			378
Interest cost on accumulated postretirement
benefit obligation		1,495			1,602
Medicare Act initial recognition		-			(1,629	)
Amendments		(2,320	)		(53	)
Actuarial (gain) loss		(423	)		3,552
Special termination benefits		3			2
Benefits paid		(1,255	)		(1,185	)
Benefit obligation at end of year	$	25,114		$	27,231

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:

		2004			2003
Fair value of plan assets at beginning of year	$	6,967		$	4,917
Actual return on plan assets		830			1,167
Employer contribution 1		1,232			1,312
Benefits paid		(337	)		(429	)
Fair value of plan assets at end of year 2	$	8,692		$	6,967
Unfunded status (fair value of plan assets
less benefit obligation) 3	$	(16,422	)	$	(20,263	)
Unrecognized prior service cost (benefit)		(3,022	)		(2,664	)
Unrecognized net loss		10,173			12,788
Accrued postretirement benefit obligation	$	(9,271	)	$	(10,139	)

^{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 $7 and $5 and SBC bonds of $2 and $0 at December 31, 2004 and 2003.}

^{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 that these postretirement benefit plans 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):

		2004			2003			2002
Service cost - benefits earned during the period	$	383		$	378		$	293
Interest cost on accumulated postretirement
benefit obligation		1,495			1,602			1,430
Expected return on assets		(720	)		(525	)		(689	)
Amortization of prior service cost (benefit)		(349	)		(122	)		(28	)
Recognized actuarial (gain) loss		470			413			49
Postretirement benefit cost 1	$	1,279		$	1,746		$	1,055

^{1 During 2004 and 2003, the Medicare Act reduced postretirement benefit cost by $255 and $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 $557 and $535 at December 31, 2004 and 2003. At December 31, 2004 and 2003, the accrued life insurance benefits included in the accrued postretirement benefit obligation were $1,147 and $1,059.

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 $3, $2 and $30 in 2004, 2003 and 2002.

The medical cost trend rate in 2005 is 8.0% for retirees 64 and under and 9.0% 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 2005 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	$	277	$	(219	)
Increase (decrease) in accumulated
postretirement benefit obligation		3,087		(2,521	)

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, 2004 and 2003 resulted in an increase in our postretirement benefit obligation of approximately $803 and $1,800, 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, we do not account for the cap in the value of our accumulated postretirement benefit obligation (i.e., for GAAP purposes, we assumed the cap would be waived for all future contract periods).

Plan assets consist primarily of private and public equity, government and corporate bonds. The 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. At December 31, 2004, the asset allocation policy was based on a forecasting study conducted in 2000. Since that study, additional retiree benefits for certain employees have been paid from plan assets, which dictated a slightly more conservative asset allocation. In addition, paying these benefits has required a deviation from the policy to allow for an increase in the portfolio’s liquidity by allocating more assets to fixed income securities and less to international equity. A forecasting study is currently being conducted and it is expected that the asset allocations will be re-evaluated in 2005.

The postretirement benefit plan weighted-average asset target and actual allocations, by asset category are as follows:

                Percentage of Plan

    Target Allocation                  Assets at December 31,

	2005	2004		2003
Equity securities
Domestic 1	50%-60%	51	%	46	%
International	15%-25%	14		15
Debt securities	20%-30%	32		27
Real estate	none	-		-
Other	0%-10%	3		12
Total		100	%	100	%

^{1 At December 31, 2004, securities held include 282,900 shares of SBC common stock with a fair value of approximately $7, and $2 in SBC bonds with a notional amount of $2. During 2004, SBC common stock purchased totaled approximately 109,000 shares and SBC bonds purchased and sold totaled $503 and $501, respectively. Holdings in SBC securities represented approximately 0.11% of total plan assets at December 31, 2004.}

At December 31, 2004, securities held include 282,900 shares of SBC common stock with a fair value of approximately $7, and $2 in SBC bonds with a notional amount of $2. During 2004, SBC common stock purchased totaled approximately 109,000 shares and SBC bonds purchased and sold totaled $503 and $501, respectively. Holdings in SBC securities represented approximately 0.11% of total plan assets at December 31, 2004.

At December 31, 2004, benefit payments expected to be paid for the years 2005 through 2009 were $1,299, $1,326, $1,403, $1,473 and $1,536 with $8,362 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, 2004. Included in these benefit payments are expected Medicare Act reimbursements of $64, $69, $75 and $81 for 2006 through 2009 with $513 expected in the five years thereafter. There are no Medicare Act reimbursements assumed for 2005 because the program does not begin until 2006. 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):

		2004		2003		2002
Net pension cost (benefit)	$	8	$	89	$	(1,137	)
Postretirement benefit cost		1,279		1,746		1,055
Combined net pension and postretirement
cost (benefit)	$	1,287	$	1,835	$	(82	)

Our combined net pension and postretirement cost decreased in 2004 primarily due to the previously discussed changes affecting nonmanagement retirees, which decreased our cost approximately $440; better than expected asset returns in 2003, which decreased our cost $322; and the previously discussed accounting for the Medicare Act, which decreased our cost $255. These were partially offset by the following three factors:

• Higher-than-expected medical and prescription drug claims increased our cost approximately $156.
• The reduction of the discount rates used to calculate service and interest cost from 6.75% to 6.25%, in response to lower corporate bond interest rates, increased our cost approximately $141.
• Our decision to extend to 2004 our 2003 medical cost rates, prior to adjustment for cost-sharing provisions of the medical and dental plans for certain retired employees, of 9.0% for retirees 64 and under and 10.0% for retirees 65 and over. This decision, which was in response to rising claim costs, increased the trend rate because we kept 2009 as the year in which we assume our medical cost trend rate will reach a final 5% expected annual increase. This increase in the medical cost trend rate increased our cost approximately $83.

Because of the continued high cost of our combined net pension and postretirement benefits, we have taken steps to implement additional cost controls. As previously discussed, in December 2004, we announced a change in the calculation of pension benefits provided to management employees, which is expected to decrease our 2005 pension expense approximately $100.

As a result of these economic impacts and assumption changes discussed above, we expect a combined net pension and postretirement cost of between $1,400 and $1,550 in 2005. Approximately 10% of these costs will be capitalized as part of construction labor, providing a small reduction in the net expense recorded. 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. In particular, uncertainty in the securities markets and U.S. economy could result in investment returns less than those assumed and a decline in the value of plan assets used in pension and postretirement calculations, which under GAAP we will recognize over the next several years. Should the securities markets decline and medical and prescription drug costs continue to increase significantly, we would expect increasing annual combined net pension and postretirement costs for the next several years. 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 2005. If all other factors were to remain unchanged, we expect a 1% decrease in the expected long-term rate of return would cause 2005 combined pension and postretirement cost to increase approximately $388 over 2004 (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. Largely due to investment returns in 2003, this methodology did not have a significant additional effect on our 2004 combined net pension and postretirement expense. 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 2004 or 2002 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 incremental impact on our combined net pension and postretirement costs in 2005.

Supplemental Retirement Plans – We also provide senior- and middle-management employees with nonqualified, unfunded supplemental retirement and savings plans. While these plans are unfunded, we have assets in a designated nonbankruptcy remote trust that are used to provide for these benefits. 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 $154, $142 and $142 in 2004, 2003 and 2002. Liabilities of $1,726 and $1,718 related to these plans have been included in “Other noncurrent liabilities” on our Consolidated Balance Sheets at December 31, 2004 and 2003. At December 31, 2004, the accumulated benefit obligation of certain of the plans exceeded the recorded liability, requiring us to recognize a direct charge to equity of $190 (net of deferred taxes of $116) at December 31, 2004.

Note 11. Employee Stock Ownership Plans (ESOP)

We maintain contributory savings plans that cover substantially all employees. Under the savings plans, we match in SBC stock 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. At December 31, 2004 and 2003, there were no debt-financed SBC shares held by the ESOPs, allocated or unallocated.

In 2004 and 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 2004 and 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:

		2004		2003		2002
Benefit expense - net of dividends and interest income	$	316	$	300	$	216
Total expense	$	316	$	300	$	216
Company contributions for ESOPs	$	-	$	-	$	165
Dividends and interest income for debt service	$	-	$	-	$	8

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, 2004 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, 2004, we were authorized to issue up to 40 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:

		2004		2003		2002
Stock option expense under FAS 123	$	75	$	183	$	390
Performance stock units		65		27		11
Mark-to-market effect on dividend equivalents		-		4		(36	)
Other		13		30		8
Total	$	153	$	244	$	373

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 2004, 2003 and 2002 was $4.06, $3.88 and $6.57. 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:

		2004		2003		2002
Risk-free interest rate	4	.21%	3	.64%	4	.33%
Dividend yield	5	.00%	4	.40%	3	.04%
Expected volatility factor	23	.78%	22	.38%	23	.22%
Expected option life in years	7	.00	6	.74	4	.36

Information related to options is summarized below (shares in millions):

Weighted-

Average Exercise

	Number			Price
Outstanding at January 1, 2002	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
Granted	4			25	.08
Exercised	(11	)		20	.79
Forfeited/Expired	(10	)		38	.48
Outstanding at December 31, 2004
(195 exercisable at weighted-average price of $38.20)	214		$	37	.46

Information related to options outstanding at December 31, 2004:

Exercise Price Range		$15.77-$17.49		$17.50-$29.99		$30.00-$35.49		$35.50-$58.88
Number of options
(in millions):
Outstanding		1		48		7		158
Exercisable		1		38		7		149
Weighted-average exercise price:
Outstanding	$	15.77	$	25.09	$	33.93	$	41.54
Exercisable	$	15.77	$	25.21	$	33.93	$	41.87
Weighted-average remaining
contractual life		0.04 years		4.23 years		4.23 years		5.77 years

As of December 31, additional shares available under stock options with dividend equivalents were less than 1 million in 2004 and approximately 1 million in both 2003 and 2002.

Additionally, performance shares and other stock units of 6,757,781 in 2004, 2,942,591 in 2003, and 937,094 in 2002 were issued with a weighted-average, grant-date fair value of $26.09, $24.44 and $35.30, respectively.

Note 13. Stockholders’ 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 authorization replaced previous authorizations and will expire on December 31, 2008. As of December 31, 2004, we had repurchased approximately 17 million shares of the 350 million shares of common stock that were previously authorized to be repurchased.

Note 14. Additional Financial Information

                December 31,

Balance Sheets		2004		2003
Deferred directory expenses (included in
Other current assets)	$	505	$	506
Accounts payable and accrued liabilities:
Accounts payable	$	2,241	$	3,102
Advance billing and customer deposits		1,325		1,252
Compensated future absences		798		823
Accrued interest		376		364
Accrued payroll		1,138		1,178
Other		4,160		3,939
Total accounts payable and accrued liabilities	$	10,038	$	10,658

Statements of Income		2004			2003			2002
Advertising expense	$	862		$	867		$	432
Interest expense incurred	$	1,054		$	1,279		$	1,440
Capitalized interest		(31	)		(37	)		(58	)
Total interest expense	$	1,023		$	1,242		$	1,382
Statements of Cash Flows		2004			2003			2002
Cash paid during the year for:
Interest	$	1,043		$	1,359		$	1,480
Income taxes, net of refunds		506			1,321			1,315
Statements of Stockholders’ Equity		2004			2003			2002
Accumulated other comprehensive income is comprised of
the following components, net of taxes, at December 31:
Foreign currency translation adjustment	$	(555	)	$	(427	)	$	(988	)
Unrealized gains (losses) on securities		391			427			10
Unrealized gains (losses) on cash flow hedges		(196	)		-			-
Accumulated other comprehensive income (loss)	$	(360	)	$	-		$	(978	)

No customer accounted for more than 10% of consolidated revenues in 2004, 2003 or 2002.

Note 15. Transactions With Cingular

We have made advances to Cingular that totaled $5,855 at December 31, 2004 and $5,885 at December 31, 2003. These advances bear interest at an annual rate of 6.0% and mature in June 2008. During 2004, Cingular repaid $30 of these advances in accordance with the terms of the revolving credit agreement mentioned below. We earned interest income on these advances of $356 during 2004, $397 in 2003, and $441 in 2002.

Effective August 1, 2004, we and BellSouth agreed to finance Cingular’s capital and operating cash requirements to the extent Cingular requires funding above the level provided by operations. Cingular’s Board of Directors also approved the termination of its bank credit facilities and its intention to cease issuing commercial paper and long-term debt. In addition, we and BellSouth entered into a one-year revolving credit agreement with Cingular to provide short-term financing for operations on a pro rata basis at an interest rate of LIBOR plus 0.05%. The agreement is renewable annually upon agreement of the parties. This agreement includes a provision for the repayment of our and BellSouth’s advances made to Cingular in the event there are no outstanding amounts due under the revolving credit agreement and to the extent Cingular has excess cash, as defined by the agreement. At December 31, 2004, our share of advances to Cingular related to this revolving credit agreement was approximately $1,002 and was reflected as an increase in “Investments in and Advances to Cingular Wireless” on our Consolidated Balance Sheet.

We generated revenues of $602 in 2004, $539 in 2003 and $349 in 2002 for services sold to Cingular. These revenues were primarily from access and long-distance services sold to Cingular on a wholesale basis, and commissions revenue related to customers added through SBC sales sources. The offsetting expense amounts are recorded by Cingular, and 60% of these expenses are included in our “Equity in net income of affiliates” line when we report our 60% proportionate share of Cingular’s results.

Note 16. Cingular Acquisition of AT&T Wireless

On October 26, 2004, Cingular acquired AT&T Wireless for approximately $41,000 in cash. In connection with the acquisition, we entered into an investment agreement with BellSouth and Cingular. Under the investment agreement, we and BellSouth funded, by means of an equity contribution to Cingular, a significant portion of the merger consideration for the acquisition. Based on our 60% equity ownership of Cingular and after taking into account cash on hand at AT&T Wireless, we provided additional equity of approximately $21,600 to fund the consideration. In exchange for this equity contribution, Cingular issued to us and BellSouth new membership interests in Cingular. Equity ownership and management control of Cingular remain unchanged after the acquisition.

As a joint venture, we account for our investment in Cingular under the equity method of accounting, recording 60% of Cingular’s earnings as “Equity in net income of affiliates.” As a result of this transaction, we recorded the $21,600 contributed to Cingular to complete the AT&T Wireless acquisition as an increase in “ Investments in and Advances to Cingular Wireless,” and the components of the funding by recording the related $8,750 of debt issued as “Debt maturing within one year” and “Long-Term Debt,” and a reduction in “Cash and Cash Equivalents” of $12,850. In connection with funding our equity contribution to Cingular, on October 26, 2004, we borrowed $8,750 through drawings from our $12,000, 364-day revolving credit facility, which we entered into on October 12, 2004. We repaid this borrowing with proceeds from commercial paper borrowings. On November 3, 2004, we issued $5,000 in long-term debt to partially repay these commercial paper borrowings. The $5,000 of long-term debt consisted of $2,250 of 4.125% 5-year notes, $2,250 of 5.100% 10-year notes and $500 of 6.150% 30-year bonds. See Note 8 for a description of interest rate forward contracts also entered into related to the acquisition.

Note 17. Discontinued Operations

In July 2004, we entered into an agreement to sell our interest in the directory advertising business in Illinois and northwest Indiana to Donnelley. In September 2004, we completed the sale and received net proceeds of approximately $1,397 and recorded a gain of approximately $1,357 ($827 net of tax).

In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets,” we have reclassified the results from our directory advertising business in Illinois and northwest Indiana as discontinued operations, restating previously reported results to reflect the reclassification on a comparable basis. The operational results and the gain associated with the sale of this business are presented in the “Income From Discontinued Operations, net of tax” line item on the Consolidated Statements of Income. Prior to the reclassification, these results were reported in our directory segment.

Summarized financial information for the Illinois and northwest Indiana directory advertising business is as follows:

Year ended December 31,		2004		2003		2002
Operating revenues	$	311	$	481	$	485
Operating income		132		186		186
Income taxes		51		74		74
Net income from operations		81		112		112
Gain on disposal, net of tax		827		-		-

The assets and liabilities of the discontinued operations are presented separately under the captions “Assets of discontinued operations” and “Liabilities of discontinued operations” on our Consolidated Balance Sheets at December 31, 2004 and 2003. As of December 31, 2004, the liabilities of $310 are primarily tax liabilities associated with the gain on the disposition. Additional detail related to the assets and liabilities of discontinued operations follows.

December 31,		2004		2003
Accounts receivable, net	$	-	$	18
Deferred expenses		-		207
Noncurrent assets		-		27
Total Assets		-		252
Accounts payable and accrued liabilities		-		82
Other current liabilities		310		235
Noncurrent liabilities		-		11
Total Liabilities	$	310	$	328

Note 18. 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 19. Subsequent Event

On January 30, 2005, we agreed to acquire AT&T Corp. (AT&T) in a transaction in which each share of AT&T common stock will be exchanged for 0.77942 shares of SBC common stock. At the closing of the transaction, AT&T also will pay each AT&T stockholder a special dividend of $1.30 per share. Based on the closing price of SBC stock on January 28, 2005, the exchange ratio equals $18.41 per share and the total transaction is valued at approximately $16,000, including the special dividend. After the acquisition, AT&T will be a wholly owned subsidiary of SBC. The transaction has been approved by the Board of Directors of each company and also must be approved by the stockholders of AT&T. The transaction is subject to review by the Department of Justice and approval by the Federal Communications Commission and various other regulatory authorities. We expect the transaction to close in late 2005 or early 2006.

Note 20. Quarterly Financial Information (Unaudited)

The following table represents our quarterly financial results:

Income Before Extraordinary Item and
Cumulative Effect of Accounting
Changes Discontinued Operations

		Total						Basic		Diluted				Basic		Diluted				Basic		Diluted
Calendar		Operating		Operating		Net		Earnings		Earnings				Earnings		Earnings				Earnings		Earnings
Quarter		Revenues		Income		Income		Per Share		Per Share		Income		Per Share		Per Share		Income		Per Share		Per Share
2004
First	$	10,012	$	1,516	$	1,937	$	0.59	$	0.58	$	1,937	$	0.59	$	0.58	$	26	$	0.01	$	0.01
Second		10,196		1,440		1,168		0.35		0.35		1,168		0.35		0.35		33		0.01		0.01
Third		10,292		1,698		2,094		0.63		0.63		2,094		0.63		0.63		849		0.25		0.25
Fourth		10,287		1,247		688		0.21		0.21		688		0.21		0.21		-		-		-
Annual	$	40,787	$	5,901	$	5,887		1.78		1.77	$	5,887		1.78		1.77	$	908		0.28		0.27
2003
First	$	10,255	$	1,854	$	4,996	$	1.50	$	1.50	$	2,455	$	0.74	$	0.74	$	28	$	0.01	$	0.01
Second		10,117		1,699		1,388		0.42		0.42		1,388		0.42		0.42		30		0.01		0.01
Third		10,150		1,561		1,216		0.37		0.37		1,216		0.37		0.37		30		0.01		0.01
Fourth		9,976		1,170		905		0.27		0.27		912		0.28		0.28		24		0.01		0.01
Annual	$	40,498	$	6,284	$	8,505		2.56		2.56	$	5,971		1.80		1.80	$	112		0.03		0.04

The first quarter of 2003 includes an extraordinary loss of $7, net of taxes of $4, related to consolidation of real estate leases under FIN 46 (see Note 1).

The operating revenue and operating income data in the table above has been restated to reflect the third-quarter 2004 reclassification of discontinued operations (see Note 17). This restatement decreased our previously reported total operating revenues and operating income, and the quarterly impacts are presented below. The restated amounts for the third quarter of 2003 were reflected in our September 30, 2004, Form 10-Q and therefore are not reflected in the table below.

		Total
Calendar		Operating			Operating
Quarter		Revenues			Income
2004
First	$	(116	)	$	(43	)
Second		(118	)		(54	)
2003
First	$	(120	)	$	(44	)
Second		(119	)		(51	)
Fourth		(122	)		(42	)

In addition to the impacts of discontinued operations:

• The first-quarter 2004 reclassification of certain universal service fund payments and gross receipts taxes increased our previously reported fourth-quarter 2003 operating revenues by $31.
• The second-quarter 2004 restatement related to our accounting for the Medicare Act decreased our previously reported first-quarter 2004 operating income and net income by $11, or approximately $0.01 per share, assuming dilution.

The following table presents our quarterly stock price information:

					Stock	Price
Calendar
Quarter		High			Low			Close
2004
First	$	27	.73	$	23	.18	$	24	.54
Second		25	.68		23	.50		24	.25
Third		26	.88		22	.98		25	.95
Fourth		27	.29		24	.55		25	.77
2003
First	$	31	.65	$	18	.85	$	20	.06
Second		27	.35		19	.65		25	.55
Third		26	.88		21	.65		22	.25
Fourth		26	.15		21	.16		26	.07

Report of Management

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. 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 Registered Public Accounting Firm. Management has made available to Ernst &  Young LLP all of SBC’s financial records and related data, as well as the minutes of stockholders’ and directors’ meetings. Furthermore, management believes that all representations made to Ernst & Young LLP during its audit were valid and appropriate.

Management maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by SBC is recorded, processed, summarized, accumulated and communicated to its management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure, 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.

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.

Assessment of Internal Control
The management of SBC is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934. SBC’s internal control system was designed to provide reasonable assurance to the company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

SBC management assessed the effectiveness of its internal control over financial reporting as of December 31, 2004. In making this assessment, SBC management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on our assessment we believe that, as of December 31, 2004, SBC’s internal control over financial reporting is effective based on those criteria.

Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on management’s assessment of the company’s internal control over financial reporting. The attestation report is included on page 68.

/s/ Edward E. Whitacre Jr.
Edward E. Whitacre Jr.
Chairman of the Board and
Chief Executive Officer /s/ Richard G. Lindner
Richard G. Lindner
Senior Executive Vice President and
Chief Financial Officer

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
SBC Communications Inc.

We have audited the accompanying consolidated balance sheets of SBC Communications Inc. (the Company) as of December 31, 2004 and 2003, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of SBC Communications Inc. at December 31, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2005 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
San Antonio, Texas
February 25, 2005

Report of Independent Registered Public Accounting Firm on
Internal Control over Financial Reporting

The Board of Directors and Stockholders
SBC Communications Inc.

We have audited management’s assessment as described in management’s “Assessment of Internal Control,” included in the accompanying Report of Management, that SBC Communications Inc. (SBC) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). SBC’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that SBC maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, SBC maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of SBC as of December 31, 2004 and 2003, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004 of SBC and our report dated February 17, 2005 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
San Antonio, Texas
February 25, 2005

EX-21

Exhibit 21

PRINCIPAL SUBSIDIARIES OFSBC
COMMUNICATIONS INC.AS
OF DECEMBER 31, 2004

Name	State of Incorporation	Conducts Business Under
Illinois Bell Telephone       Company	Illinois	SBC Illinois; SBC
Indiana Bell Telephone       Company, Incorporated	Indiana	SBC Indiana; SBC
Michigan Bell Telephone       Company	Michigan	SBC Michigan; SBC
Nevada Bell Telephone       Company	Nevada	SBC Nevada; SBC
Pacific Bell Telephone       Company	California	SBC California; SBC
Pacific Telesis Group	Nevada	Same
SBC International, Inc.	Delaware	Same
Southern New England         Telecommunications       Corporation	Connecticut	SBC East
SBC Internet Services, Inc.	California	SBC Internet Services
SBC Long Distance, Inc.	Delaware	SBC Long Distance
SBC Teleholdings, Inc.        (f/k/a Ameritech Corporation)	Delaware	Same
Southwestern Bell       Telephone, L.P.	Texas	SBC Arkansas; SBC Kansas; SBC Missouri; SBC Oklahoma; SBC Texas; SBC
Southwestern Bell       Yellow Pages, Inc.	Missouri	SBC Yellow Pages
Sterling Commerce, Inc.	Delaware	Same
The Ohio Bell Telephone       Company	Ohio	SBC Ohio; SBC
The Southern New England       Telephone Company	Connecticut	SBC Connecticut
The Woodbury Telephone       Company	Connecticut	Same; SBC
Wisconsin Bell, Inc.	Wisconsin	SBC Wisconsin; SBC

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Annual Report (Form 10-K) of SBC Communications Inc. (SBC) of our reports dated February 25, 2005, with respect to the consolidated financial statements of SBC, SBC management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of SBC, included in the 2004 Annual Report to Stockholders 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 following Registration Statements:

(1) Registration Statement (Form S-8 No. 333-111026) pertaining to the SBC Savings Plan and other certain plans,

(2) Registration Statement (Form S-8 Nos. 33-54291 and 333-34062) pertaining to the Stock Savings Plan,

(3) Registration Statement (Form S-8 No. 33-49855) pertaining to the 1992 Stock Option Plan,

(4) Registration Statement (Form S-8 Nos. 333-49343 and 333-95887) pertaining to the 1995 Management Stock Option Plan,

(5) Registration Statement (Form S-8 Nos. 333-30669 (1996 Plan only) and 333-54398) pertaining to the 1996 Stock and Incentive Plan and the 2001 Incentive Plan,

(6) Registration Statement (Form S-8 No. 333-58332) pertaining to the 2001 Stock Option Grant to Bargained-for and Certain Other Employees,

(7) Registration Statement (Form S-8 No. 333-120894) pertaining to the SBC Stock Purchase and Deferral Plan and Cash Deferral Plan,

(8) Registration Statement (Form S-8 No. 333-99359) pertaining to the SBC PAYSOP, Pacific Telesis Group Employee Stock Ownership Plan, and Tax Reduction Act Stock Ownership Plan, and

(9) Registration Statement (Form S-3 Nos. 333-105774 and 333-118476) of SBC and the related Prospectuses;

of our reports dated February 25, 2005, with respect to the consolidated financial statements of SBC, SBC management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of SBC, incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedules of SBC included in this Annual Report (Form 10-K) of SBC.

By:  /s/ ERNST & YOUNG LLP
    ERNST & YOUNG LLP

San Antonio, Texas
March 11, 2005

EX-24

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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, John J. Stephens, 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 28 day of January 2005.

/s/ Richard G. Lindner
Richard G. Lindner
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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/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, Jon P. Klug, Richard G. Lindner, John J. Stephens, 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 28 day of January 2005.

/s/ Patricia P. Upton
Patricia P. Upton
Director

EX-31

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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 11, 2005

/s/
Edward E. Whitacre Jr.
Chairman and Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION

I, Richard G. Lindner, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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 11, 2005

/s/
Richard G. Lindner
Senior Executive Vice President
   and Chief Financial Officer

EX-32

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, 2004 (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 11, 2005 March 11, 2005

By: /s/	By: /s/
Edward E. Whitacre Jr.	Richard G. Lindner
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.

EX-99

Exhibit 99

CINGULAR WIRELESS LLC

PART II (Dollars in Millions)

Item 8. Financial Statements and Supplemental Data

CONSOLIDATED FINANCIAL STATEMENTS

CINGULAR WIRELESS LLC

Years Ended December 31, 2002 (restated), 2003 (restated) and 2004

with Report of Independent Registered Public Accounting Firm

79

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Item 8. Financial Statements and Supplemental Data

CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2002 (Restated), 2003 (Restated) and 2004

Contents
Report of Independent Registered Public Accounting Firm — Ernst & Young LLP	81
Report of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP	82
Audited Consolidated Financial Statements
Consolidated Balance Sheets	83
Consolidated Statements of Income	84
Consolidated Statements of Changes in Members’ Capital	85
Consolidated Statements of Comprehensive Income	86
Consolidated Statements of Cash Flows	87
Notes to Consolidated Financial Statements	88

80

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Item 8. Financial Statements and Supplemental Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareowners

Cingular Wireless Corporation, Manager of

     Cingular Wireless LLC

We have audited the accompanying consolidated balance sheets of Cingular Wireless LLC as of December 31, 2003 and 2004 and the related consolidated statements of income, changes in members’ capital, comprehensive income and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial statement schedule listed in the Index at Item 15a(2). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of Omnipoint Facilities Network II, LLC (Omnipoint), a wholly owned subsidiary of GSM Facilities, LLC (an equity investee in which the Company has an approximate 60% interest at December 31, 2004), have been audited by other auditors whose report has been furnished to us; insofar as our opinion on the consolidated financial statements relates to the 2003 and 2004 amounts included for Omnipoint, it is based solely on their report. In the consolidated financial statements, the Company’s indirect investment in Omnipoint is stated at $770 million and $880 million, respectively, at December 31, 2003 and 2004, and the Company’s equity in net losses of Omnipoint is stated at $100 million and $135 million, for the years then ended.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (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, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cingular Wireless LLC and subsidiaries at December 31, 2003 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial schedule when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As described in Note 5 to the consolidated financial statements, in 2002 the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

As described in Note 2 to the consolidated financial statements, the accompanying consolidated balance sheet as of December 31, 2003 and the related consolidated statements of income, changes in members’ capital, comprehensive income and cash flows for each of the years ended December 31, 2002 and 2003 have been restated.

/s/ ERNST & YOUNG LLP

Atlanta, Georgia

March 4, 2005

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PART II (Dollars in Millions)

Item 8.     Financial Statements and Supplemental Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members and Board of Directors of GSM Facilities, LLC:

In our opinion, the accompanying balance sheets and the related statements of operations, of member’s equity and of cash flows (not presented separately herein) present fairly, in all material respects, the financial position of Omnipoint Facilities Network II, LLC (the Company) at December 31, 2004 and 2003, and the results of its operations and its cash flows for the years ended December 31, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Notes 1 and 5, the Company’s transactions are substantially with related parties, who are the Company’s member owners. Additionally, as described in Note 1, the Company relies on its member owners for funding requirements.

As described in notes 1 and 6, the Company’s assets were contributed to T-Mobile USA, Inc. (T-Mobile) on January 5^th, 2005, as part of an agreement between T-Mobile and Cingular Wireless LLC to unwind the operations of their joint venture, GSM Facilities, LLC.

As discussed in Note 2, the consolidated financial statements for the years ended December 31, 2003 and 2002 have been restated.

/s/ PRICEWATERHOUSECOOPERS LLP

Seattle, Washington

March 3, 2005

82

CINGULAR WIRELESS LLC

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

CONSOLIDATED BALANCE SHEETS

		December 31,
		2003			2004
		(Dollars in millions)
		(Restated)
ASSETS
Current assets:
	Cash and cash equivalents	$	1,139		$	352
	Accounts receivable — net of allowance for doubtful accounts of $130 and $317		1,592			3,448
	Due from affiliates, net		—			138
	Inventories		273			690
	Prepaid assets		186			346
	Other current assets		110			596
Total current assets			3,300			5,570
Property, plant and equipment, net			10,962			21,958
Licenses, net			7,769			24,762
Goodwill			849			21,637
Customer relationship intangibles, net			150			4,698
Other intangible assets, net			5			241
Investments in and advances to equity affiliates			2,269			2,676
Other assets			226			696
Total assets		$	25,530		$	82,238
LIABILITIES AND MEMBERS’ CAPITAL
Current liabilities:
	Debt maturing within one year	$	95		$	2,158
	Accounts payable		904			1,383
	Due to affiliates, net		54			—
	Advanced billing and customer deposits		538			728
	Accrued liabilities		1,619			3,714
Total current liabilities			3,210			7,983
Long-term debt:
	Debt due to members		9,678			9,628
	Other long-term debt, net of premium		2,914			14,229
Total long-term debt			12,592			23,857
Deferred tax liabilities, net			190			3,997
Other noncurrent liabilities			546			1,256
Total liabilities			16,538			37,093
Commitments and contingencies (see Note 18)
Minority interests in consolidated entities			659			609
Members’ capital:
	Members’ capital		8,513			44,714
	Receivable for properties to be contributed		(178	)		(178	)
	Accumulated other comprehensive loss, net of taxes		(2	)		—
Total members’ capital			8,333			44,536
Total liabilities and members’ capital		$	25,530		$	82,238

See accompanying notes.

83

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PART II (Dollars in Millions)

Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

CONSOLIDATED STATEMENTS OF INCOME

		Year Ended December 31,
		2002			2003			2004
		(Dollars in millions)
		(Restated)			(Restated)
Operating revenues:
	Service revenues	$	13,922		$	14,223		$	17,473
	Equipment sales		981			1,260			1,963
Total operating revenues			14,903			15,483			19,436
Operating expenses:
	Cost of services (excluding depreciation of $1,393, $1,670 and $2,259, which is included below)		3,594			3,681			4,608
	Cost of equipment sales		1,535			2,031			2,874
	Selling, general and administrative		5,429			5,428			7,349
	Depreciation and amortization		1,849			2,089			3,077
Total operating expenses			12,407			13,229			17,908
Operating income			2,496			2,254			1,528
Other income (expenses):
	Interest expense		(911	)		(856	)		(900	)
	Minority interest in earnings of consolidated entities		(123	)		(101	)		(86	)
	Equity in net loss of affiliates		(274	)		(333	)		(415	)
	Other, net		29			41			16
Total other income (expenses)			(1,279	)		(1,249	)		(1,385	)
Income before provision for income taxes and cumulative effect of accounting change			1,217			1,005			143
Provision (benefit) for income taxes			12			28			(58	)
Income before cumulative effect of accounting change			1,205			977			201
Cumulative effect of accounting change, net of tax			(32	)		—			—
Net income		$	1,173		$	977		$	201

See accompanying notes.

84

CINGULAR WIRELESS LLC

PART II (Dollars in Millions)

Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

		(Dollars in millions)
Balance at December 31, 2001, as originally reported		$	5,850
	Effect of restatement on periods ending on or prior to December 31, 2001		(72	)
Balance at December 31, 2001, as restated			5,778
	Net income, as restated		1,173
	Contributions from members		484
Balance at December 31, 2002, as restated			7,435
	Net income, as restated		977
	Distributions to members, net		(79	)
Balance at December 31, 2003, as restated			8,333
	Net income		201
	Contributions from members, net		36,000
	Other, net		2
Balance at December 31, 2004		$	44,536

85

CINGULAR WIRELESS LLC

PART II (Dollars in Millions)

Item 8.     Financial Statements and Supplemental Data

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

				Year Ended December 31,
				2002			2003		2004
				(Restated)			(Restated)
				(Dollars in millions)
Comprehensive Income
Net income				$	1,173		$	977	$	201
	Other comprehensive income (loss):
		Minimum pension liability adjustment, net of taxes of $1 in 2004			(1	)		—		(4	)
		Net foreign currency translation adjustment, net of taxes of ($4)			—			—		6
		Net unrealized gain (loss) on securities:
			Reclassification adjustment for losses included in net income		1			—		—
Total comprehensive income				$	1,173		$	977	$	203

See accompanying notes.

86

CINGULAR WIRELESS LLC

PART II (Dollars in Millions)

Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Year Ended December 31,
			2002			2003			2004
			(Dollars in millions)
			(Restated)			(Restated)
Operating activities
Net income			$	1,173		$	977		$	201
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization			1,849			2,089			3,077
	Provision for doubtful accounts			404			259			423
	Asset impairments			151			—			4
	Minority interest in earnings of consolidated entities			123			101			86
	Equity in net loss of affiliates			274			333			415
	Cumulative effect of accounting change, net of tax			32			—			—
	Amortization of debt discount (premium), net			1			1			(43	)
	Deferred income taxes			(3	)		(1	)		(74	)
	Changes in operating assets and liabilities:
		Accounts receivable		(280	)		(331	)		(336	)
		Inventories		63			(147	)		(189	)
		Other current assets		(42	)		(83	)		(18	)
		Accounts payable and other current liabilities		(411	)		278			(512	)
		Pensions and post-employment benefits		91			55			88
	Other, net			167			155			198
Net cash provided by operating activities				3,592			3,686			3,320
Investing activities
Construction and capital expenditures				(3,085	)		(2,734	)		(3,449	)
Investments in and advances to equity affiliates, net				(450	)		(616	)		(422	)
Dispositions of assets				6			7			188
Acquisition of AT&T Wireless, net of cash received				—			—			(35,543	)
Acquisitions of other businesses and licenses, net of cash received				(6	)		(25	)		(1,632	)
Contractor engineering deposit				(50	)		—			—
Purchases of held-to-maturity investments				—			—			(219	)
Net cash used in investing activities				(3,585	)		(3,368	)		(41,077	)
Financing activities
Net borrowings under revolving credit agreement				—			—			1,667
Net repayment of commercial paper				(27	)		—			—
Net repayment of long-term debt				(59	)		(64	)		(530	)
Repayment of long-term debt due to members				—			—			(50	)
Net distributions to minority interests				(79	)		(33	)		(141	)
Contributions from members				499			10			36,024
Net cash provided by (used in) financing activities				334			(87	)		36,970
Net increase (decrease) in cash and cash equivalents				341			231			(787	)
Cash and cash equivalents at beginning of period				567			908			1,139
Cash and cash equivalents at end of period			$	908		$	1,139		$	352

See accompanying notes.

87

CINGULAR WIRELESS LLC

PART II (Dollars in Millions)

Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2002, 2003, and 2004

(Dollars in Millions)

1. Summary of Significant Accounting Policies

Background and Basis of Presentation

Cingular Wireless LLC (the Company) is a Delaware limited liability company formed in 2000 by SBC Communications Inc. (SBC) and BellSouth Corporation (BellSouth) as the operating company for their U.S. wireless joint venture. SBC and BellSouth, through their wholly owned subsidiaries, respectively, own approximate 60% and 40% economic interests in the Company. Cingular Wireless Corporation (the Manager), which is directed equally by SBC and BellSouth, acts as the Company’s manager and controls the Company’s management and operations. The Company provides wireless voice and data communications services, including local, long-distance and roaming services using both cellular and personal communications services (PCS), and equipment to customers in 44 states, including service to all 100 of the largest U.S. metropolitan areas. All of the Company’s operations, which primarily serve customers in the U.S., are conducted through subsidiaries or joint ventures. Through roaming arrangements with other carriers, the Company provides its customers service in regions where it does not have network coverage and is thus able to serve customers in virtually the entire U.S. and over 170 foreign countries.

In October 2004, the Company acquired AT&T Wireless Services, Inc. (AT&T Wireless) for an aggregate consideration of approximately $41,000 in cash. AT&T Wireless, which has been renamed New Cingular Wireless Services, Inc. but will continue to be referred to herein as AT&T Wireless, is now a direct wholly owned subsidiary of the Company. The assets and operations of AT&T Wireless are being integrated with those of the Company, and the business is conducted under the “Cingular” brand name. See Note 3 for further discussion of the acquisition.

As provided for in the original Contribution and Formation Agreement between the Company, SBC and BellSouth, contributions of wireless operations and assets in certain markets were made during 2000 and 2001. The contribution by SBC of wireless operations and assets in the Arkansas markets, or an equivalent amount in cash if such assets are not contributed, was still pending as of December 31, 2004. The Company has recorded amounts to be contributed as “Receivable for properties to be contributed” in the consolidated balance sheets. Until such time as the contribution is made, the Company continues to manage the properties for a fee. Fees received for managing the Arkansas markets for the years ended December 31, 2002, 2003 and 2004 were $22, $30 and $40, respectively.

These consolidated financial statements include charges from SBC and BellSouth for certain expenses pursuant to various agreements (see Notes 12 and 17). These expenses are considered to be a reasonable reflection of the value of services provided or the benefits received by the Company.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (GAAP) requires management to make estimates and assumptions that affect the amounts reflected in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, where applicable, and other assumptions that management believes are reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions. Estimates are used when accounting for certain items such as revenue, allowance for doubtful accounts, useful lives of property, plant and equipment and amortization periods for intangible assets, asset

88

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

impairments, inventory reserves, legal and tax contingencies, employee compensation programs, evaluation of minimum lease term for operating leases, fair values of investments and intangible assets, asset impairment charges and deferred income taxes, including income tax valuation allowances. Additionally, estimates are used when recording the fair values of assets acquired and liabilities assumed in a purchase business combination.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, variable interest entities in which the Company is the primary beneficiary as defined by Financial Accounting Standards Board (FASB) Interpretation No. 46R, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51(FIN 46R), and voting interest entities in which the Company exercises control. Other parties’ interests in consolidated entities are reported as minority interests. All significant intercompany transactions are eliminated in the consolidation process.

The equity method is used to account for investments that are not consolidated but in which the Company exercises significant influence. Investments in which the Company does not have the ability to exercise significant influence are accounted for under the cost method.

Segments

The Company manages the business as one reportable business segment, wireless communications services, which also is a single operating segment. The Company operates primarily in the U.S.

Revenue Recognition

The Company earns service revenues by providing access to its wireless network (access revenue) and for usage of its wireless system (airtime revenue). Access revenue from postpaid customers is billed either in advance or arrears and recognized ratably over the service period. Airtime revenue, including roaming revenue and long-distance revenue, is billed in arrears based on minutes of use and is recognized when the service is rendered. Prepaid airtime sold to customers and revenue collected from pay-in-advance customers is recorded as deferred revenue prior to the commencement of services, and revenue is recognized when airtime is used or expires. Access and airtime services provided are billed throughout the month according to the bill cycle in which a particular subscriber is placed. As a result of bill cycle cut-off times, the Company is required to make estimates for service revenues earned but not yet billed at the end of each month, and for advanced billings. These estimates are based primarily upon historical minutes of use.

The Company’s ROLLOVER® rate plans include a feature whereby unused anytime minutes do not expire each month but rather are available, under certain conditions, for future use for a period not to exceed one year from the date of purchase. The Company defers revenue based on an estimate of the portion of unused minutes expected to be utilized prior to expiration. Historical subscriber usage patterns, which have been consistent and which the Company views to be reliable for purposes of gauging predictive behavior, allow the Company to estimate the number of unused minutes to be utilized, as well as those which are likely to expire or be forfeited. No deferral of revenue is recorded for the minutes that are expected to

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

expire or be forfeited, as no future performance is expected to be required by the Company, nor is there any obligation to refund or redeem for value expired minutes. During the second quarter of 2004, the Company modified its estimate for calculating the deferral to incorporate more refined customer data and usage patterns, which in the Company’s view more accurately reflects the estimate of future utilization of those minutes based on historical trends. This change in estimate resulted in a $63 decrease in the deferral recorded as of December 31, 2004, and a corresponding increase to services revenue, as compared to the deferral that would have been recorded prior to making the change. The balance of the deferral as of December 31, 2003 and 2004 was $103 and $146, respectively, and has been included in “Advanced billings and customer deposits” in the consolidated balance sheets.

Service revenues include revenues from Company customers who roam outside their selected home coverage area, referred to as “incollect” roaming revenues, and revenues from other wireless carriers for roaming by their customers on the Company’s network, referred to as “outcollect” roaming revenues.

The Company offers enhanced services including caller ID, call waiting, call forwarding, three-way calling, no answer/busy transfer, text messaging and voice mail. Generally, these enhanced features generate additional service revenues through monthly subscription fees or increased wireless usage through utilization of the features. Other optional services, such as mobile-to-mobile calling, roadside assistance and handset insurance, may also be provided for a monthly fee. These enhanced features and optional services may be bundled with package rate plans or sold separately. Revenues for enhanced services and optional features are recognized as earned. Service revenues also include billings to our customers for Universal Service Fund (USF) and other regulatory fees.

Equipment sales consist principally of revenues from the sale of wireless handsets and accessories to new and existing customers and to agents and other third-party distributors. The revenue and related expenses associated with the sale of wireless handsets and accessories through our indirect sales channels are recognized when the products are delivered and accepted by the agent or third-party distributor, as this is considered to be a separate earnings process from the sale of wireless services and probability of collection is likely. Shipping and handling costs for wireless handsets sold to agents and other third-party distributors are classified as costs of equipment sales.

Effective July 1, 2003, the Company adopted Emerging Issues Task Force (EITF) No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables, which is being applied on a prospective basis. The consensus addresses how to account for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Revenue arrangements with multiple deliverables are required to be divided into separate units of accounting if the deliverables in the arrangement meet certain criteria. Arrangement consideration must be allocated among the separate units of accounting based on their relative fair values. The consensus also supersedes certain guidance set forth in Securities and Exchange Commission (SEC) Staff Accounting Bulletin Number 101, Revenue Recognition in Financial Statements (SAB 101). SAB 101 was amended in December 2003 by Staff Accounting Bulletin Number 104 (SAB 104).

The Company determined that the sale of wireless services through its direct sales channels with an accompanying handset constitutes a revenue arrangement with multiple deliverables. Upon adoption of EITF No. 00-21, the Company began dividing these arrangements into separate units of accounting,

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CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

including the wireless service and handset. Arrangement consideration received for the handset is recognized as equipment sales when the handset is delivered and accepted by the subscriber. Arrangement consideration received for the wireless service is recognized as service revenues when earned. As the non-refundable, up-front activation fee charged to the subscriber does not meet the criteria as a separate unit of accounting, the Company allocates the additional arrangement consideration received from the activation fee to the handset (the delivered item) to the extent that the aggregate handset and activation fee proceeds do not exceed the fair value of the handset. Any activation fees not allocated to the handset would be deferred upon activation and recognized as service revenue on a straight-line basis over the expected customer relationship period. The Company determined that the sale of wireless services through its indirect sales channels (agents) does not constitute a revenue arrangement with multiple deliverables. For indirect channel sales, the Company continues to defer non-refundable, up-front activation fees and associated costs to the extent of the related revenues in accordance with SAB 104. These deferred fees and costs are amortized on a straight line basis over the estimated customer relationship period, which is currently estimated to be three years. The Company has recorded deferred revenues and deferred expenses of equal amounts in the consolidated balance sheets. As of December 31, 2003 and 2004, SAB 104 deferred revenues and expenses were $104 and $124, respectively.

Income Taxes

The Company is not a taxable entity for federal income tax purposes. Federal taxable income or loss is included in our respective members’ federal income tax returns. The Company’s provision (benefit) for income taxes includes federal and state income taxes for our corporate subsidiaries, as well as for certain states which impose income taxes upon non-corporate legal entities. The acquisition of AT&T Wireless resulted in a significant increase in our pre-tax income (loss) from our corporate subsidiaries. AT&T Wireless retained its corporation status; however, after the acquisition, AT&T Wireless transferred the majority of its assets and liabilities to Cingular Wireless II, LLC (CW II), which it owns jointly with the Company. In exchange for the assets and liabilities transferred to CW II, AT&T Wireless received a 43% ownership interest in CW II, from which any income (loss) is allocated accordingly and is subject to federal and state income taxes. The remaining 57% of the income (loss) from CW II is allocated to the Company and flows through to the members or partners who are taxed at their level pursuant to federal and state income tax laws.

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities, applying enacted statutory rates in effect for the year in which the differences are expected to reverse. Pursuant to the provisions of Statement of Financial Accounting Standards (SFAS) No. 109, Accounting For Income Taxes, the Company provides valuation allowances for deferred tax assets for which it does not consider realization of such assets to be more likely than not. See Note 16 for further information.

Required Distributions

The Company is required to make periodic distributions to its members on a pro rata basis in accordance with each member’s ownership interest in amounts sufficient to permit members to pay the tax liabilities resulting from allocations of income tax items from the Company. Since the Company did not generate

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CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

taxable income in 2002, 2003 or 2004, the Company made no distributions for tax liabilities in 2002, 2003 or 2004.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities of three months or less. Outstanding checks and drafts of $74 and $169 have been included in “Accounts payable” in the consolidated balance sheets as of December 31, 2003 and 2004, respectively.

Short-Term Investments

Short-term investments primarily include investments with original maturities of generally more than three months and less than one year. The Company’s short-term investments primarily related to assets placed in trust for the redemption of certain debt acquired in the AT&T Wireless acquisition (see Note 9) and for employee benefit obligations (see Note 17). These investments, which are classified as held-to-maturity and totaled $233 as of December 31, 2004, are carried at cost, which approximates fair value, and are included in “Other current assets” in the consolidated balance sheets.

Accounts Receivable

Accounts receivable consist principally of trade accounts receivable from customers and are generally unsecured and due within 30 days. Credit losses relating to these receivables consistently have been within management’s expectations. Expected credit losses are recorded as an allowance for doubtful accounts in the consolidated balance sheets. Estimates of expected credit losses are based primarily on historical write-off experience, net of recoveries, and on the aging of the accounts receivable balances. The collection policies and procedures of the Company vary by credit class and prior payment history of customers. Provisions for uncollectible receivables are included in selling, general and administrative expenses.

Inventories

Inventories consist principally of wireless handsets and accessories and are valued at the lower of cost or market value. Market value is determined using replacement cost. The Company maintains inventory valuation reserves for obsolescence and slow moving inventory. These reserves are determined based on analysis of inventory agings.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. The cost of additions and substantial improvements is capitalized. Interest expense and network engineering costs incurred during the construction phase of the Company’s wireless network are capitalized as part of property, plant and equipment until the projects are completed and the assets are placed into service. The cost of maintenance and repairs is charged to operating expenses. Property, plant and equipment are depreciated using the straight-line method over their estimated useful lives. Leasehold improvements, including cell site acquisition and other site construction improvements, are depreciated over the shorter of their estimated useful lives or lease terms that are reasonably assured. Depreciation lives may be

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CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

accelerated due to changes in technology, the rate of migration of the Company’s subscriber base from its Time Division Multiple Access (TDMA) network to its Global System for Mobile Communication (GSM) network or other industry conditions. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized and included in “Cost of services.”

Software Capitalization

The Company capitalizes certain costs incurred in connection with developing or obtaining internal use software in accordance with American Institute of Certified Public Accountants Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Capitalized costs include direct development costs associated with internal use software, including internal direct labor costs and external costs of materials and services. These capitalized software costs are included in “Property, plant and equipment, net” in the consolidated balance sheets and are being amortized on a straight-line basis over a period not to exceed five years. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.

Intangible Assets

Intangible assets consist primarily of customer relationships, FCC spectrum licenses and the excess of consideration paid over the fair value of net assets acquired in purchase business combinations (goodwill). Additionally, in conjunction with the Company’s acquisition of AT&T Wireless in October 2004, the Company established intangible assets associated with trade names, trade marks and lease contracts.

Customer relationships represent values placed on customers of acquired businesses and have a finite life. The majority of the Company’s customer relationship intangible assets are amortized over a five-year period using the sum-of-the-years digits method.

Goodwill and other indefinite-lived intangible assets are not amortized in accordance with SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142). The Company has determined that its FCC spectrum licenses, except for those used in the Mobitex data business, which it sold in the fourth quarter of 2004 (see Note 3), and those held by foreign subsidiaries, should be treated as indefinite-lived intangible assets (see Note 5). The FCC issues spectrum licenses that authorize wireless carriers to provide service in specific geographic service areas. The FCC grants licenses for terms of up to ten years. In 1993, the FCC adopted specific standards to apply to wireless renewals, concluding it will award a license renewal to a licensee that meets certain standards of past performance. Historically, the FCC has granted license renewals routinely. The licenses held by the Company expire at various dates. The Company believes that it will be able to meet all requirements necessary to secure renewal of its wireless licenses.

Finite-lived licenses, which included those formerly used in the Mobitex data business and those held by foreign subsidiaries, are amortized using the straight-line method over their estimated useful lives. Licenses held by foreign subsidiaries are not subject to FCC jurisdiction.

The Company tests goodwill and other indefinite-lived intangible assets for impairment on an annual basis. Additionally, goodwill will be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the Company’s fair value below its carrying

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CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

value. Indefinite-lived intangible assets will be tested between annual tests if events or changes in circumstances indicate that the asset might be impaired. These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. See Note 5 for discussion of the goodwill and indefinite-lived intangible asset impairment tests.

Valuation of Long-lived Assets

Long-lived assets, including property, plant and equipment and intangible assets with finite lives, are reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technological or other industry changes. In analyzing potential impairment, the Company uses projections of future cash flows from the asset group. These projections are based on the Company’s views of forecasted growth rates, anticipated future economic conditions, appropriate discount rates relative to risk and estimates of residual values. If the total of the expected future undiscounted cash flows from the asset group the Company intends to hold and use is less than the carrying amount of the asset group, a loss is recognized for the difference between the fair value and carrying amount of the asset group. The asset group to be held and used represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company has determined the lowest level for which cash flows are largely independent of the cash flows of other groups is the consolidated company level. For assets the Company intends to dispose of, a loss is recognized if the carrying amount of the assets in the disposal group is more than fair value, net of the costs of disposal. The Company principally uses the discounted cash flow method to estimate the fair value of its long-lived assets. The discount rate applied to the undiscounted cash flows is consistent with the Company’s weighted-average cost of capital.

The Company periodically evaluates the useful lives of its wireless network equipment and other equipment and finite-lived intangible assets based on technological and other industry changes to determine whether events or changes in circumstances warrant revisions to the useful lives (see Notes 4 and 13).

Valuation of Investments

The Company holds equity interests in certain entities (see Note 6). These investments are primarily accounted for under the equity method of accounting. In accordance with Accounting Principles Board (APB) Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock, the Company reviews its equity method investments for impairment. These reviews are performed to determine whether any decline in the fair value of an investment below its carrying value is deemed to be other than temporary, in which case an impairment charge would be recorded.

Deferred Financing Costs

Debt financing costs are capitalized and amortized over the terms of the underlying obligation using the straight-line method, which approximates the effective interest method. The net deferred financing costs

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

were $17 and $24 at December 31, 2003 and 2004, respectively. These deferred financing costs are included in “Other assets” in the consolidated balance sheets.

Asset Retirement Obligations

The Company adopted SFAS No. 143, Accounting for Asset Retirement Obligations(SFAS 143) effective January 1, 2003. This statement requires the Company to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and capitalize that amount as part of the book value of the long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the estimated useful life of the related asset. Upon settlement of the liability, the Company either settles the obligation for its recorded amount or incurs a gain or loss.

The Company has certain legal obligations related to network infrastructure, principally tower assets, which fall within the scope of SFAS 143. These legal obligations include obligations to remediate leased land on which the Company’s network infrastructure assets are located. The significant assumptions used in estimating the Company’s asset retirement obligations include the following: a 25% to 80% probability, depending upon the type of operating lease, that the Company’s assets with asset retirement obligations will be remediated at the lessor’s directive; expected settlement dates that coincide with lease expiration dates plus estimates of lease extensions; remediation costs that are indicative of what third party vendors would charge the Company to remediate the sites; expected inflation rates that are consistent with historical inflation rates; and credit-adjusted risk-free rates that approximate the Company’s incremental borrowing rates.

Advertising Costs

Costs for advertising are expensed as incurred. Total advertising expenses were $549, $643 and $973 for the years ended December 31, 2002, 2003 and 2004, respectively. Advertising expenses for 2004 include integration costs associated with public relations activities and media coverage to promote the combined company (see Note 14).

Operating Leases

The Company accounts for its operating leases in accordance with SFAS No. 13, Accounting for Leases and FASB Technical Bulletin No. 85-3, Accounting for Operating Leases with Scheduled Rent Increases. Rent expense is recorded on a straight-line basis over the initial lease term and those renewal periods that are reasonably assured. The difference between rent expense and rent paid is recorded as deferred rent and is included in “Accrued liabilities” and “Other noncurrent liabilities” in the consolidated balance sheets.

Derivative Financial Instruments

In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, (SFAS 133), the Company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Gains and losses resulting from changes in the fair values of those derivative instruments will be recorded to earnings or other comprehensive income (loss) depending on the use of the derivative instrument and whether it qualifies for hedge accounting.

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

The Company also assesses, both at the inception of the hedge and on an on-going basis, whether the derivatives that are used in hedging transactions are effective. Should it be determined that a derivative is not effective as a hedge, the Company would discontinue the hedge accounting prospectively.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (SFAS 149). This statement amends and clarifies accounting for derivative instruments and for hedging activities under SFAS 133. The adoption of this statement on July 1, 2003 did not have a material impact on the Company’s results of operations, financial position and cash flows.

Guarantees

In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others — an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34 (FIN 45), which provides additional accounting guidance and disclosure requirements for most guarantees, including indemnifications. It requires that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligations it assumes under that guarantee if that amount is reasonably estimable, and must disclose that information in its interim and annual financial statements. The provisions for initial recognition and measurement of the liability are to be applied on a prospective basis to guarantees issued or modified on or after January 1, 2003.

New Accounting Standards

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS 150). This statement establishes standards for how an issuer classifies and measures financial instruments with characteristics of both liabilities and equity. SFAS 150 requires that instruments that are redeemable upon liquidation or termination of an issuing subsidiary that has a limited life are considered mandatorily redeemable shares in the financial statements of the parent. Accordingly, those non-controlling interests are required to be classified as liabilities and recorded at settlement value by SFAS 150. This statement was effective beginning July 1, 2003. As a result of concerns over implementation and measurement issues, on November 7, 2003, FASB Staff Position (FSP) FAS 150-3 was issued deferring indefinitely the effective date for the measurement provisions of paragraphs 9 and 10 of SFAS 150, as they apply to mandatorily redeemable non-controlling interests (e.g., minority interests) of limited-life entities that are consolidated in financial statements.

Certain of the Company’s consolidated entities with minority partners have finite lives. While there are no provisions in the entity charter agreements that require liquidation upon expiration of the entities’ stated lives, the guidance in SFAS 150 still requires the minority interest to be recorded on the balance sheet at settlement value as if the minority interest will be liquidated at that time. The impact on the Company’s results of operations, financial position and cash flows would not be material.

In September 2004, the EITF reached a consensus on Issue No. 04-01, Accounting for Pre-existing Contractual Relationships between the Parties to a Purchase Business Combination (EITF 04-01). The

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

consensus requires companies to evaluate pre-existing contractual relationships between two parties to a business combination to determine whether settlement of the pre-existing contractual relationship has occurred. Settlements of a pre-existing contractual relationship should be accounted for separately from the business combination. EITF 04-01 is effective for business combinations consummated for reporting periods beginning after October 2004 and is required to be adopted in the first quarter of 2005. The Company adopted this new pronouncement effective January 1, 2005. The impact to the Company’s ongoing results of operations and cash flows as a result of adopting this new statement is not material.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets — An Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions (SFAS 153). SFAS 153 eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, Accounting for Nonmonetary Transactions, and replaces it with an exception for exchanges that do not have commercial substance. SFAS 153 specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for the fiscal periods beginning after June 15, 2005 and is required to be adopted by the Company in the third quarter of 2005. The Company is currently evaluating the effect that the adoption of SFAS 153 will have on its consolidated results of operations and financial condition but does not expect it to have a material impact.

     Reclassifications

Certain amounts have been reclassified in the 2002 and 2003 consolidated financial statements to conform to the current year presentation.

2.     Restatements

On February 18, 2005, Company management and the Audit Committee of the board of directors of the Manager concluded that the Company’s financial statements for fiscal periods ending December 31, 2000 through December 31, 2003 and the first three interim periods of 2004 should be restated to correct certain errors relating to accounting for operating leases. While management believes that the impact of this error is not material to any previously issued financial statements, it determined that the cumulative adjustment required to correct this error was too large to record in 2004.

The Company has operating leases, principally for cell sites, that have escalating rentals during the initial lease term and during succeeding optional renewal periods. During the course of preparing its 2004 consolidated financial statements, the Company determined that its method of accounting for operating leases did not comply with the requirements of SFAS No. 13, Accounting for Leases and FASB Technical Bulletin No. 85-3, Accounting for Operating Leases with Scheduled Rent Increases. Historically, the Company has not assumed the exercise of available renewal options in its accounting for operating leases. The Company reevaluated its accounting for operating leases and the related useful lives for depreciating leasehold improvements following publication of a letter issued by the Office of the Chief Accountant of the U.S. Securities and Exchange Commission on February 7, 2005. In light of the Company’s investment in each cell site, including acquisition costs and leasehold improvements, the Company has determined that the exercise of certain renewal options was reasonably assured at the inception of the leases. Accordingly, the Company has corrected its accounting to recognize rent expense, on a straight-line basis,

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CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

over the initial lease term and renewal periods that are reasonably assured, and to depreciate the associated leasehold improvements and other related assets over the lesser of their useful lives or their respective lease terms. These restated financial statements reflect these corrections.

The Company’s network infrastructure venture with T-Mobile USA, Inc. (T-Mobile), GSM Facilities LLC (GSMF), accounted for under the equity method, reached a similar conclusion with respect to operating leases, requiring correction and restatement of its previously issued financial statements for the years ended December 31, 2003 and 2002. Accordingly, the Company also revised and restated its equity accounting for the venture.

The impact of these restatements to the Company’s statements of income for the years ended December 31, 2002 and December 31, 2003 was a decrease to Net income of $34 and $45, respectively, as well as a decrease to Member’s capital of $72 as of December 31, 2001. The impact associated with correcting the Company’s accounting for operating leases was an increase to lease expense of $23 and $3, reflected in Costs of services and Selling, general and administrative expenses, respectively, for the year ended December 31, 2002 and of $29 and $6, respectively, for the year ended December 31, 2003. The impact associated with correcting the accounting for the operating leases and useful lives of the Company’s GSMF joint venture was an increase in Equity in net loss of affiliates of $9 and $10, respectively, for the same periods. The above correction also had a de minimus impact on Depreciation and amortization to adjust for the lives used to depreciate certain leasehold improvements. The restatements also impacted Property, plant and equipment, net; Investments in and advances to equity affiliates; Accrued liabilities; Other noncurrent liabilities; and Members’ capital on the consolidated balance sheet as of December 31, 2003.

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

The following schedules reconcile the amounts as originally reported in the Company’s consolidated balance sheet as of December 31, 2003 and the consolidated statements of income, comprehensive income, changes in members’ capital and cash flows for the years ended December 31, 2002 and 2003:

Consolidated Balance Sheet

		As of December 31, 2003
		(Reported)		Adjustments			(Restated)
		(Dollars in millions)
ASSETS
Current assets:
	Cash and cash equivalents	$	1,139		—		$	1,139
	Accounts receivable — net of allowance for doubtful accounts of $130		1,592		—			1,592
	Inventories		273		—			273
	Prepaid assets		186		—			186
	Other current assets		110		—			110
Total current assets			3,300		—			3,300
Property, plant and equipment, net			10,939		23			10,962
Licenses, net			7,769		—			7,769
Goodwill			849		—			849
Customer relationship intangibles, net			150		—			150
Other intangible assets, net			5		—			5
Investments in and advances to equity affiliates			2,288		(19	)		2,269
Other assets			226		—			226
Total assets		$	25,526		4		$	25,530
LIABILITIES AND MEMBERS’ CAPITAL
Current liabilities:
	Debt maturing within one year	$	95		—		$	95
	Accounts payable		904		—			904
	Due to affiliates, net		54		—			54
	Advanced billing and customer deposits		538		—			538
	Accrued liabilities		1,596		23			1,619
Total current liabilities			3,187		23			3,210

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CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

		As of December 31, 2003
		(Reported)			Adjustments			(Restated)
		(Dollars in millions)
Long-term debt:
	Debt due to members		9,678			—			9,678
	Other long-term debt, net of premium		2,914			—			2,914
Total long-term debt			12,592			—			12,592
Deferred tax liabilities, net			190			—			190
Other noncurrent liabilities			414			132			546
Total liabilities			16,383			155			16,538
Minority interests in consolidated entities			659			—			659
Members’ capital:
	Members’ capital		8,664			(151	)		8,513
	Receivable for properties to be contributed		(178	)		—			(178	)
	Accumulated other comprehensive loss, net of taxes of $0		(2	)		—			(2	)
Total members’ capital			8,484			(151	)		8,333
Total liabilities and members’ capital		$	25,526			4		$	25,530

Consolidated Statements of Income

		Year Ended December 31, 2002							Year Ended December 31, 2003
		(Reported)		Adjustments			(Restated)		(Reported)		Adjustments			(Restated)
		(Dollars in millions)
Operating revenues:
	Service revenues	$	13,922	$	—		$	13,922	$	14,223	$	—		$	14,223
	Equipment sales		981		—			981		1,260		—			1,260
Total operating revenues			14,903		—			14,903		15,483		—			15,483
Operating expenses:
	Cost of services		3,571		23			3,594		3,652		29			3,681
	Cost of equipment sales		1,535		—			1,535		2,031		—			2,031
	Selling, general and administrative		5,426		3			5,429		5,422		6			5,428
	Depreciation and amortization		1,850		(1	)		1,849		2,089		—			2,089
Total operating expenses			12,382		25			12,407		13,194		35			13,229
Operating income			2,521		(25	)		2,496		2,289		(35	)		2,254

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

		Year Ended December 31, 2002									Year Ended December 31, 2003
		(Reported)			Adjustments			(Restated)			(Reported)			Adjustments			(Restated)
		(Dollars in millions)
Other income (expenses):
	Interest expense		(911	)		—			(911	)		(856	)		—			(856	)
	Minority interest in earnings of consolidated entities		(123	)		—			(123	)		(101	)		—			(101	)
	Equity in net loss of affiliates		(265	)		(9	)		(274	)		(323	)		(10	)		(333	)
	Other, net		29			—			29			41			—			41
	Total other income (expenses)		(1,270	)		(9	)		(1,279	)		(1,239	)		(10	)		(1,249	)
Income before provision for income taxes and cumulative effect of accounting change			1,251			(34	)		1,217			1,050			(45	)		1,005
Provision for income taxes			12			—			12			28			—			28
Income before cumulative effect of accounting change			1,239			(34	)		1,205			1,022			(45	)		977
Cumulative effect of accounting change, net of tax			(32	)		—			(32	)		—			—			—
Net income		$	1,207		$	(34	)	$	1,173		$	1,022		$	(45	)	$	977

Consolidated Statements of Comprehensive Income

				Year Ended December 31, 2002									Year Ended December 31, 2003
				(Reported)			Adjustments			(Restated)			(Reported)		Adjustments			(Restated)
				(Dollars in millions)
Comprehensive Income
Net income				$	1,207		$	(34	)	$	1,173		$	1,022	$	(45	)	$	977
	Other comprehensive income (loss)
		Minimum pension liability adjustment, net of tax			(1	)		—			(1	)		—		—			—
		Net unrealized gain (loss) on securities:
			Reclassification adjustment for losses included in net income		1			—			1			—		—			—
Total comprehensive income				$	1,207		$	(34	)	$	1,173		$	1,022	$	(45	)	$	977

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

Consolidated Statements of Cash Flows

			Year Ended December 31, 2002									Year Ended December 31, 2003
			(Reported)			Adjustments			(Restated)			(Reported)			Adjustments			(Restated)
			(Dollars in millions)
Operating activities
Net income			$	1,207		$	(34	)	$	1,173		$	1,022		$	(45	)	$	977
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization			1,850			(1	)		1,849			2,089			—			2,089
	Provision for doubtful accounts			404			—			404			259			—			259
	Asset impairments			151			—			151			—			—			—
	Minority interest in earnings of consolidated entities			123			—			123			101			—			101
	Equity in net loss of affiliates			265			9			274			323			10			333
	Cumulative effect of accounting change, net of tax			32			—			32			—			—			—
	Amortization of debt discount, net			1			—			1			1			—			1
	Deferred income taxes			(3	)		—			(3	)		(1	)		—			(1	)
	Changes in operating assets and liabilities:
		Accounts receivable		(280	)		—			(280	)		(331	)		—			(331	)
		Inventories		63			—			63			(147	)		—			(147	)
		Other current assets		(42	)		—			(42	)		(83	)		—			(83	)
		Accounts payable and other current liabilities		(420	)		9			(411	)		290			(12	)		278
		Pensions and post-employment benefits		91			—			91			55			—			55
	Other, net			150			17			167			108			47			155
Net cash provided by operating activities				3,592			—			3,592			3,686			—			3,686
Investing activities
Construction and capital expenditures				(3,085	)		—			(3,085	)		(2,734	)		—			(2,734	)
Investments in and advances to equity affiliates, net				(450	)		—			(450	)		(616	)		—			(616	)
Disposition of assets				6			—			6			7			—			7

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

	Year Ended December 31, 2002								Year Ended December 31, 2003
	(Reported)			Adjustments		(Restated)			(Reported)			Adjustments		(Restated)
	(Dollars in millions)
Acquisitions of businesses and licenses, net of cash received		(6	)		—		(6	)		(25	)		—		(25	)
Contractor engineering deposit		(50	)		—		(50	)		—			—		—
Net cash used in investing activities		(3,585	)		—		(3,585	)		(3,368	)		—		(3,368	)
Financing activities
Net repayment of commercial paper		(27	)		—		(27	)		—			—		—
Net repayment of long-term debt		(59	)		—		(59	)		(64	)		—		(64	)
Net distributions to minority interests		(79	)		—		(79	)		(33	)		—		(33	)
Contributions from members		499			—		499			10			—		10
Net cash provided by (used in) financing activities		334			—		334			(87	)		—		(87	)
Net increase in cash and cash equivalents		341			—		341			231			—		231
Cash and cash equivalents at beginning of period		567			—		567			908			—		908
Cash and cash equivalents at end of period	$	908		$	—	$	908		$	1,139		$	—	$	1,139

The restated consolidated statements of income by quarter for 2003 and 2004 are presented below:

		First		Second		Third		Fourth
		Quarter		Quarter		Quarter		Quarter
		(Restated)		(Restated)		(Restated)		(Restated)
		(Dollars in millions)
2003 (Unaudited)
Operating revenues:
	Service revenues	$	3,394	$	3,619	$	3,676	$	3,534
	Equipment sales		244		255		383		378
Total operating revenues			3,638		3,874		4,059		3,912
Operating expenses:
	Cost of services		829		897		1,010		945
	Cost of equipment sales		396		451		606		578
	Selling, general and administrative		1,218		1,271		1,442		1,497
	Depreciation and amortization		488		508		521		572
Total operating expenses			2,931		3,127		3,579		3,592
Operating income			707		747		480		320

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

		First			Second			Third			Fourth
		Quarter			Quarter			Quarter			Quarter
		(Restated)			(Restated)			(Restated)			(Restated)
		(Dollars in millions)
Other income (expenses):
	Interest expense		(225	)		(230	)		(197	)		(204	)
	Minority interest in earnings of consolidated entities		(24	)		(35	)		(25	)		(17	)
	Equity in net loss of affiliates		(74	)		(78	)		(90	)		(91	)
	Other, net		26			7			4			4
Total other income (expenses)			(297	)		(336	)		(308	)		(308	)
Income (loss) before provision for income taxes and cumulative effect of accounting change			410			411			172			12
Provision (benefit) for income taxes			2			12			6			8
Net income (loss)		$	408		$	399		$	166		$	4

The previously reported consolidated statements of income by quarter for 2003 are:

		First		Second		Third		Fourth
		Quarter		Quarter		Quarter		Quarter
		(Reported)		(Reported)		(Reported)		(Reported)
		(Dollars in millions)
2003 (Unaudited)
Operating revenues:
	Service revenues	$	3,394	$	3,619	$	3,676	$	3,534
	Equipment sales		244		255		383		378
Total operating revenues			3,638		3,874		4,059		3,912
Operating expenses:
	Cost of services		821		890		1,003		938
	Cost of equipment sales		396		451		606		578
	Selling, general and administrative		1,217		1,269		1,441		1,495
	Depreciation and amortization		488		508		521		572
Total operating expenses			2,922		3,118		3,571		3,583
Operating income			716		756		488		329

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

		First			Second			Third			Fourth
		Quarter			Quarter			Quarter			Quarter
		(Reported)			(Reported)			(Reported)			(Reported)
		(Dollars in millions)
Other income (expenses):
	Interest expense		(225	)		(230	)		(197	)		(204	)
	Minority interest in earnings of consolidated entities		(24	)		(35	)		(25	)		(17	)
	Equity in net loss of affiliates		(72	)		(76	)		(87	)		(88	)
	Other, net		26			7			4			4
Total other income (expenses)			(295	)		(334	)		(305	)		(305	)
Income (loss) before provision for income taxes and cumulative effect of accounting change			421			422			183			24
Provision (benefit) for income taxes			2			12			6			8
Net income (loss)		$	419		$	410		$	177		$	16

The effect of the restatement adjustments (unaudited) on the Company’s previously issued 2003 quarterly income statements are presented as follows:

		First			Second			Third			Fourth
		Quarter			Quarter			Quarter			Quarter
Net income as originally reported		$	419		$	410		$	177		$	16
Restatement adjustments:
	Cost of services		8			7			7			7
	Selling, general and administrative		1			2			1			2
	Equity in net loss of affiliates		(2	)		(2	)		(3	)		(3	)
Net income as restated		$	408		$	399		$	166		$	4

The impacts of these restatements to the Company’s statements of income for the quarters ended March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003 were decreases to Net income of $11, $11, $11 and $12, respectively. The impact associated with correcting the Company’s accounting for operating leases on network facilities was as an increase to rent expense, reflected in Cost of services; for operating leases on retail and administrative facilities, such increases in rent expense are reflected in Selling, general and administrative expenses. The correction also had a de minimus impact on Depreciation and amortization to adjust for the lives used to depreciate certain leasehold improvements. The impact associated with correcting the accounting for the operating leases and useful lives of the Company’s GSMF joint venture was an increase in Equity in net loss of affiliates.

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

		First			Second			Third
		Quarter			Quarter			Quarter
		(Restated)			(Restated)			(Restated)
		(Dollars in millions)
2004 (Unaudited)
Operating revenues:
	Service revenues	$	3,558		$	3,801		$	3,838
	Equipment sales		384			354			419
Total operating revenues			3,942			4,155			4,257
Operating expenses:
	Cost of services		930			951			1,072
	Cost of equipment sales		537			505			585
	Selling, general and administrative		1,372			1,463			1,567
	Depreciation and amortization		553			565			573
Total operating expenses			3,392			3,484			3,797
Operating income			550			671			460
Other income (expenses):
	Interest expense		(198	)		(199	)		(200	)
	Minority interest in earnings of consolidated entities		(27	)		(41	)		(20	)
	Equity in net loss of affiliates		(108	)		(95	)		(98	)
	Other, net		4			1			—
Total other income (expenses)			(329	)		(334	)		(318	)
Income (loss) before provision for income taxes and cumulative effect of accounting change			221			337			142
Provision (benefit) for income taxes			6			(2	)		—
Net income (loss)		$	215		$	339		$	142

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

The previously reported consolidated statements of income by quarter for 2004 are presented below:

		First			Second			Third
		Quarter			Quarter			Quarter
		(Reported)			(Reported)			(Reported)
		(Dollars in millions)
2004 (Unaudited)
Operating revenues:
	Service revenues	$	3,558		$	3,801		$	3,838
	Equipment sales		384			354			419
Total operating revenues			3,942			4,155			4,257
Operating expenses:
	Cost of services		922			943			1,072
	Cost of equipment sales		537			505			585
	Selling, general and administrative		1,372			1,462			1,567
	Depreciation and amortization		552			565			572
Total operating expenses			3,383			3,475			3,796
Operating income			559			680			461
Other income (expenses):
	Interest expense		(198	)		(199	)		(200	)
	Minority interest in earnings of consolidated entities		(27	)		(41	)		(20	)
	Equity in net loss of affiliates		(105	)		(92	)		(96	)
	Other, net		4			1			—
Total other income (expenses)			(326	)		(331	)		(316	)
Income (loss) before provision for income taxes and cumulative effect of accounting change			233			349			145
Provision (benefit) for income taxes			6			(2	)		—
Net income (loss)		$	227		$	351		$	145

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

The effect of the restatement adjustments (unaudited) on the Company’s previously issued 2004 quarterly income statements are presented as follows:

		First			Second			Third
		Quarter			Quarter			Quarter
Net income as originally reported		$	227		$	351		$	145
Restatement adjustments:
	Cost of services		8			8			—
	Selling, general and administrative		—			1			—
	Depreciation and amortization		1			—			1
	Equity in net loss of affiliates		(3	)		(3	)		(2	)
Net income as restated		$	215		$	339		$	142

The impacts of these restatements to the Company’s statements of income for the quarters ended March 31, 2004, June 30, 2004, and September 30, 2004 were decreases to Net income of $12, $12, and $3, respectively. The impact associated with correcting the Company’s accounting for operating leases on network facilities was as an increase to rent expense, reflected in Cost of services; for operating leases on retail and administrative facilities, such increases in rent expense are reflected in Selling, general and administrative expenses. The correction also had a de minimus impact on Depreciation and amortization to adjust for the lives used to depreciate certain leasehold improvements. The impact associated with correcting the accounting for the operating leases and useful lives of the Company’s GSMF joint venture was an increase in Equity in net loss of affiliates.

3. Acquisitions and Dispositions

During 2004, 2003 and 2002, the Company completed certain transactions as part of its overall strategy to expand its wireless footprint and divest itself of nonstrategic assets, as well as divestitures required by regulatory agencies.

Acquisitions

AT&T Wireless

In October 2004, the Company acquired AT&T Wireless in a transaction accounted for under the purchase method under SFAS No. 141, Business Combinations (SFAS 141). AT&T Wireless was a provider of wireless voice and data services and products primarily in the U.S. and served nearly 22 million subscribers as of the acquisition date. AT&T Wireless also held equity interests in U.S. and international communications ventures, corporations and partnerships. The acquisition created the largest wireless communications company in the U.S., based upon the number of subscribers.

The aggregate consideration paid to AT&T Wireless shareholders to complete the AT&T Wireless acquisition was approximately $41,000 in cash. Under the merger agreement, each common shareholder of AT&T Wireless received $15 (whole dollars) in cash per common share and the AT&T Wireless preferred shareholders received the then applicable liquidation preference of their preferred shares. In addition, the Company incurred $42 of direct costs for legal, financial advisory and other services related to the

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

transaction, which costs were capitalized as part of the purchase price. The Company received $36,024 in equity funding from SBC and BellSouth to finance the acquisition in proportion to their respective economic interests. The remaining portion of the purchase price was funded with AT&T Wireless cash on hand. The results of AT&T Wireless’ operations have been included in the Company’s consolidated financial statements since the acquisition date.

The acquisition was structured as a merger of a wholly-owned subsidiary of the Manager with and into AT&T Wireless, following which AT&T Wireless became a direct wholly-owned subsidiary of the Manager, and as the surviving entity, AT&T Wireless retained all its assets and liabilities. Following the merger, the Manager sold all its interests in AT&T Wireless to the Company, and AT&T Wireless then became its direct wholly-owned subsidiary. Subsequently, a significant portion of the operations, including assets, liabilities and subsidiary entities, were transferred from the Company and AT&T Wireless to CW II. The Company and CW II executed supplemental indentures to AT&T Wireless’s two indentures under which its Senior Notes are outstanding to become co-obligated for all obligations thereunder, and AT&T Wireless and CW II executed supplemental indentures to the Company’s indenture under which the Company’s Senior Notes are outstanding to become co-obligated for all obligations thereunder. As a result, CW II, AT&T Wireless and the Company are co-obligated on all of the Company’s and AT&T Wireless’ Senior Notes.

The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired for a number of reasons, including but not limited to the following:

•  AT&T Wireless fills in the Company’s licensed spectrum and network footprints by covering areas where it did not have licenses or network infrastructure;

•  AT&T Wireless adds depth to the Company’s licensed spectrum position in existing markets, enhancing the Company’s ability to offer future high-speed data services and reduce capital expenditures;

•  AT&T Wireless’ customer base, which has a stronger business customer component than that of the Company, adds a complementary customer mix to the Company’s customer base;

•  AT&T Wireless’ average revenue per user, or “ARPU”, had historically been higher than the ARPU of the Company’s customers;

•  AT&T Wireless gives the Company added size and scale to compete more effectively in the industry and to procure more significant cost economies from vendors; and

•  the acquisition will reduce the Company’s incollect roaming costs because of the broader post-acquisition footprint.

Allocation of Purchase Price

The application of purchase accounting under SFAS 141 requires that the total purchase price be allocated to the fair value of assets acquired and liabilities assumed based on their fair values at the acquisition date. The allocation process requires an analysis of acquired contracts, customer relationships, contractual commitments and legal contingencies to identify and record the fair value of all assets acquired and liabilities assumed. In valuing acquired assets and assumed liabilities, fair values are based on, but are not

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

limited to: future expected cash flows; current replacement cost for similar capacity for certain fixed assets; market rate assumptions for contractual obligations; settlement plans for litigation and contingencies; and appropriate discount rates and growth rates.

The approach to the estimation of the fair values of the AT&T Wireless intangible assets involved the following steps:

•  Preparation of discounted cash flow analyses;

•  Deduction of the fair values of tangible assets;

•  Determination of the fair value of identified significant intangible assets;

•  Allocation of the excess purchase price over the fair value of the identifiable assets and liabilities acquired to goodwill; and

•  Reconciliation of the individual assets’ returns with the weighted average cost of capital.

Under the purchase method of accounting, the assets and liabilities of AT&T Wireless were recorded at their respective fair values as of the date of acquisition. The Company is in the process of obtaining third-party valuations of property, plant and equipment, intangible assets, debt and certain other liabilities. Given the size of the AT&T Wireless transaction and proximity to year end, the values of certain assets and liabilities are based on preliminary valuations and are subject to adjustment as additional information is obtained. Such additional information includes, but may not be limited to, the following: valuations and physical counts of property, plant and equipment, disposition of acquired inventory, plans relative to the disposition of certain assets acquired, exit from certain contractual arrangements and the involuntary termination of employees. Changes to the valuation of property, plant and equipment may result in adjustments to the fair value of certain identifiable intangible assets acquired. When finalized, adjustments to goodwill may result. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed and related deferred income taxes as of the respective acquisition date.

			AT&T
			Wireless
Assets acquired:
	Current assets		$	8,457	(1)
	Property, plant and equipment			10,314
	Intangible assets not subject to amortization
	— Licenses			15,540
	Intangible assets subject to amortization
	— Customer relationships			5,010
	— Other intangible assets			312
	Investments in unconsolidated subsidiaries			898
	Other assets			447
	Goodwill			20,468
		Total assets acquired		61,446

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

			AT&T
			Wireless
Liabilities assumed:
	Current liabilities, excluding current portion of long-term debt			3,261
	Long-term debt			12,172
	Deferred income taxes			3,938
	Other non-current liabilities			811
		Total liabilities assumed		20,182
Net assets acquired			$	41,264

(1)  Includes $5,240 of cash used to finance the acquisition.

Goodwill resulting from the acquisition of AT&T Wireless was assigned to the Company’s one reportable business segment. Goodwill includes a portion of value for assembled workforce which is not separately classified from goodwill in accordance with SFAS 141. None of the non-goodwill intangible assets are tax deductible; therefore, deferred tax liabilities were recorded on all intangible assets except goodwill. The deferred tax liabilities related to finite-lived intangible assets will be reflected as a tax benefit in the consolidated statements of income in proportion to and over the amortization period of the related intangible assets.

Substantially all of the licenses acquired have an indefinite life, and accordingly, are not subject to amortization. The majority of customer relationship intangible assets are being amortized over a weighted-average period of five years using the sum-of-the-years digits method. This method best reflects the estimated pattern in which the economic benefits will be consumed. Other intangible assets and other noncurrent liabilities include lease and sublease contracts, which are amortized over the remaining terms of the underlying leases and have a weighted-average amortization period of seven years. Other intangibles also includes the right to use the AT&T brand trade name, which is amortized over a six month period, and represents the use period under the Brand License Agreement with AT&T Corp., as amended. Trademarks are amortized over their expected remaining economic lives, ranging from five to six years, and have a weighted-average amortization period of 5.6 years. See Note 5 for disclosure of expected amortization expense related to intangible assets.

The Company has not identified any material pre-acquisition contingencies where the related asset, liability or impairment is probable and the amount of the asset, liability or impairment can be reasonably estimated. Prior to the end of the purchase price allocation period, if information becomes available which would indicate it is probable that such events had occurred and the amounts can be reasonably estimated, such items will be included in the purchase price allocation.

Triton Wireless Properties

In September 2004, the Company and AT&T Wireless and Triton PCS Holdings, Inc. (Triton) signed an agreement providing for the acquisition by the Company of Triton’s wireless properties in Virginia (the “Virginia properties”) in exchange for certain of AT&T Wireless’ properties in North Carolina, Puerto

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Rico and the U.S. Virgin Islands (the “NC/ PR properties”). In addition, the Company agreed to pay Triton $176 in cash. The exchange of network properties closed on December 1, 2004 and is accounted for as a purchase in accordance with SFAS 141. The FCC licenses were retained by the respective parties pending FCC approval for the transfer. Prior to FCC approval, each party will lease the retained FCC licenses to the other party. The results of the Virginia properties have been included in, and the results of the exchanged properties have been excluded from, the Company’s consolidated financial statements since the closing date. Upon completion of this transaction, the Company operates in all of the 100 largest markets in the U.S. The exchange of the FCC spectrum licenses will be effected following FCC approval, which the Company expects in the second quarter of 2005.

Under the purchase method of accounting, the assets and liabilities of the Virginia properties were recorded at their respective fair values as of the date of acquisition. The value of certain assets and liabilities of the Virginia properties are also based on preliminary valuations and are subject to adjustment. The following table summarizes the estimated fair values of the assets and liabilities exchanged as of the acquisition date.

			Virginia		NC/PR			Combined
			Properties		Properties			Totals
Assets acquired (disposed):
	Current assets		$	32	$	(62	)	$	(30	)
	Property, plant and equipment			147		(285	)		(138	)
	Intangible assets subject to amortization — Customer relationships			48		(68	)		(20	)
	Goodwill			438		(117	)		321
		Total assets acquired (disposed)		665		(532	)		133
Liabilities assumed (disposed):
	Current liabilities			13		4			17
	Noncurrent liabilities			—		(60	)		(60	)
		Total liabilities assumed (disposed)		13		(56	)		(43	)
Net assets acquired (disposed)			$	652	$	(476	)	$	176

In addition to the wireless property exchange, AT&T Wireless and Triton, through wholly-owned subsidiaries, signed an agreement in July 2004 to terminate their stockholders’ agreement which would terminate a market exclusivity arrangement between the parties. As of the close of the AT&T Wireless acquisition, the Company had wireless operations in markets where AT&T Wireless was prohibited from operating under the exclusivity arrangement. In exchange for the termination of the stockholders’ agreement, AT&T Wireless agreed to surrender to Triton its equity interest in Triton valued at $194. This transaction closed on October 26, 2004, immediately following the acquisition of AT&T Wireless. With the consummation of this agreement, the Company is able to provide on its network continuing service in areas where Triton currently has operations. The Company recognized no gain or loss on the transaction.

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     Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations of the Company for the years ended December 31, 2003 and 2004 assume that the acquisitions of AT&T Wireless and the Virginia properties were completed as of January 1 in each fiscal year shown below:

	Year Ended
	December 31,
	2003		2004
	(Unaudited)
Revenues	$	31,238	$	32,179
Income before provision for income taxes		1,626		232
Net income		1,353		193

The pro forma amounts represent the historical operating results of AT&T Wireless and the Virginia properties with appropriate adjustments that give effect to depreciation and amortization, interest expense, income taxes, and the elimination of intercompany roaming activity between the Company, AT&T Wireless and the Virginia properties. The effects of other non-acquisition related items discussed in Notes 14 and 20 are included in the pro forma amounts presented above. The pro forma amounts are not necessarily indicative of the operating results that would have occurred if the acquisitions and related transactions had been completed at the beginning of the applicable periods presented. In addition, the pro forma amounts are not necessarily indicative of operating results in future periods, in which the Company might realize revenue enhancements and cost savings.

     Acquisition of NextWave Licenses

In August 2003, the Company executed an agreement with NextWave Telecom, Inc. and certain of its affiliates for the purchase of FCC licenses for wireless spectrum in 34 markets for $1,400 in cash. The transaction closed in April 2004, and the Company recorded this cost as additional licenses in the consolidated balance sheet. The funding for this transaction consisted of $900 in existing cash on hand and $500 from commercial paper, which was repaid prior to December 31, 2004.

     Puerto Rico Joint Venture

In April 2002, the Company and an affiliate of SBC completed a transaction with T-Mobile in which T-Mobile contributed assets for a 6% equity interest in the Company’s Puerto Rico wireless communications operations. No gain or loss was recognized on this transaction. This transaction resulted in a decrease in the Company’s ownership interest in the Puerto Rico business from 50% to 47%. Due to the fact that all existing control provisions have been retained by the Company, consolidation of the financial statements of the Puerto Rico business continues. On each of the fifth, seventh and tenth anniversaries of this transaction, T-Mobile and the Company have fair market value put and call options, respectively, related to T-Mobile’s 6% equity interest.

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Dispositions

     Investment in Cincinnati Bell Wireless

In August 2004, the Company and Cincinnati Bell Inc. (Cincinnati Bell) signed an agreement, amended in February 2005, that allows the Company the right to put to Cincinnati Bell, any time on or after January 31, 2006, AT&T Wireless’ 19.9% equity interest in Cincinnati Bell’s wireless subsidiary, Cincinnati Bell Wireless LLC (CBW), for $83. The agreement also allows Cincinnati Bell the right to call the equity any time before January 31, 2006, for $85 plus interest. On and after January 31, 2006, Cincinnati Bell has the right to call the equity for $83 plus interest.

Additionally, the Company, AT&T Wireless and Cincinnati Bell amended the CBW operating agreement to remove the exclusivity arrangement applicable to AT&T Wireless, which allows the Company to provide continuing service over its network following the closing of the Company’s acquisition of AT&T Wireless in areas where CBW currently has operations. By its terms, this amendment was effective on October 26, 2004, immediately following the Company’s acquisition of AT&T Wireless.

Upon consummation of the AT&T Wireless acquisition, the Company and Cincinnati Bell also amended certain provisions of the CBW operating agreement to eliminate the right of the Company to appoint any members of the member committee and limit the circumstances in which the Company will retain approval rights over the actions of CBW. As a result, the Company accounts for its investment in CBW under the cost method. This investment, which has a carrying amount of $81 at December 31, 2004, is included in “Other assets” in the consolidated balance sheets.

     Mobitex Data Business

Pursuant to an agreement signed in September 2004, the Company sold Cingular Interactive, L.P. (Cingular Interactive), a data messaging business utilizing the proprietary “Mobitex” packet switched network, to newly formed affiliates of Cerberus Capital Management, L.P. (Buyer) for $45. The Company retained Cingular Interactive’s direct e-mail customers, as well as several other major accounts. The Company will continue its involvement in this data business based upon “Mobitex” technology as a reseller of the Buyer’s services. The FCC licenses of Cingular Interactive were retained by the Company and leased to the Buyer pending FCC approval for the transfer. The sale transaction closed in October 2004 and the license transfer closed in December 2004.

In connection with its agreement to sell Cingular Interactive, the Company evaluated the Cingular Interactive long-lived asset carrying values, including property, plant and equipment and FCC licenses, for recoverability. Based on the results of the recoverability test, the Company adjusted the carrying values of the Cingular Interactive long-lived assets to their fair value in September 2004, resulting in a loss of $31. Fair value was determined using the agreed upon sale price for the Cingular Interactive assets, less costs to sell. The write-down of the long-lived assets is included in “Cost of services” in the consolidated statements of income and “Other, net” in the consolidated statements of cash flows. The loss recognized on sale of Cingular Interactive in October 2004 was not significant.

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4.     Property, Plant and Equipment

Property, plant and equipment is summarized as follows:

			December 31,
	Estimated
	Useful Lives		2003			2004
	(In years)		(Restated)
Land		—	$	55		$	95
Buildings and building improvements		10-25		3,426			6,182
Operating and other equipment		2-15		15,844			25,388
Furniture and fixtures		3-10		348			450
Construction in progress		—		364			810
				20,037			32,925
Less accumulated depreciation and amortization				(9,075	)		(10,967	)
Property, plant and equipment, net			$	10,962		$	21,958

Depreciation expense, capitalized interest and network engineering costs incurred during the construction phase of the Company’s wireless network are summarized as follows:

	Year Ended December 31,
	2002		2003		2004
	(Restated)
Depreciation expense	$	1,661	$	1,927	$	2,562
Capitalized interest costs		27		15		16
Capitalized network engineering costs		127		103		134

The net book value of assets recorded under capital leases was $928 and $916 at December 31, 2003 and 2004, respectively. These capital leases principally relate to communications towers and other operating equipment. Amortization of assets recorded under capital leases is included in depreciation expense. Capital lease additions for the years ended December 31, 2002, 2003 and 2004 were $121, $143 and $94, respectively.

The Company’s cellular/PCS networks are currently equipped with GSM and TDMA digital transmission technologies. In the second quarter of 2004, the Company completed a two-year overlay of GSM equipment throughout its TDMA markets to provide a common voice standard. As a part of this project, the Company added high-speed technologies for data services known as General Packet Radio Service (GPRS) and Enhanced Data Rates for GSM Evolution (EDGE). Effective January 1, 2003, the Company implemented the results of a review of the estimated service lives of its remaining TDMA network assets. The Company determined that a reduction in the useful lives of TDMA assets was warranted based on the projected transition of network traffic to its GSM network. Useful lives were shortened to fully depreciate all TDMA equipment by December 31, 2008. Depreciation expense increased by $91 for the year ended December 31, 2003 as a result of the change in estimate.

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Due to the accelerated migration of traffic to its GSM network experienced in 2004, the Company again evaluated the estimated useful lives of its TDMA equipment. This review was completed in the fourth quarter and, effective October 1, 2004, useful lives were further shortened to fully depreciate all TDMA equipment by December 31, 2007. This change in estimate increased depreciation expense in the fourth quarter of 2004 by $61 and is estimated to increase 2005 depreciation expense by approximately $246. The Company will continue to monitor the rate of transition of its existing customers and acquired AT&T Wireless customers to GSM, and, therefore, additional changes to shorten depreciable lives may be necessary. The finalization of certain AT&T Wireless integration plans in the first and second quarters of 2005 may also result in the need to shorten estimated useful lives of network and other property, plant and equipment.

During 2002, the Company provided a $50 security deposit to a contract engineering vendor that is being utilized to perform construction work on the Company’s network. The security deposit bears interest at LIBOR plus 10 basis points and is collateralized by a bank letter of credit. The security deposit, which was returned to the Company in January 2005, is included in “Other assets” in the consolidated balance sheets as of December 31, 2004.

5. Intangible Assets

Effective January 1, 2002, the Company adopted SFAS 142. In conjunction with this adoption, the Company reassessed the useful lives of previously recognized intangible assets. A significant portion of its intangible assets are FCC licenses that provide the Company with the exclusive right to utilize certain radio frequency spectrum to provide wireless communications services. While FCC licenses are issued for only a fixed time, generally 10 years, such licenses are subject to renewal by the FCC. Renewals of FCC licenses have occurred routinely and at nominal cost. Moreover, the Company has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of its FCC licenses. As a result, the FCC licenses are treated as an indefinite-lived intangible asset under the provisions of SFAS 142 and are not amortized but rather are tested for impairment annually or when events and circumstances warrant. The Company continues to reevaluate the useful life determination for FCC licenses each reporting period to determine whether events and circumstances continue to support an indefinite useful life.

The Company completed the transition impairment test of its indefinite-lived intangible assets as of January 1, 2002 and determined that no impairment existed. In accordance with EITF 02-7, Unit of Accounting for Testing Impairment of Indefinite-Lived Intangible Assets, this impairment test was performed on an aggregate basis, consistent with the Company’s management of the business on a national scope. The Company utilized a fair value approach, incorporating discounted cash flows, to complete the test. This approach determines the fair value of the FCC licenses and, accordingly, incorporates cash flow assumptions regarding the investment in a network, the development of distribution channels and other inputs for making the business operational. As these inputs are included in determining free cash flows of the business, the present value of the free cash flows is attributable to the licenses. The discount rate applied to the cash flows is consistent with the Company’s weighted-average cost of capital.

The Company completed the transition impairment test of goodwill as of January 1, 2002 using a two-step process. The first step screens for potential impairment, while the second step measures the amount of the impairment, if any. In the first quarter of 2002, the Company completed the first step of the goodwill impairment transition tests as of January 1, 2002 for its reporting units. For goodwill related to the

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Company’s cellular/ PCS business, the first step indicated no impairment in value. For goodwill related to the Mobitex data business, the first step indicated an impairment in value. To measure any impairment, in the second quarter of 2002, the Company completed the second step of the goodwill impairment transition test for the Mobitex data business using a discounted cash flow approach. Based on the results of this test, the Company recognized an impairment of the entire goodwill balance related to its Mobitex data business, with a carrying value of $32, and reflected the impairment as a cumulative effect of a change in accounting principle in the first quarter of 2002. The Company believes that the decline in the fair value of its Mobitex business was due to the development of new wireless data technologies.

Using methodologies consistent with those applied for its transitional impairment tests performed as of January 1, 2002, the Company completed its annual impairment tests for goodwill and indefinite-lived FCC licenses during the fourth quarters of 2002, 2003 and 2004. These annual impairment tests, prepared as of October 1, resulted in no impairment of the Company’s goodwill or indefinite-lived FCC licenses. The annual impairment test conducted in 2004 did not include the goodwill and indefinite-lived FCC licenses that were recorded as a result of the Company’s acquisition of AT&T Wireless on October  26, 2004 (see Note 3).

Summarized below are the carrying values for the major classes of intangible assets that will continue to be amortized under SFAS 142, as well as the carrying values of those intangible assets deemed to have indefinite lives:

				December 31, 2003					December 31, 2004
		Estimated		Gross					Gross
		Useful		Carrying		Accumulated			Carrying		Accumulated
		Lives		Amount		Amortization			Amount		Amortization
		(In years)
Intangible assets subject to amortization:
	FCC licenses used in Mobitex business		4	$	28	$	(7	)	$	—	$	—
	Foreign licenses		9-18		—		—			14		—
	Customer relationships		5		1,070		(920	)		5,273		(575	)
	Other		1-10		147		(143	)		312		(73	)
Total				$	1,245	$	(1,070	)	$	5,599	$	(648	)
Intangible assets not subject to amortization:
	FCC licenses			$	7,748	$	—		$	24,748	$	—
	Goodwill			$	849	$	—		$	21,637	$	—

The weighted average estimated useful lives of intangible assets subject to amortization was 5.0 years for the year ended December 31, 2004, with remaining useful lives of approximately 4.8 years.

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The changes in the carrying value of goodwill for the year ended December 31, 2004 are as follows; changes in goodwill for the year ended December 31, 2003 are immaterial.

Balance, December 31, 2003		$	849
	Goodwill acquired		20,906
	Goodwill disposed of		(118	)
Balance, December 31, 2004		$	21,637

The following table presents current and estimated amortization expense for each of the following periods:

Aggregate amortization expense for the year ended:
	2002	$	188
	2003		162
	2004		515
Estimated amortization expense for the year ending:
	2005		1,763
	2006		1,322
	2007		960
	2008		606
	2009 and thereafter		300

In addition to the SFAS 142 intangible assets noted above, the Company recorded $1 of intangible assets in each of 2003 and 2004 in connection with the recognition of an additional minimum liability for its bargained pension plan and/or other unqualified benefit plans as required by SFAS No. 87, Employers’ Accounting for Pensions, (SFAS 87) (see Note 17).

6. Investments in and Advances to Equity Affiliates

The Company has investments in affiliates and has made advances to entities that provide the Company access to additional U.S. and international wireless markets. The Company does not have a controlling interest in these investments, nor do these investments meet the criteria for consolidation under FIN 46R. Substantially all of these investments are accounted for under the equity method of accounting. The most significant of these investments was GSMF, a jointly controlled network infrastructure venture with T-Mobile for networks in the New York City metropolitan area, California and Nevada.

At December 31, 2004, the Company’s investments in equity method unconsolidated subsidiaries also included investments obtained in the Company’s purchase of AT&T Wireless (see Note 3). At December 31, 2003, the carrying value of the Company’s investments accounted for under the equity method was less than the Company’s share of the underlying reported net assets by $86; at December 31, 2004, the carrying value exceeded the Company’s share of the underlying reported net assets by $56. The Company received cash distributions from its equity method unconsolidated subsidiaries of $142 for the year ended December 31, 2004, primarily from Atlantic West B.V. as a result of the sale of its interest in Eurotel Bratislava a.s.

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(Dollars in Millions)

Investments in and advances to equity affiliates consist of the following:

	At December 31:
	2003		2004
	(Restated)
Investment in GSMF	$	2,234	$	2,108
Investment in Atlantic West B.V. (Netherlands)		—		349
Investment in IDEA Cellular Ltd. (India)		—		210
Other		35		9
	$	2,269	$	2,676

GSMF

In November 2001, the Company and T-Mobile formed GSMF and contributed to it portions of their existing network infrastructures in the California, Nevada and New York City metropolitan area markets. Management control of GSMF was vested in a four-member management committee, to which each company had the right to appoint two members. GSMF was not a variable interest entity as defined by FIN 46R nor did the Company have the unilateral ability to control any actions of GSMF. As a result, the Company’s interest in GSMF was accounted for as an equity method investment. Both companies bought network services from GSMF but retained ownership and control of their own licenses in those markets. The Company and T-Mobile independently marketed their services to customers using their respective brand names and utilized their own sales, marketing, billing and customer care operations. In July 2002, the Company began marketing its commercial service in the New York City market and T-Mobile began service in California and Nevada.

On May 25, 2004, the Company and T-Mobile announced their intent to terminate the network infrastructure joint venture, with the Company selling the California and Nevada network and certain licenses to T-Mobile. The transaction closed on January 5, 2005. See Note 20 for additional information.

The Company and T-Mobile jointly funded capital expenditures of GSMF. Pursuant to the operating agreements, the Company and T-Mobile procured services and network equipment on behalf of GSMF in the respective markets. Network equipment was contributed to GSMF at prices which were mutually agreed upon by the parties and which approximated fair value. The Company deferred any resulting profits and recorded them as part of the Company’s investments in and advances to equity affiliates. The Company recognized the intercompany profit over the estimated useful lives of the related assets as a reduction of equity in net loss of affiliates.

Capital contributions to GSMF were generally determined by the Company’s proportionate share of the annual capital expenditure requirements based on each party’s incremental growth in network usage, and such contributions were accounted for as an increase to the Company’s investment. During 2002, 2003 and 2004, the Company made net capital contributions to GSMF of $707, $612 and $290, respectively.

The Company had contractual commitments to contribute cash of $225 to GSMF in each of 2002 and 2003. The 2002 and 2003 capital contribution amounts above include $225 of cash contributions made in

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each year by the Company in satisfaction of the Company’s contractual commitments. Upon dissolution of the joint venture, a portion of this contribution was distributed to T-Mobile (see Note 20).

The Company incurred and charged to GSMF certain network operating costs. The monthly operating expenses of GSMF, including monthly cash payments made on tower capital lease obligations, were then charged back to the Company and T-Mobile based upon each party’s proportionate share of licensed spectrum in each market. Through a separate reciprocal home roaming agreement, the Company and T-Mobile charged each other for usage that was not in the same proportion as the spectrum-based allocations. This usage charge was primarily based upon the Company’s and T-Mobile’s share of the total minutes of use on the respective networks. These charges for network services are included in “Cost of services” in the consolidated statements of income. These transactions are summarized as follows:

	Year Ended December 31,
	2002		2003		2004
Network operating costs charged to GSMF	$	225	$	320	$	385
Network services received based on usage		216		254		253

At December 31, 2003 and 2004, the “Due (to) from affiliates, net” caption in the consolidated balance sheets included the following amounts related to transactions between the Company and GSMF:

		At
		December 31,
		2003			2004
Due (to)/from for:
	Settlement of Capital Obligations	$	(17	)	$	125
	Settlement of Operating Expenses		20			13

GSMF incurred net losses due to depreciation, deferred rent and interest expense, which are not reimbursed by the Company or T-Mobile. For the years ended December 31, 2002, 2003 and 2004, the Company recorded equity in the net loss of GSMF of $250 (restated), $335 (restated) and $416, respectively. At December 31, 2004, the Company’s economic interest in GSMF approximated 60%.

At December 31, 2004, the Company remained obligated with respect to $31 of capital lease obligations included in the non-current liabilities caption of GSMF’s summarized balance sheet information below. These capital lease obligations relate to tower space leased from an affiliate of SBC (see Note 19).

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Summarized financial information with respect to GSMF is as follows:

	December 31,
	2003		2004
	(Restated)
Balance Sheet Information:
Current assets	$	9	$	139
Property, plant and equipment		3,588		4,133
Current liabilities		9		139
Noncurrent liabilities		273		330
Members’ capital		3,315		3,803

	Year Ended December 31,
	2002			2003			2004
	(Restated)			(Restated)
Income Statement Information:
Revenues	$	325		$	451		$	554
Costs and expenses (excluding depreciation)		327			452			578
Depreciation expense		324			454			589
Operating loss		(326	)		(455	)		(613	)
Interest expense		17			19			20
Other expense		—			5			18
Net loss		(343	)		(479	)		(651	)

Current assets are comprised primarily of amounts due from T-Mobile. Current liabilities are comprised primarily of amounts due to the Company. Noncurrent liabilities are comprised primarily of capital lease obligations.

Atlantic West B.V.

Atlantic West B.V. (AWBV) is a 50/50 joint venture between the Company and Verizon Communications, Inc. (Verizon). AWBV owned a 49% interest in Eurotel Bratislava a.s. (Bratislava), a wireless operating entity in Slovakia prior to its sale in December 2004. In December 2004, AWBV sold its interest in Bratislava to Slovak Telecom a.s. for total cash proceeds of $315. The Company’s share of proceeds from the sale totaled $158. AWBV distributed $280 of the proceeds upon completion of the sale, of which $140 was distributed to the Company. AWBV holds the remaining $35 in cash, along with $662 in cash from a prior sale, which will be distributed equally to the Company and Verizon upon completion of a repatriation plan which qualifies under the American Jobs Creation Act of 2004 (see Note 16). The Company recognized no gain or loss on the sale transaction as the assumed fair value of the investment, in conjunction with its purchase of AT&T Wireless, equaled the transaction sale proceeds.

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IDEA Cellular Ltd.

In December 2004, the Company signed an agreement to sell its indirect 32.9% interest in IDEA Cellular Ltd. (IDEA), a cellular telecommunications company in India, to a joint venture between STT Communications Ltd. and TM International Sdn, a wholly-owned subsidiary of Telekom Malaysia Berhd. The Company will, upon closing of the transaction, receive the U.S. dollar equivalent of Rupees 9,108,628,130 based upon the exchange rate two business days before the transaction closes. The U.S. dollar equivalent was approximately $210 as of December 31, 2004. The Company recorded a pretax currency translation adjustment of $10 within other comprehensive income (loss) at December 31, 2004 for the increase in the U.S. dollar equivalent which occurred between the Company’s acquisition of AT&T Wireless and December 31, 2004. The transaction is subject to, among other things, approval by several regulatory agencies in India as well as the lenders of IDEA Cellular Ltd.

See Note 3 for a discussion of the equity interest in Triton, which the Company received in conjunction with its acquisition of AT&T Wireless and which was subsequently surrendered to Triton.

7. Variable Interest Entities

The Company has variable interests in several entities for which it is deemed to be the primary beneficiary. These variable interests typically consist of a combination of any or all of voting equity interests, nonvoting equity interests, loans and put options that provide the other owners the right to require the Company to purchase their ownership interest if and when certain events occur. These entities were formed to acquire licenses that were restricted by FCC rule to businesses with limited assets and revenues, and to provide a means through which disqualified large businesses, such as the Company or AT&T Wireless, could invest in these licenses. To date, the activities of these entities have consisted primarily of acquiring licenses through acquisitions and FCC auctions and network construction.

Salmon

In November 2000, the Company and Crowley Digital Wireless, LLC (Crowley Digital) entered into an agreement, pursuant to which Salmon was formed to bid as a “very small business” for certain 1900 MHz band PCS licenses auctioned by the FCC. The auction ended in January 2001. Salmon was the successful bidder for, and at the conclusion of the auction proceedings was granted, 45 licenses, for which Salmon paid $241.

The Company made secured loans to Salmon to fund the purchase of the 45 licenses. Net advances and loans made for the year ended December 31, 2002 were $25. In 2002, the FCC refunded to Salmon the auction deposits pertaining to 34 additional licenses for which it was the highest bidder but the award of which was later invalidated by a decision of the U.S. Supreme Court. Salmon used these proceeds to repay $421 in principal and interest to the Company. The Company recognized interest income on the loan balance of $22 for the year ended December 31, 2002.

Crowley Digital has the right to put its approximate 20% economic interest in Salmon to the Company at a cash price equal to Crowley Digital’s initial investment plus a specified rate of return. The put right can be exercised at certain times, and the Company estimates that the earliest exercise period will begin in February 2006 and the latest exercise period will end in April 2008. The Company’s maximum liability for

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the purchase of Crowley Digital’s interest in Salmon under this put right is $225. The fair values of this put obligation, estimated at $139 and $155 as of December 31, 2003 and 2004, respectively, are included in “Other noncurrent liabilities” in the consolidated balance sheets.

Management control of Salmon is vested in Crowley Digital under the terms of Salmon’s limited liability company agreement as Crowley Digital appoints three of the five members of Salmon’s management committee. The Company does not have the unilateral ability to control any actions by Salmon. As a result, the Company’s approximate 80% non-controlling economic interest in Salmon had historically been accounted for as an equity method investment through December 31, 2002. For the year ended December 31, 2002, the Company recorded equity losses of $29 associated with its investment in Salmon.

As described in Note 1, the Company adopted the provisions of FIN 46, effective January 1, 2003. The Company determined that Salmon meets the definition of a variable interest entity and that the Company is the primary beneficiary of the Salmon variable interests. Accordingly, the Company consolidated the financial position, results of operations and cash flows of Salmon, effective January 1, 2003. Consolidation of Salmon in the Company’s financial statements is solely for purposes of complying with FIN 46 and does not reflect any change in voting control over Salmon. The Company initially measured the assets, liabilities and noncontrolling interests of Salmon at their carrying amounts. The equity interest of Crowley Digital is included in “Minority interests in consolidated entities” in the accompanying consolidated balance sheets. The Company did not restate any previously issued financial statements. The income statement and cash flow impacts of the Salmon consolidation for the year ended December 31, 2002 would not have been material.

AT&T Wireless Variable Interest Entities

As a result of the AT&T Wireless acquisition, the Company’s consolidated financial statements include other variable interest entities, similar to Salmon, for which the Company is deemed to be the primary beneficiary. The Company’s maximum liability related to these entities as of December 31, 2004 was approximately $145, which represents the gross payment under the put options that provide the other owners the right to require the Company to purchase their ownership interests under certain circumstances. Also, through its acquisition of AT&T Wireless, the Company acquired a variable interest and was deemed to be the primary beneficiary in an entity engaged in leasing activities (see Note 9).

The Company has no significant variable interests for which it is not deemed to be the primary beneficiary.

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8. Accrued Liabilities

Accrued liabilities are summarized as follows:

	December 31,
	2003		2004
	(Restated)
Accrued fixed asset purchases	$	498	$	822
Taxes, other than income		355		387
Payroll and other related liabilities		256		697
Agent commissions		170		329
Advertising		88		231
Accrued interest		6		232
Other		246		1,016
Total accrued liabilities	$	1,619	$	3,714

9. Debt

Debt Maturing Within One Year

Revolving Credit Agreement

Effective August 1, 2004, the Company entered into a revolving credit agreement with SBC and BellSouth for them to provide unsubordinated short-term financing on a pro rata basis at an interest rate of LIBOR plus .05% for the Company’s ordinary course operations based upon the Company’s budget and forecasted cash needs. The agreement provides that in the event that the Company has available cash (as defined) on any business day, such amount shall first be applied to the repayment of the revolving loans, and any remaining excess then shall be loaned to SBC and BellSouth, pro rata, and ultimately applied on the first day of the subsequent month to the repayment of the Subordinated Notes from SBC and BellSouth (member loans; see “Debt Due to Members” below) if the Company does not then require a cash advance under the agreement. In addition, the agreement provides that free cash flow (as defined) after repayment of the revolving loans and the member loans will be distributed to SBC and BellSouth. For the quarter ended September 30, 2004, the Company had advances to members of $50 under this agreement, which were used to repay a portion of the Company’s subordinated member loans in October 2004. As of December 31, 2004, the members had advanced $1,667 to the Company under the agreement to fund operations, of which $899 was repaid through February 2005. The initial term of the agreement expires in July 2005. The agreement provides that SBC and BellSouth may extend its term, and the Company expects them to do so for the foreseeable future. The weighted average annual interest rate under this agreement for the period August 1, 2004 through December 31, 2004 was 2.3%. At December 31, 2004, the rate was 2.4%.

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Commercial Paper Program and Revolving Bank Credit Facility

At December 31, 2003, the Company had a commercial paper program and an unsecured 364-day revolving bank credit facility of $1,000 to support its commercial paper program. At December 31, 2003, the Company had no outstanding borrowings under the commercial paper program or the credit facility and was in compliance with all covenants under the credit facility. During 2004, the Company borrowed, and subsequently repaid, $500 under the commercial paper program to fund the purchase of NextWave licenses (see Note 3). Following the execution of the revolving credit agreement with SBC and BellSouth and the full repayment of outstanding commercial paper, the Company terminated both its commercial paper program and revolving bank credit facility.

Accounts Receivable Secured Borrowing

In December 2003, the Company established an accounts receivable secured borrowing program that it could use to obtain financing not to exceed $400, collateralized by customer trade accounts receivable and related contract rights. As of December 31, 2003, the Company was in compliance with the covenants and had no amounts outstanding under this financing arrangement. The Company never utilized this facility, and, effective June 29, 2004, the Company terminated its accounts receivable secured borrowing program.

Long-term Debt

Long-term debt is summarized as follows:

		December 31,
		2003		2004
Due to members — Subordinated Notes		$	9,678	$	9,628
Due to external parties — Cingular Wireless LLC, maker:
	5.625% Senior Notes, due December 2006		500		500
	6.5% Senior Notes, due December 2011		750		750
	7.125% Senior Notes, due December 2031		750		750
Due to external parties — AT&T Wireless Services, Inc., maker:
	6.875% Senior Notes, due April 2005		—		250
	7.35% Senior Notes, due March 2006		—		1,000
	7.5% Senior Notes, due May 2007		—		750
	7.875% Senior Notes, due March 2011		—		3,000
	8.125% Senior Notes, due May 2012		—		2,000
	8.75% Senior Notes, due March 2031		—		2,500

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		December 31,
		2003			2004
Due to external parties — TeleCorp Wireless, Inc., maker:
	10.625% Senior Subordinated Notes, due July 2010		—			200
	Capital leases, 6.0% to 9.6%		908			1,007
	Capital leases, Japanese Yen and U.S. Dollar denominated, 4.86% — 7.08% in 2003 and 5.56% in 2004		47			4
	Other		64			52
Total long-term debt, including current maturities			12,697			22,391
Unamortized premium (discount) on Senior Notes and Senior Subordinated Notes, net			(11	)		1,963
Unamortized discount on other Notes			—			(3	)
Current maturities of long-term debt			(95	)		(491	)
Interest rate swap fair value adjustment (see Note 10)			1			(3	)
Total long-term debt		$	12,592		$	23,857

Debt Due to Members

The long-term debt due to members represents loans due to SBC and BellSouth. Interest accrues and is payable monthly. Interest expense on the member loans and the revolving credit agreement for the years ended December 31, 2002, 2003 and 2004 was $726, $653 and $586, respectively. As of July 1, 2003, the Company executed amended, restated and consolidated subordinated promissory notes to modify the terms of the Company’s member loans. The amendment reduced the fixed interest rate from 7.5% to 6.0% and extended the maturity date to June 30, 2008. The Company may, however, prepay the member loans at any time, subject to the provisions described below, and is obligated to prepay the member loans to the extent of excess cash from operations (as defined). See “Revolving Credit Agreement” above.

SBC and BellSouth have agreed to subordinate their repayment rights applicable to the member loans to the repayment rights of the Company’s senior debt. Senior debt includes the Company’s Senior Notes, including Senior Notes of AT&T Wireless and other borrowings from external parties designated as senior debt to which SBC and BellSouth have specifically agreed to be subordinate. The payment of principal and interest on the subordinated member loans by the Company is prohibited in the event of bankruptcy or an event of default in the payment or prepayment of any principal of or interest on any senior debt, or in the event of an acceleration of the subordinated debt upon its default, until the senior debt has been repaid in full.

Senior Notes of Cingular Wireless LLC

In December 2001, the Company completed the private placement of $2,000 of Senior Notes under Regulation D of the Securities Act of 1933. The Senior Notes are unsecured obligations and rank equally with all other unsecured and unsubordinated indebtedness. In 2002, the Company filed with the SEC a registration statement on Form S-4 pertaining to the exchange of the private placement Senior Notes for

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Senior Notes that are registered under the securities laws in identical principal amounts and with substantially identical terms. Interest on the Senior Notes is payable in arrears semi-annually on June 15 and December 15.

The Senior Notes are governed by an indenture with J.P. Morgan Trust Company, N.A., which acts as trustee. The indenture contains a “negative pledge” provision that the Company will not subject its property or assets to any mortgage or other encumbrance unless the Senior Notes are secured equally and ratably with other indebtedness that is secured by that property or assets, unless “secured debt” would not exceed 15% of “consolidated net tangible assets” (as such terms are defined in the indenture). There is no sinking fund or mandatory redemption applicable to the Senior Notes. The Senior Notes are redeemable, in whole or in part, at the Company’s option, at any time at a price equal to their principal amount plus any accrued interest and premium. CW II and AT&T Wireless became co-obligated on the Company’s Senior Notes following the Company’s acquisition of AT&T Wireless (see Note 3).

Senior Notes of AT&T Wireless

Following the Company’s acquisition of AT&T Wireless in October 2004 (see Note 3), the Company, along with CW II, became co-obligated on $9,500 of Senior Notes of AT&T Wireless (see further discussion below and in Note 3). Included in the Senior Notes of AT&T Wireless are $6,500 of unsecured and unsubordinated Senior Notes issued under a March 2001 private placement, with $1,000 maturing on March 1, 2006; $3,000 maturing on March 1, 2011; and $2,500 maturing on March 1, 2031. Fixed interest rates range from 7.35% to 8.75% per annum, payable semi-annually. Also included in the Senior Notes are $3,000 of unsecured and unsubordinated Senior Notes issued through an April 2002 registered public offering by AT&T Wireless, with $250 maturing on April 18, 2005; $750 maturing on May 1, 2007; and $2,000 maturing on May 1, 2012. Fixed interest rates range from 6.875% to 8.125% per annum, payable semi-annually.

The $9,500 of Senior Notes of AT&T Wireless are governed under two separate indentures with U.S. Bank N.A., successor to the Bank of New York, as trustee. The Senior Notes are unsecured unsubordinated obligations, ranking equally in right with all other unsecured and unsubordinated obligations of the Company. The Senior Notes are redeemable, as a whole or in part, at the Company’s option, at any time or from time to time, at a price equal to their principal amount plus any accrued interest and premium similar to that applicable to the Company’s Senior Notes. The Senior Notes are not subject to any sinking fund requirements. With respect to both indentures, covenants limit activity related to “sale and leaseback transactions” (as defined) under certain circumstances and contain a “negative pledge” provision similar to that applicable to the Company’s Senior Notes.

TeleCorp Wireless, Inc. and Tritel PCS, Inc. Senior Subordinated Notes

In conjunction with AT&T Wireless’ acquisition of TeleCorp PCS, Inc. (TeleCorp PCS) in February 2002, AT&T Wireless assumed the debt of TeleCorp PCS’ subsidiaries, TeleCorp Wireless, Inc. (TeleCorp) and Tritel PCS, Inc. (Tritel). At the time of the Company’s acquisition of AT&T Wireless, principal amounts outstanding associated with the senior subordinated notes of TeleCorp and Tritel were $200 of TeleCorp’s 10.625% Senior Subordinated Notes due July 2010 and $206 of Tritel’s 10.375% Senior

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Subordinated Notes due January 2011. Neither the Company nor CW II became co-obligated on the TeleCorp and Tritel Senior Subordinated Notes.

Concurrently with the Company’s acquisition of AT&T Wireless, the Company irrevocably deposited with the TeleCorp trustee U.S. Treasury securities which upon maturity will be sufficient to fund the redemption of the principal amount and related premium of the TeleCorp Notes, along with interest due prior to the Notes’ redemption date (see Note 1). In compliance with the indenture, all of the U.S. Treasury securities mature prior to the redemption date of the TeleCorp Notes.

The trustee has been notified that the TeleCorp Notes are being called for redemption in July 2005; as such, the outstanding principal and related premium of these Notes is reflected within “Debt maturing within one year” on the consolidated balance sheets at December 31, 2004. In accordance with SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, the TeleCorp Notes and corresponding assets placed in trust remain on the Company’s consolidated balance sheets as of December 31, 2004 as the Company has not met the criteria required to derecognize the liability.

The Company also irrevocably deposited with the Tritel trustee U.S. Treasury securities which upon maturity were sufficient to fund the redemption of the principal amounts and related premium of the Tritel Notes, along with amounts of interest due prior to the Notes’ redemption dates. In November 2004, the Tritel Notes were redeemed by the trustee pursuant to the exercise of the option on the acquisition date.

Other Long-term Debt

Also in conjunction with its acquisition of AT&T Wireless, the Company assumed $132 in bank debt and $63 of debt held by a variable interest entity engaged in leasing activities. The debts were repaid in December 2004.

Fair Values of Long-term Debt

At December 31, 2003 and 2004, the fair values of the Senior Notes and Senior Subordinated Notes were $2,156 and $13,879, respectively, based on their quoted market prices. The carrying value of the long-term debt due to members approximates fair value since the Company may prepay the debt at any time, as described above, without penalty.

The above Senior Notes and Senior Subordinated Notes assumed in the Company’s acquisition of AT&T Wireless were recorded at fair value on the acquisition date in accordance with the purchase accounting requirements of SFAS 141. The premium recorded at the acquisition date totaled $2,045, of which $1,973 remains outstanding as of December 31, 2004. The premium is being amortized under the effective interest method which reflects market interest rates on the date of the acquisition. Amortization of the premium is recorded in the Company’s financial statements as a reduction to interest expense. For the year ended December 31, 2004, this amortization totaled $44, which resulted in an effective annual interest rate of 4.7% for the acquired Senior Notes and Senior Subordinated Notes.

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(Dollars in Millions)

Capital Leases

The Company has entered into capital leases primarily for the use of communications towers. See Note 19 for further discussions regarding these towers.

Maturities of Long-Term Debt

Maturities of long-term debt outstanding, including capital lease obligations, at December 31, 2004 are summarized below:

		Debt		Capital Leases		Total
Maturities:
	2005	$	474	$	82	$	556
	2006		1,515		82		1,597
	2007		760		86		846
	2008		9,633		90		9,723
	2009		3		95		98
	Thereafter		9,005		2,485		11,490
Total minimum payments		$	21,390	$	2,920	$	24,310
	Less capital lease imputed interest		—		1,468		1,468
	Less capital lease executory costs		—		441		441
Total obligations		$	21,390	$	1,011	$	22,401
Less current portion			474		6		480
Total long-term obligations		$	20,916	$	1,005	$	21,921

Cash Paid for Interest

Cash paid for interest on debt for the years ended December 31, 2002, 2003 and 2004 was $905, $862 and $892, respectively. These amounts include cash paid for interest on member loans and the revolving credit agreement with the members of $726, $665 and $582 for the years ended December 31, 2002, 2003 and 2004, respectively.

10. Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, advanced billing and customer deposits and other current liabilities are reasonable estimates of their fair value due to the short-term nature of these instruments.

The Company uses interest rate swaps to manage its interest rate exposure on its debt obligations. The Company does not invest in derivative instruments for trading purposes. In March 2003, the Company entered into two interest rate swap contracts with banks to convert a portion of the fixed rate exposure on its five-year Senior Notes due December 15, 2006 to variable rates without an exchange of the underlying

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principal amount. Under the terms of the interest rate swap contracts, the Company receives interest at a fixed rate of 5.625% and pays interest at a variable rate equal to the six-month LIBOR plus a specified margin, based on an aggregate notional amount of $250. The six-month LIBOR rate on each semi-annual reset date determines the variable portion of the interest rate swaps. For the years ended December 31, 2003 and 2004, the effective interest rate associated with this notional amount was 4.02% and 4.58%, respectively.

The Company has designated the swaps as fair value hedges of its fixed rate debt. The terms of the interest rate swap contracts and hedged items are such that effectiveness can be measured using the short-cut method as defined in SFAS 133. Hedge ineffectiveness, as determined in accordance with SFAS 133, had no impact on results of operations for the years ended December 31, 2003 and 2004.

In accordance with SFAS 133, the Company recorded a fair value adjustment to the portion of its fixed rate long-term debt that is hedged. This fair value adjustment is recorded as an increase or decrease to long-term debt, with the related value for the interest rate swaps’ non-current portion recorded in “Other assets” or “Other noncurrent liabilities” in the consolidated balance sheets. Interest rate differentials associated with these interest rate swaps are recorded as an adjustment to a current asset or liability, with the offset to interest expense over the life of the interest rate swaps.

11. Concentrations of Risk

The Company relies on local and long-distance telephone companies and other companies to provide certain communications services. Additionally, the Company relies on one vendor to provide billing services for the postpaid subscribers acquired in conjunction with the Company’s acquisition of AT&T Wireless (see Note 3). Although management believes alternative vendors could be found in a timely manner, any disruption of these services could potentially have an adverse impact on operating results.

The Company relies on roaming agreements with other wireless carriers to permit the Company’s customers to use their GSM/ GPRS/ EDGE and TDMA networks in areas not covered by the Company’s networks. If these providers decide not to continue those agreements due to a change in ownership or other circumstance, this could cause a loss of service in certain areas and possible loss of customers.

Although the Company attempts to maintain multiple vendors to the extent practicable, its handset inventory and network infrastructure equipment, which are important components of its operations, are currently acquired from only a few sources. If the suppliers are unable to meet the Company’s needs as it continues to build out and upgrade its network infrastructure and sell service and handsets, delays and increased costs in the expansion of the Company’s network infrastructure or losses of potential customers could result, which would adversely affect operating results.

Financial instruments that could potentially subject the Company to credit risks consist principally of trade accounts receivable. Concentrations of credit risk with respect to these receivables are limited due to the composition of the customer base, which includes a large number of individuals and businesses. No customer accounted for more than 10% of consolidated revenues in any year presented.

Approximately 22,000, or 31%, of the Company’s employees are represented by the Communications Workers of America (CWA), with contracts expiring on various dates between February 2005 and

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February 2008. Approximately 5,700 of the Company’s employees are covered by contracts that expired in February 2005. On March 2, 2005, the Company and the CWA announced that they reached a tentative agreement on a labor contract that covers bargained-for employees in 37 states. The agreement is subject to ratification by union members. Most of the contracts contain no-strike clauses. In most areas of the country and with most job titles, the Company is contractually required to maintain a position of neutrality and to allow card-check balloting with respect to unionization and support the determination of its employees.

12. Related Party Transactions

In addition to the affiliate transactions described elsewhere in these financial statements, other significant transactions with related parties are summarized in the succeeding paragraphs.

In connection with the formation of Cingular, the Company entered into wireless agency agreements with subsidiaries of SBC and BellSouth. Such subsidiaries and any of their affiliates that make an election to do so may act as authorized agents exclusively on the Company’s behalf for the sale of its wireless services to customers in SBC’s and BellSouth’s respective incumbent service territories. The Company is free to contract with other agents, including retailers and other distributors, for the sale of its wireless services in these territories and elsewhere throughout the U.S. In addition to the unilateral rights of SBC and BellSouth and their affiliates to terminate and to the Company’s right to terminate in certain events, each wireless agency agreement terminates upon breach, mutual agreement of the parties or on December 31, 2050. Agent commissions and compensation charges are included in “Selling, general and administrative” in the consolidated statements of income.

The Company incurred local interconnect and long distance charges from SBC and BellSouth and their affiliates related to the provision of wireless services to its subscribers, which are included in “Cost of services” in the consolidated statements of income.

The Company incurred telecommunication and other charges from SBC and BellSouth and their affiliates in connection with its internal business operations, which are primarily included in “Selling, general and administrative” in the consolidated statements of income.

Related party charges incurred by the Company are summarized as follows:

	Year Ended December 31,
Type of Service:	2002		2003		2004
Agent commissions and compensation	$	46	$	103	$	67
Interconnect and long distance		663		815		927
Telecommunications and other charges		85		77		97

Additionally, the Company has purchase commitments to SBC, BellSouth and their affiliates of $258 for dedicated leased lines used to provide interconnection services and $142 for telecommunications and other services (see Note 18).

The Company had receivables from affiliates of $81 and $247 and payables to affiliates of $135 and $109 at December 31, 2003 and 2004, respectively, primarily with SBC, BellSouth and GSMF (see Note 6).

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(Dollars in Millions)

13. Impairment of Long-lived Assets

During the fourth quarter of 2002, the Company evaluated the recoverability of the long-lived assets, including property, plant, and equipment and FCC licenses, of its Mobitex data business. While the business continued to generate positive operating cash flows, the timing of the Company’s migration to data services over its cellular/PCS networks, as well as other competitive and technological factors, decreased the cash flows that the Company expected to generate from continuing to operate the Mobitex data network. In the fourth quarter of 2002, the Company determined that the estimated future undiscounted cash flows were less than the carrying value of the Mobitex data business long-lived assets. Accordingly, the Company adjusted the carrying values of the Mobitex data business long-lived assets to their estimated fair value, resulting in a non-cash impairment loss of $104. Fair value was determined using a discounted cash flow approach. The impairment loss is included in “Cost of services” in the consolidated statement of income. The impairment loss was comprised of $71 of property, plant and equipment and $33 of FCC licenses. In conjunction with the impairment test, the Company reviewed the remaining useful lives of the Mobitex data business long-lived assets and determined the lives to be appropriate. During the fourth quarter of 2003, the Company evaluated the recoverability of the long-lived assets of its Mobitex data business and determined no additional impairment existed. In connection with its agreement to sell its Mobitex data business, the Company adjusted the carrying values of the long-lived assets to their fair value in the third quarter of 2004, resulting in a loss of $31 (see Note 3).

The Company’s cellular/PCS networks utilize two digital transmission technologies, TDMA and GSM. The TDMA technologies are deployed over two different spectrum frequencies, 850 MHz (cellular) and 1900 MHz (PCS). As discussed in Note 4, in 2002 the Company began adding GSM equipment throughout its TDMA markets, to provide a common transmission standard, and adding technologies for high-speed data services. In the fourth quarter of 2002, the Company finalized market specific execution strategies concurrent with the development and approval of its 2003 capital budget. In several smaller PCS markets, where the Company has only 10 MHz of available spectrum, it did not have adequate spectrum depth to concurrently provide wireless services using both technologies. In these markets, the Company retired the TDMA network assets in order to deploy GSM technology. The TDMA network assets used in 1900 MHz markets are frequency specific and cannot be redeployed for use in the Company’s other 850 MHz markets. Due to the anticipated near-term removal of these assets from service during the period ranging from the third quarter of 2003 to the fourth quarter of 2004, the Company performed an impairment test as required by SFAS 144 to determine whether the future cash flows of these markets were sufficient to recover the carrying value of the related TDMA assets as of December 31, 2002. In the fourth quarter of 2002, the Company recognized a non-cash impairment charge of $47 related to its 1900 MHz TDMA assets in ten markets located in the southeastern and southwestern U.S. The impairment loss was measured as the difference between the carrying value of these assets at December 31, 2002 and their fair value. Fair value was determined using a discounted cash flow approach. The impairment loss is included in “Cost of services” in the consolidated statement of income.

14. Acquisition-Related, Integration and Other Costs

Management plans to exit certain activities of AT&T Wireless, including disposing of redundant facilities, interests in certain foreign operations and domestic wireless assets required to be divested by the FCC and

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(Dollars in Millions)

the U.S. Department of Justice in connection with the acquisition (see Note 20), and to integrate the acquired business (see Note 3) with the Company. These plans affect many areas of the combined company, including sales and marketing, network, information technology, customer care, supply chain and general and administrative functions. In connection therewith, the Company expects to incur significant costs over the next several years associated with such dispositions and integration activities. Management is in the process of developing these plans and expects to complete them in the first and second quarters of 2005. The Company expects that the finalization of certain integration plans will result in adjustments to the purchase price allocation for the acquired assets and assumed liabilities of AT&T Wireless and may also result in the need to shorten the useful lives of certain network and other property, plant and equipment.

In the third and fourth quarters of 2004, the Company incurred $288 of integration costs, including $101 of costs to market the combined company, $75 of costs to prepare systems for the launch of the common customer interfacing systems and processes, $39 of costs to convert the branding of AT&T Wireless stores and agent locations to the Cingular brand, $17 related to employee retention and involuntary terminations and $56 of other integration planning and execution costs. These costs are primarily included in “Selling, general and administrative expenses” in the consolidated statements of income.

Employee termination benefits incurred in 2004 were $4 and include involuntary severance payments and related benefits for certain former Cingular employees who have been identified to be displaced in the first quarter of 2005. Employee termination benefits to be paid were recorded in accordance with SFAS No. 112, Employers’ Accounting for Postemployment Benefits (SFAS 112). Additional liabilities for termination benefits to be provided to former Cingular employees are expected to be recognized under SFAS 112 when such costs are probable and estimable. Additional liabilities for termination benefits to be provided to former AT&T Wireless employees are expected to be recognized under EITF Issue No. 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination (EITF 95-3), as liabilities assumed in the purchase business combination.

15. Reorganization Costs

In August 2002, the Company announced plans to reorganize its sales operations and to reduce its workforce in these and other functional areas of the business. It was expected that approximately 2,500 to 3,000 positions (employees, contractors and temporary personnel) would be eliminated, with more than one-third occurring through the elimination of temporary positions and normal attrition. Substantially all employees affected received notification in September 2002. Approximately 1,600 employees were terminated under this reorganization plan. Employee severance costs were accounted for in accordance with SFAS 112. For other costs of the reorganization, the Company adopted SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, in 2002 and accounts for the costs of the reorganization when the liability is incurred. The costs associated with the reorganization, principally severance, lease termination and relocation, were not expected to exceed $70. Substantially all activities associated with this reorganization were complete as of June 30, 2003. Reorganization costs for the years ended December 31, 2002 and 2003 were $41 and $21, respectively, and are principally reflected in “Selling, general and administrative” expenses in the consolidated statements of income.

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(Dollars in Millions)

16. Income Taxes

The Company is not a taxable entity for federal income tax purposes. Federal taxable income or loss is included in the respective member’s federal income tax return. The majority of states follow this treatment. Certain states, however, impose taxes at the Company level and such taxes are the responsibility of the Company and are included in the Company’s income tax provision (benefit). The consolidated financial statements also include income tax provisions (benefits) for federal and state income taxes for all corporate subsidiaries of the Company.

Following the Company’s acquisition of AT&T Wireless and related restructuring, AT&T Wireless became a direct wholly-owned subsidiary of the Company. The Company and AT&T Wireless transferred significant portions of their respective assets and liabilities to CW II. Earnings or losses from CW II flow to its owners in accordance with their respective ownership interests. The structure retains AT&T Wireless as a tax-paying corporation that is a 43% owner of CW II. The Company owns the remaining 57% of CW II. The Company and CW II are generally both considered partnerships for federal and state income tax purposes. For partnerships, income tax items generally flow through to their members and are taxed at the member level pursuant to federal and state income tax laws.

Deferred income taxes are recorded using enacted tax law and rates for the years in which the taxes are expected to be paid or refunds received. Deferred income taxes are provided for items when there is a temporary difference in recording such items for financial reporting and income tax reporting. A majority of these deferred taxes were recorded through the required application of the purchase method of accounting for the Company’s acquisition of AT&T Wireless. As part of purchase accounting, a significant portion of the assets and liabilities acquired were recorded by the Company at fair value (see Note 3). The difference between the fair values recorded for these acquired assets (other than goodwill) and liabilities and the tax basis of those assets and liabilities determined the deferred income taxes that have been recorded in the Company’s financial statements. Additionally, the Company assumed significant tax net operating losses (NOLs) with its acquisition of AT&T Wireless.

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(Dollars in Millions)

The provision (benefit) for income taxes consists of the following:

		Year Ended
		December 31,
		2002			2003			2004
Current:
	Federal	$	10		$	26		$	14
	State and local		5			3			2
	International		—			—			—
			15			29			16
Deferred:
	Federal		(5	)		(3	)		(67	)
	State and local		2			2			(7	)
	International		—			—			—
		$	(3	)	$	(1	)	$	(74	)
Provision (benefit) for income taxes		$	12		$	28		$	(58	)

A reconciliation of the income tax provision (benefit) computed at the statutory tax rate to the Company’s effective tax rate is as follows:

	Year Ended December 31,
	2002			2003			2004
Federal statutory rate		35	%		35	%		35	%
Income tax provision (benefit) at statutory rate	$	426		$	352		$	50
State income taxes, net of federal U.S. tax benefit		49			40			6
LLC income not subject to federal or state income taxes		(463	)		(364	)		(114	)
Provision (benefit) for income taxes	$	12		$	28		$	(58	)
Effective income tax rate		0.99	%		2.79	%		(40.56	)%

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(Dollars in Millions)

Deferred taxes arise because of differences between the book and tax bases of certain assets and liabilities. The significant components of the Company’s deferred tax assets and (liabilities) are as follows:

			December 31,
			2003		2004
Current deferred tax assets:
	Other		$	—	$	2
Total current deferred tax assets				—		2
Noncurrent deferred tax assets:
	Noncurrent deferred income tax assets:
		Net operating loss/credit carryforwards		—		3,078
		Valuation allowances		—		(147	)
Total net noncurrent deferred tax assets				—		2,931
Noncurrent deferred tax liabilities:
	Investment in Cingular Wireless II			—		6,655
	FCC licenses and goodwill			178		216
	Investments in and advances to unconsolidated subsidiaries			—		41
Other				12		16
Total noncurrent deferred tax liabilities				190		6,928
Total noncurrent net deferred tax liabilities			$	190	$	3,997

The Company, through AT&T Wireless, has federal and state NOL carryforwards of approximately $7,555 and $9,341, respectively, which expire at various dates principally from December 31, 2007 through December 31, 2024. At December 31, 2004, the related tax effected NOLs for federal and state income tax purposes were $2,644 and $394, net of federal tax impacts, respectively. In addition, the Company had tax effected NOLs of $10 related to its Puerto Rico operations. The Company also has federal tax credit carryforwards of $26 which expire between 2007 and 2024, and $4, which are not subject to expiration. Internal Revenue Code Section 382 places certain limitations on the annual amount of NOL carryforwards that can be utilized if certain changes to a company’s ownership occur. The Company believes that its purchase of AT&T Wireless was a change in ownership pursuant to Section 382 of the Code, and that the NOL carryforwards of AT&T Wireless are limited but more likely than not will be used in future periods. As of December 31, 2004, the Company had valuation allowances of $130 for NOLs and $17 for tax credits which were more likely than not to expire unused. The majority of the Company’s deferred tax asset valuation allowance would be applied to reduce goodwill in the event that the tax benefits for the items are recognized.

On December 21, 2004, the FASB issued FSP FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (the Act), to provide accounting and disclosure guidance for the repatriation provision of the Act. The Act creates a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85 percent dividends received deduction for certain dividends from controlled foreign corporations that are repatriated in either an enterprise’s last tax year that began before the enactment date of October 22, 2004

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(Dollars in Millions)

or the first tax year that begins during the one-year period beginning on the date of enactment. The deduction is subject to a number of limitations and, as of December 31, 2004, uncertainty remained as to how to interpret numerous provisions in the Act. As of December 31, 2004, the Company had deferred tax liabilities of $108 related to undistributed foreign earnings totaling $350. Based on the Company’s analysis of the Act, although not yet finalized, it is reasonably possible that under the repatriation provision of the Act the Company may repatriate some amount of earnings estimated to be between $300 to $350. The related tax effects of such repatriation cannot reasonably be estimated at this time. The effects of the repatriation on deferred tax liabilities would result in adjustments to the purchase price allocations that were recorded in connection with the Company’s acquisition of AT&T Wireless. We expect the Company to be in a position to finalize its assessment during the second quarter of 2005. Until this evaluation is completed, the Company presumes that repatriation of those foreign earnings will occur and has accordingly recognized a deferred tax liability for the full amount of current and prior years’ unremitted earnings without giving effect to the repatriation provision of the Act.

At December 31, 2003 and 2004, the Company’s net assets at entities that are not taxpayers exceed their tax bases by approximately $12,900 and $14,000, respectively. For the year ended December 31, 2003, this basis difference is principally attributable to the tax rules used to determine depreciation and amortization of property, plant and equipment and intangible assets. For the year ended December 31, 2004, this basis difference principally relates to the Company’s investment in CW II.

Cash paid for income taxes for the years ended December 31, 2002, 2003 and 2004 was $14, $23 and $22, respectively.

17. Employee Benefits

Pensions and Post-Retirement Benefits

Approximately 43,000 of the Company’s employees are covered by one of two noncontributory qualified pension plans. Participation in the Company’s plans commenced November 1, 2001, following the initial contribution of employees and related obligations and liabilities by SBC and BellSouth to the Company. In connection with this contribution, SBC and BellSouth transferred pension assets from the qualified trusts to the trusts established for the Company’s pension plans. Current employees of the Company who were formerly employed by AT&T Wireless do not participate in the pension plans.

Nonbargained and some bargained employees participate in a cash balance plan, under which they can elect to receive their pensions in a lump sum. The pension benefit formula for many bargained employees is based on a flat dollar amount per year of service according to job classification, and these benefits are typically paid as an annuity.

The projected benefit obligation of the Company’s pension plans is the actuarial present value of all benefits attributed by the pension benefit formula to previously rendered employee service. It is measured based on assumptions concerning future interest rates, employee compensation levels, retirement date and mortality. Actual experience may differ from the actuarial assumptions, and the benefit obligation will be affected. The Company uses a December 31 measurement date for its plans.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

Nonbargained employees and their covered dependents who meet certain eligibility requirements will be provided access to post-retirement medical and dental benefits at no cost to the Company. For bargained employees and a closed group of nonbargained transitional employees, the Company provides certain retiree medical, dental and life insurance benefits under various plans and accrues actuarially determined post-retirement benefit costs as active employees earn these benefits. These post-retirement plans are not funded. Current employees formerly employed by AT&T Wireless do not participate in the Company’s post-retirement benefit plans.

In accordance with FASB Staff Position No. FAS 106-2, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Modernization Act) has been reflected effective January 1, 2004. Due to expected future receipt of subsidies available under the Act for plans that are determined to be actuarially equivalent, the plans combined Accumulated Postretirement Benefit Obligation was reduced by approximately $8 as of January 1, 2004 and the combined 2004 Net Periodic Benefit Cost was reduced by approximately $2.

Obligations and Funded Status

The pension plan and post-retirement benefit plan funded status and amounts recognized in the consolidated balance sheets at December 31, 2003 and 2004 are as follows:

								Post-
		Pension						Retirement
		December 31,						December 31,
		2003			2004			2003			2004
Change in Benefit Obligation:
	Benefit obligation at beginning of year	$	413		$	456		$	84		$	114
	Service cost		61			65			9			10
	Interest cost		24			26			6			6
	Amendments		(1	)		2			(2	)		(12	)
	Impact of Medicare Modernization Act		—			—			—			(8	)
	Actuarial loss		18			18			17			7
	Benefits paid		(59	)		(31	)		—			—
Benefit obligation at end of year		$	456		$	536		$	114		$	117

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

								Post-
		Pension						Retirement
		December 31,						December 31,
		2003			2004			2003		2004
Change in Plan Assets:
	Fair value of plan assets at beginning of year	$	450		$	510		$	—	$	—
	Actual return on plan assets		103			47			—		—
	Employer contribution		16			—			—		—
	Benefits paid		(59	)		(31	)		—		—
Fair value of plan assets at end of year		$	510		$	526		$	—	$	—

	Pension					Post-Retirement
	December 31,					December 31,
	2003		2004			2003			2004
Funded status	$	54	$	(10	)	$	(114	)	$	(117	)
Unrecognized prior service cost		15		14			6			(7	)
Unrecognized net actuarial loss		3		12			31			29
Prepaid pension cost and accrued post-retirement benefit obligation	$	72	$	16		$	(77	)	$	(95	)

The accumulated benefit obligation for the pension plans was $435 and $511 at December 31, 2003 and 2004, respectively. As of December 31, 2004, the bargained pension plan had an accumulated benefit obligation that exceeded the fair value of plan assets, and an additional minimum liability of $6 was recorded in accordance with the provisions of paragraphs 36 and 37 of SFAS No. 87, “Employers’ Accounting for Pensions” (SFAS 87). Additional information for this plan is as follows:

	December 31,
	2003		2004
Projected benefit obligation	$	18	$	26
Accumulated benefit obligation		16		22
Fair value of plan assets		16		17
Increase in minimum liability included in other comprehensive income		—		4

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

Components of Net Periodic Pension Cost

Net pension expense and post-retirement benefit expense recognized is comprised of the following:

	Pension									Post-Retirement
	2002			2003			2004			2002			2003		2004
Service cost	$	62		$	61		$	65		$	6		$	9	$	10
Interest cost		24			24			26			4			6		6
Expected return on plan assets		(27	)		(36	)		(38	)		—			—		—
Amortization of prior service cost		3			3			3			2			1		1
Recognized actuarial gain		—			—			—			—			1		1
Net expense	$	62		$	52		$	56		$	12		$	17	$	18
Curtailment and termination benefits											(1	)		—		—
Adjusted net post-retirement benefit expense										$	11		$	17	$	18

Assumptions

Significant weighted-average assumptions used in developing pension and post-retirement benefit obligations at December 31 include:

							Post-
	Pension						Retirement
	2003			2004			2003			2004
Discount rate		6.25	%		5.75	%		6.25	%		5.75	%
Composite rate of compensation increase		6.00	%		6.00	%		6.00	%		6.00	%

Significant weighted-average assumptions used to determine net periodic pension and post-retirement cost for the years ended December 31 include:

	Pension									Post-Retirement
	2002			2003			2004			2002			2003			2004
Discount rate		7.25	%		6.75	%		6.25	%		7.25	%		6.75	%		6.25	%
Expected long-term return on plan assets		8.50	%		8.50	%		8.50	%		—			—			—
Composite rate of compensation increase		7.00	%		6.00	%		6.00	%		7.00	%		6.00	%		6.00	%

The expected long-term rate of return on assets was derived using data from investment managers and 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. The Company considers many factors, which include 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.

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(Dollars in Millions)

Assumed health care cost trend rates at December 31 are as follows:

	2003						2004
	Pre-Age			Post-Age			Pre-Age			Post-Age
	65			65			65			65
Health care cost trend rate assumed for next year		10.00	%		11.00	%		9.25	%		10.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		5.00	%		5.00	%		5.00	%		5.00	%
Year the rate reaches the ultimate trend rate		2011			2011			2011			2011

The assumed dental cost trend rate is 5.0% in 2004 and future years. A one percentage-point change in the assumed health care cost trend rate would have the following effects:

	One Percentage-		One Percentage-
	Point Increase		Point Decrease
Effect on total of service and interest cost components	$	4	$	(3	)
Effect on post-retirement benefit obligation		20		(16	)

     Plan Assets

The Company’s pension plans asset allocations at December 31, by asset category are as follows:

			Plan Assets at
			December 31,
			2003			2004
Asset Category
	Equity securities			66	%		62	%
	Debt securities			28			28
	Cash			1			—
	Other			5			10
		Total		100	%		100	%

The investment goal of the plans is to ensure the availability of funds for the liabilities as they become due and to meet the objectives with a prudent risk profile, diversification and diligent management in accordance with applicable statutory and regulatory constraints. Target allocations for the pension plans are 35% large cap equity (range of 30 — 40%), 10% small/mid cap equity (range of 5 — 15%), 15% international equity (range of 10 — 20%), 30% domestic fixed income (range of 25 — 30%), 10% alternative investments (range 5 — 15%) and 0% cash (0 — 2%) range. The alternative investment allocation is comprised of absolute return strategies. Absolute return strategies are designed to return cash plus a premium regardless of market direction and are included in the portfolio for diversification purposes. Prohibited investments are outlined in each individual manager’s agreement, and derivatives are allowed if in compliance with the Company’s internal derivative policy. Derivatives may be used as a substitute for physical investing or to manage duration and currency risk. Performance is reviewed on a monthly basis.

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(Dollars in Millions)

     Contributions

The Company does not expect to make any contributions to its pension plans and its post-retirement benefit plans in 2005.

     Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid. Post-retirement benefit payments shown reflect estimated payment amounts before the Medicare subsidy. The Medicare subsidy for all years shown below totals less than $2 in aggregate.

			Post-
	Pension		retirement
	Benefits		Benefits
2005	$	86	$	1
2006		45		1
2007		49		2
2008		52		2
2009		54		3
2010-2014		308		26

     Defined Contribution Plans

The Company maintains several contributory savings plans which cover substantially all employees. Effective December 31, 2002, the plan covering bargained employees was merged into the plan covering nonbargained employees. Contributions made by the Company and the related costs are determined as a percentage of covered employees’ eligible contributions to the plans and totaled $56 in 2002, $46 in 2003 and $46 in 2004.

Current employees who were formerly employed by AT&T Wireless will continue to participate in a legacy savings plan until January 1, 2006. The plan matches a percentage of employee contributions up to certain limits and provides a fixed contribution percentage. The Company may also provide discretionary or profit-sharing contributions. Contributions under the plan totaled $13 from the acquisition date of October 26, 2004 through December 31, 2004.

     Stock Based Compensation Plans

AT&T Wireless sponsored the 2001 Long Term Incentive Plan, which provided for stock options, restricted stock and performance shares. All of these awards vested and accelerated upon the Company’s acquisition of AT&T Wireless and were settled in cash.

     Supplemental Retirement Plans

The Company also assumed the liabilities related to nonqualified, unfunded supplemental retirement plans for senior executives previously employed by SBC affiliates that were contributed to the Company. Expenses related to these plans were less than $2 in all years presented. Liabilities of $8 and $8 related to

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(Dollars in Millions)

these plans, which include an additional minimum pension liability of $2 and $3, have been included in “Other noncurrent liabilities” in the consolidated balance sheets at December 31, 2003 and 2004, respectively. The consolidated balance sheets also include $1 in “Other intangible assets, net” at December 31, 2003 and 2004 related to these plans.

Deferred Compensation Plan

The Company provides certain management employees with a nonqualified, unfunded deferred compensation plan. The plan allows eligible participants to defer some of their compensation on a pre-tax basis and receive a market-based interest rate of return. In addition, the plan provides for a stated matching contribution by the Company based on a percentage of the compensation deferred. Deferred compensation expenses for all years presented was not significant. The long-term portions of liabilities related to this plan of $22 and $30 have been included in “Other noncurrent liabilities” in the consolidated balance sheets at December 31, 2003 and 2004, respectively.

Certain management employees who previously were employees of AT&T Wireless are participants in a nonqualified, unfunded deferred compensation plan, which allows participants to defer a portion of their compensation on a pre-tax basis, with earnings calculated based on valuation funds selected by the participants. In addition, the plan provides for contributions by the Company to participants whose matching and profit sharing contributions to the qualified 401(k) plan were capped by operation of the limitations imposed by tax laws. The liability of the deferred compensation plan totaled $61 as of December 31, 2004, of which $24 and $37 have been classified as “Accrued liabilities” and “Other noncurrent liabilities”, respectively, in the consolidated balance sheets.

The liabilities associated with the AT&T Wireless deferred compensation plan, along with other benefit obligations, have been funded and are held in a grantor trust, subject to the claims of the Company’s creditors in the event of the Company’s insolvency. Upon the acquisition of AT&T Wireless by the Company, the trust became irrevocable, and the Company was required to contribute an amount to the grantor trust equal to the present value of the total amount owed to participants in the deferred compensation plan and other benefit obligations. As of December 31, 2004, the grantor trust held $110 in assets, of which $83 was invested in cash equivalents and short term investments. The remaining $27 represented the cash surrender value of Company owned life insurance policies. The assets held by the grantor trust were included in “Other assets” in the consolidated balance sheets as of December 31, 2004 (see Note 1).

Long-Term Compensation Plan

The Cingular Wireless Long-Term Compensation Plan, as amended (the Plan), provides for incentive compensation to eligible participants over periods that are two years or longer in the form of performance units, stock appreciation units and restricted stock units. Awards granted in any particular year may be comprised of any combination of award type provided for under the Plan, as approved by the plan administrator. All awards are ultimately settled in cash. Grants are made in April of the award year.

Performance units are tied to the achievement of specified financial objectives over a three-year performance period. The units have a stated value of $50 (whole dollars). Performance units granted at

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(Dollars in Millions)

inception of a three-year performance period are payable in the first quarter following the performance period, with payouts ranging from 0% to 200% of the stated value of the performance units for years prior to 2004 and 0% to 150% for 2004 grants. The number of performance units granted under the Plan total approximately 1.2 million units in 2002 and 540,000 units in 2003. During the year ended December 31, 2004, the Company granted approximately 732,000 performance units. As of December 31, 2004, the Company has approximately 2.0 million outstanding performance units. Expense is accrued ratably throughout the performance period based upon management’s estimate of the compensation that will ultimately be earned under the Plan. As performance is monitored against the financial objectives that have been established throughout the respective three-year performance periods, management may revise its estimate of the compensation that will ultimately be earned under the Plan and adjust its accrual accordingly.

Stock appreciation units granted under the Plan, which approximate 3.3 million in total, are indexed to an underlying share of BellSouth or SBC common stock. Each stock appreciation unit has a grant price equal to the closing price of BellSouth or SBC stock, as the case may be, based on the closing New York Stock Exchange price on the grant date. Stock appreciation units were granted to eligible employees on April 1, 2003, 50% of which vest two years after the grant date and the remaining 50% of which vest three years following the grant date. As of December 31, 2004, the Company had approximately 2.8 million outstanding stock appreciation units. The units expire 10 years from the grant date. Compensation cost is recognized over the period such units remain outstanding based upon the change in the fair value of the stock appreciation units at the end of each reporting period.

Restricted stock units granted under the Plan are indexed to an underlying share of BellSouth or SBC common stock. The value of the restricted stock units granted in 2004 will be paid in cash to holders in March 2007 based on the average of the closing stock prices of BellSouth and SBC common stock for the last ten trading days of February 2007. Dividend equivalents will be paid annually at the same rate as the dividend received by all SBC and BellSouth shareholders, respectively. During the year ended December 31, 2004, the Company granted approximately 339,000 BellSouth restricted stock units and 378,000 SBC restricted stock units with an aggregate value on the grant date of approximately $19. As of December 31, 2004, the Company had approximately 669,000 outstanding restricted stock units. The value of the restricted stock units, adjusted for changes in the value of the underlying BellSouth and SBC common stock, is recognized as compensation expense over the three year vesting period.

For the years ended December 31, 2003 and 2004, the Company recognized compensation expense of $14 and $26, respectively, associated with the Plan. Former AT&T Wireless employees who remain in the employment of the Company and meet certain eligibility requirements will participate in the Plan beginning in 2005.

18. Commitments and Contingencies

Leases

The Company entered into significant capital leases primarily for the use of communications towers (see Note 19). Capital lease obligations are included in Note 9.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

The Company also entered into operating leases for facilities and equipment used in operations. These leases typically include renewal options and escalation clauses. In general, ground and collocation leases have five or ten year initial terms with three to five renewal terms of five years. Rental expense under operating leases for the years ended December 31, 2002, 2003 and 2004 was $456, $512 and $699, respectively.

The following table summarizes the approximate future minimum rentals under noncancelable operating leases, including renewals that are reasonably assured, in effect at December 31, 2004:

At December 31,
2005	$	1,251
2006		1,094
2007		899
2008		729
2009		619
Thereafter		3,511
Total	$	8,103

Commitments

The Company has unconditional purchase commitments for advertising and marketing, computer equipment and services, roaming, long distance services, network equipment and related maintenance, and software development and related maintenance. These commitments totaled approximately $1,326 at December 31, 2004. Included in this amount are commitments of $142 to SBC, BellSouth and their affiliates for telecommunications and other services. Also included are commitments to AT&T Corp. (AT&T) which were assumed by the Company in conjunction with its acquisition of AT&T Wireless, as well as network-related commitments associated with the brand license agreement. In August 2004, the Company, AT&T Wireless and AT&T entered into a definitive agreement to modify the brand license agreement between AT&T Wireless and AT&T to provide the Company with certain licensee rights to the AT&T brand for wireless services during a six-month transition period following the acquisition. As part of this agreement, the Company committed to purchase $100 in network services from AT&T through December 31, 2005, of which $33 remained outstanding as of December 31, 2004.

The Company has commitments with local exchange carriers for dedicated leased lines. The original terms of these commitments vary from month-to-month up to five years. The Company’s related commitment to its primary carriers as of December 31, 2004, was approximately $572, with payments due in each of the five succeeding fiscal years as follows: $225 in 2005, $171 in 2006, $108 in 2007, $60 in 2008 and $8 in 2009. Included in these amounts are commitments of $258 to SBC, BellSouth and their affiliates.

The Company has commitments to Crown Castle International for monitoring and maintenance services related to its communication towers (see Note 19). The Company’s commitment at December 31, 2004 was approximately $276, with payments due in each of the five succeeding fiscal years and thereafter as follows: $86 in 2005, $61 in 2006, $42 in 2007, $27 in 2008, $16 in 2009 and $44 thereafter.

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CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

As discussed in Note 7, the Company has interests in several variable interest entities which were formed to acquire licenses that were restricted by the FCC to businesses with limited assets and revenues. Two of these variable interest entities, including Salmon and Alaska Native Wireless, LLC (ANW), include terms within their venture agreements, such that the other owners may elect to require the Company to purchase their interests at specified time periods. The other owner of Salmon, Crowley Digital, has the right to put its approximate 20% economic interest in Salmon to the Company at a cash price equal to Crowley Digital’s initial investment plus a specified rate of return. The put right can be exercised at certain times, and the Company estimates that the earliest exercise period will begin in February 2006 and the latest exercise period will end in April 2008. The Company’s maximum liability for the purchase of Crowley Digital’s interest in Salmon under this put right is $225, of which $155 was reflected in “Other noncurrent liabilities” as of December 31, 2004. In accordance with the terms of the ANW venture agreement, in March 2007, the other owners of ANW may elect to require the Company to purchase their interests in ANW for $145, of which $118 was reflected within “Other noncurrent liabilities” as of December 31, 2004. Under certain circumstances, this right may be exercised earlier, in which case the amount payable would be reduced by 5 percent per annum.

In connection with the termination of the Company’s GSMF network infrastructure joint venture with T-Mobile (see Note 20), the Company has a $1,200 commitment to purchase a minimum number of minutes from T-Mobile. This commitment became effective in January 2005.

In November 2004, the Company and Edge Mobile Wireless, LLC entered into a definitive agreement, pursuant to which Edge Mobile, LLC (Edge) was formed to bid as an “entrepreneur” for certain 1900 MHz band PCS licenses auctioned by the FCC. The auction ended in February 2005. Edge was the successful bidder for, and, following the filing and review of the standard applications, expects to be granted 21 licenses. Edge’s total high bids for the licenses in which the Company will have an indirect economic interest amounted to $181, of which the Company is obligated to fund $174. In December 2004, the Company contributed $31 in equity to Edge, which will be used to pay for a portion of the licenses. The Company will contribute equity and make advances to Edge in March 2005 to cover its remaining obligation.

Contingencies

The Company and AT&T Wireless are defendants in a lawsuit brought by Freedom Wireless Inc. alleging patent infringement related to prepaid wireless service. The case is pending in the U.S. District Court for the District of Massachusetts, and the trial for this matter commenced in late February 2005. It is expected that the trial could last at least two months. The plaintiff is expected to seek approximately $250 in monetary damages from the Company and AT&T Wireless, as well as injunctive relief. Boston Communications Group, Inc. (BCGI), whose prepaid technology platform the Company has used and whose technology is alleged to infringe two patents held by Freedom Wireless, has agreed to indemnify the Company and AT&T Wireless with respect to the claims asserted in this litigation. Financial and other information regarding BCGI can be obtained at www.bcgi.net. (This website address is an inactive textual reference included for information only and is not intended to be an active link to or incorporate any website information into this document.)

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CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

The Company is subject to claims arising in the ordinary course of business involving allegations of personal injury, breach of contract, anti-competitive conduct, employment law issues, regulatory matters and other actions. To the extent that management believes that a loss arising from litigation or regulatory proceedings is probable and can reasonably be estimated, an amount is accrued on the financial statements for the estimated loss. As additional information becomes available, the potential liability related to the matter is reassessed and the accruals are revised, if necessary. While complete assurance cannot be given as to the outcome of any legal claims, the Company believes that any financial impact would not be material to its business, financial position or cash flows.

19. Communications Towers

In June 1999, as part of an agreement with Crown Castle International (Crown), BellSouth subsidiaries leased to Crown all unused space on 2,623 of their communications towers. These subsidiaries were contributed to the Company on October 2, 2000. Under these transactions, Crown assumed all obligations for property taxes, insurance and maintenance for the towers and agreed to reimburse the Company for ground lease rentals. The Company has retained, outside of the leases, a portion of the towers for use in operating its wireless network and continues to own the towers and related communications components, including switching equipment, shelters and communications facilities. The Company entered into a monitoring and maintenance agreement with Crown for these towers. During 2002, 2003 and 2004, the Company paid $51, $50 and $60, respectively, to Crown for its monitoring and maintenance services. Monitoring and maintenance fees are escalated by 5% on the anniversary of each site commencement date. The Company has the right to withdraw from the monitoring and maintenance agreement for any tower on the tenth anniversary of the transaction date and on each five-year anniversary thereafter.

In August 2000, Southwestern Bell Mobile Systems, Inc., which SBC transferred to the Company on October 2, 2000, agreed to transfer approximately 3,900 of its communications towers (later reduced to 3,306), including those owned by consolidated partnerships, to another SBC affiliate, in connection with an agreement whereby the SBC affiliate would lease its rights to use and lease space on the towers to SpectraSite Inc. (SpectraSite, formerly SpectraSite Holdings, Inc.). Under the arrangement, SpectraSite then subleases back to the SBC affiliate space on the towers the Company uses. The SBC affiliate further subleases that space to the Company or its affiliates. The annual rent is escalated by 5% as of December 14 of every year. The term of the sublease is unique to each tower and ranges from 13 to 32 years. The Company (as lessee) has the right to withdraw from any lease on the tenth anniversary of the lease date and on each five-year anniversary thereafter. The Company accounts for its subleases of the tower space from the SBC affiliate as capital leases.

As part of the Crown and SpectraSite agreements, the Company had entered into build-to-suit (BTS) agreements that provided for the development and construction of towers on BTS sites and the performance of other services. In 2002, the Company terminated its BTS agreements with SpectraSite and Crown. Under the BTS agreement, 34 towers were completed and became capital leases with SpectraSite. Certain other towers under construction and other work-in-progress were transferred to the Company during the transition period.

In February 2003, a subsidiary of the Company acquired leasehold interests in 545 communication towers in California and Nevada from SpectraSite for $81 in cash. SpectraSite had previously acquired these

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CINGULAR WIRELESS LLC

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(Dollars in Millions)

leasehold interests from an affiliate of SBC in 2000, and the Company had leased a portion of the tower space indirectly from SpectraSite. Subsequent to February 2003, the GSMF venture leased a portion of the space on these towers directly from a subsidiary of the Company. In connection with the dissolution of GSMF and the sale to T-Mobile of the California/ Nevada network assets and certain spectrum, the leasehold interests of the Company and GSMF in these 545 communications towers in California and Nevada were transferred to T-Mobile (see Note 20).

In 2002, 2003 and 2004, the Company transferred to the SBC affiliate 33, 94 and 187 towers, respectively. Through December 31, 2004, a total of 3,265 towers having an aggregate net book value of $190, have been transferred.

20. Subsequent Events

Termination of GSMF Network Infrastructure Joint Venture

In May 2004, the Company and T-Mobile entered into an agreement, subject to regulatory and other customary closing conditions and the closing of the acquisition of AT&T Wireless, to dissolve GSMF, sell to T-Mobile certain spectrum licenses and other assets and exchange certain other spectrum licenses. The first stage of these transactions closed in January 2005.

Pursuant to the agreement, the Company sold its ownership of the California/ Nevada Major Trading Area (MTA) network assets to T-Mobile for approximately $2,500 in cash. The proceeds from the sale will be used to fund capital expenditures through June 2005 in order to receive favorable tax treatment. In connection with the dissolution, the Company was required to contribute an additional $200 to the venture to equalize the capital accounts. The ownership of the New York Basic Trading Area (BTA) network assets returned to T-Mobile. The Company retained the right to utilize the California/ Nevada and New York networks during a four year transition period and has guaranteed to purchase a minimum number of minutes over this term with a minimum purchase of $1,200. The Company and T-Mobile retained all of their respective customers in each market. The Company also sold 10 MHz of spectrum to T-Mobile in each of the San Francisco, Sacramento and Las Vegas BTAs for $180.

As agreed to as part of the original joint venture agreement, the Company and T-Mobile were each to receive 50% of the spectrum used in the operation of the joint venture following its dissolution. Spectrum licenses were not contributed to the joint venture upon its formation in 2001 but rather were subject to a separate agreement governing their use. In connection with the dissolution, the Company and T-Mobile are contractually required to exchange certain spectrum licenses. The Company expects the spectrum licenses to be exchanged on January 1, 2007. The Company will receive 10 MHz of spectrum in New York BTA in addition to the 10MHz of spectrum the Company made available for use by GSMF and 2.5 MHz of spectrum in the Las Vegas BTA, and T-Mobile will receive 5 MHz of spectrum in each of nine BTAs in California, the largest of which is San Diego. T-Mobile also has the option to purchase an additional 10 MHz of spectrum in the Los Angeles and San Diego BTAs from the Company at the end of two years, under certain circumstances.

The Company expects to recognize a gain on these transactions, principally due to the value of the New York spectrum to be received in connection with the consummation of these transactions. The Company expects to recognize a gain upon the completion of the spectrum exchange in 2007.

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

Other Divestitures

In November 2004, in response to the Company’s agreement with the U.S. Department of Justice and the FCC to divest certain assets and spectrum in certain markets as a condition to receiving regulatory approval to acquire AT&T Wireless, the Company entered into a number of disposition agreements. An agreement with Alltel Corporation (Alltel) involves the sale by the Company of certain former AT&T Wireless assets and properties, including licenses, network assets, and subscribers that the Company currently operates in several markets, the largest of which is Oklahoma City, Oklahoma. As part of this agreement, the Company also agreed to sell 20 MHz of spectrum and the network assets formerly held by AT&T Wireless in Wichita, Kansas, which it was not required to divest. The Company also entered into a disposition agreement with MetroPCS to sell 10 MHz of former AT&T Wireless spectrum in each of Dallas, Texas and Detroit, Michigan for $230. The Company entered into a disposition agreement with Cellco Partnership (d/b/a Verizon Wireless) to sell 10 MHz of former AT&T Wireless spectrum in Knoxville, Tennessee for $20. Finally, the Company has entered into other disposition agreements pertaining to certain other former AT&T Wireless properties and assets in four smaller transactions involving the sale of various combinations of spectrum, network assets and accounts in specific rural regions of Arkansas, Mississippi, Missouri and Texas.

In February and March 2005, the Company closed its transactions with MetroPCS and Verizon Wireless and one of the four smaller transactions described above. The closings of the remaining divestiture transactions are contingent upon regulatory approval. The transaction with Alltel is expected to close by the second quarter of 2005. The Company does not anticipate recognizing any material gain or loss on these divestiture transactions as the Company’s assumed fair value of the net assets in conjunction with its purchase of AT&T Wireless equaled the sales proceeds from the respective transactions.

21. Selected Quarterly Financial Data (Unaudited)

The unaudited quarterly results presented below for 2003 and the first three quarters of 2004 have been restated to reflect the correction of the Company’s method of accounting for its operating leases. See Note 2 for further discussion of the restatement.

	First			Second		Third			Fourth
2003	Quarter			Quarter		Quarter			Quarter
Total operating revenues(a)	$	3,638		$	3,874	$	4,059		$	3,912	(c)
Operating income		707	(b)		747		480			320
Income (loss) before provision for income taxes and cumulative effect of accounting change		410			411		172			12
Net income (loss)		408			399		166	(d)		4	(d)

149

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Item 8.     Financial Statements and Supplemental Data

CINGULAR WIRELESS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Dollars in Millions)

	First		Second		Third			Fourth
2004	Quarter		Quarter		Quarter			Quarter(e)
Total operating revenues	$	3,942	$	4,155	$	4,257		$	7,082
Operating income (loss)		550		671		460	(f)		(153	)(g)
Income (loss) before provision for income taxes and cumulative effect of accounting change		221		337		142	(f)		(557	)(g)
Net income (loss)		215		339		142	(f)		(495	)(g)

(a)	Includes a reclassification to reflect billings to our customers for the USF and other regulatory fees as “Operating revenues”. The amounts reclassified for the first, second, and third quarters of 2003 were $48, $88 and $105, respectively.
(b)	Includes a reduction of $24 due to reorganization (see Note 15).
(c)	Operating revenues in the fourth quarter of 2003 were $142 lower than the third quarter, due primarily to reduced roaming revenues as a result of lower negotiated rates and expected seasonality.
(d)	Net income in the third and fourth quarters of 2003 was impacted by increased customer acquisition costs associated with the two consecutive quarters of strong gross customer additions. Additionally, other cost increases impacting results included higher customer retention costs in preparation for wireless local number portability in the later part of 2003.
(e)	On October 26, 2004, the Company completed its acquisition of AT&T Wireless. Operating results for 2004 for AT&T Wireless have been included in the consolidated financial statements subsequent to that date.
(f)	Includes a reduction of $43 for integration planning costs and $31 loss on the writedown of the carrying value of the Company’s Mobitex business.
(g)	Fourth quarter 2004 operating results were impacted by an increase in customer acquisition costs associated with the highest gross and net customer additions in the Company’s history, purchase accounting adjustments and related amortization (see Notes 3 and 5) and $245 of acquisition-related and integration costs (see Note 14).

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