Exhibit 99.1

AT&T INC.
Unaudited Pro Forma Condensed Combined Financial Statements
Dollars in millions except per share amounts

The Unaudited Pro Forma Condensed Combined Financial Statements presented below are derived from the historical consolidated financial statements of AT&T Inc. (formerly known as SBC Communications Inc. (SBC)) and AT&T Corp. (ATTC). In connection with the merger, SBC changed the name of the company from “SBC Communications Inc.” to “AT&T Inc.” For the reader’s convenience, these Unaudited Pro Forma Condensed Combined Financial Statements and Notes thereto refer to each company by the legal entity name prior to the merger. The Unaudited Pro Forma Condensed Combined Financial Statements are prepared using the purchase method of accounting, with SBC treated as the acquirer and as if the acquisition of ATTC had been completed on January 1, 2004 for statement of income purposes and on September 30, 2005 for balance sheet purposes. For a summary of the business combination, see “The Merger” included in the SBC Form S-4 filed with the Securities and Exchange Commission (SEC) on March 11, 2005 (File No. 333-123283) including all amendments and supplements to it.

The Unaudited Pro Forma Condensed Combined Financial Statements are based upon the historical financial statements of SBC and ATTC adjusted to give effect to the ATTC acquisition. The pro forma amounts have been developed from (a) the audited consolidated financial statements of SBC contained in its Annual Report on Form 10-K for the year ended December 31, 2004 and the unaudited consolidated financial statements of SBC contained in its Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2005, and (b) the audited consolidated financial statements of ATTC contained in its Annual Report on Form 10-K for the year ended December 31, 2004 and the unaudited consolidated financial statements of ATTC contained in its Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2005.

Under the purchase method of accounting, the assets and liabilities of ATTC were recorded at their respective fair values as of the date of the acquisition, November 18, 2005. SBC has obtained preliminary third-party valuations of property, plant and equipment, intangible assets (including the ATTC brand name), debt and certain other assets and liabilities. Because of the proximity of this transaction to year end, the values of certain assets and liabilities are based on preliminary valuations, as allowed by U.S. generally accepted accounting principles, and are subject to adjustment as additional information is obtained. We cannot provide any assurance that such adjustments will not result in a material change.

The Unaudited Pro Forma Condensed Combined Financial Statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of SBC would have been had the ATTC acquisition occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position.

The Unaudited Pro Forma Condensed Combined Financial Statements do not include the realization of cost savings from operating efficiencies, revenue synergies or other restructuring costs expected to result from the ATTC acquisition.

The Unaudited Pro Forma Condensed Combined Financial Statements should be read in conjunction with the separate historical consolidated financial statements and accompanying notes of SBC and ATTC.

AT&T INC.
Unaudited Pro Forma Condensed Combined Financial Statements — Continued
Dollars in millions except per share amounts

AT&T INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2004

	Historical					Pro Forma
	SBC		ATTC			Adjustments					Combined
Total Operating Revenues	$	40,787	$	30,537		$	(1,957	)	(c	)	$	69,367
Operating Expenses
Cost of sales (exclusive of depreciation and amortization shown separately below)		17,515		17,237			(1,957	)	(c	)		32,763
							(32	)	(d	)
Selling, general and administrative		9,807		6,849			(55	)	(d	)		16,601
Depreciation and amortization		7,564		3,768			990		(b8	)		10,699
							(428	)	(f	)
							(115	)	(g	)
							(1,080	)	(h	)
Asset impairment and net restructuring and other charges		—		12,772			—		(h	)		12,772
Total Operating Expenses		34,886		40,626			(2,677	)				72,835
Operating Income		5,901		(10,089	)		720					(3,468	)
Interest expense		1,023		802			(100	)	(e	)		1,725
Other income (expense) — net		2,287		(135	)		—					2,152
Income (Loss) Before Income Taxes		7,165		(11,026	)		820					(3,041	)
Provision (benefit) for income taxes		2,186		(4,557	)		312		(j	)		(2,059	)
Income (Loss) From Continuing Operations	$	4,979	$	(6,469	)	$	508				$	(982	)
Basic Earnings Per Share:
Income (Loss) From Continuing Operations	$	1.50	$	(8.14	)						$	(0.25	)	(i	)
Weighted Average Common Shares Outstanding (000,000)		3,310		795								3,942
Diluted Earnings Per Share:
Income (Loss) From Continuing Operations	$	1.50	$	(8.14	)						$	(0.25	)	(i	)
Weighted Average Common Shares Outstanding with Dilution (000,000)		3,322		795								3,942

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Statements.

AT&T INC.
Unaudited Pro Forma Condensed Combined Financial Statements — Continued
Dollars in millions except per share amounts

AT&T INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

	Historical					Pro Forma
	SBC		ATTC			Adjustments					Combined
Total Operating Revenues	$	30,896	$	20,395		$	(1,443	)	(c	)	$	49,848
Operating Expenses
Cost of sales (exclusive of depreciation and amortization shown separately below)		13,176		11,260			(1,392	)	(c	)		23,023
							(21	)	(d	)
Selling, general and administrative		7,247		4,407			(39	)	(d	)		11,615
Depreciation and amortization		5,437		1,889			515		(b8	)		7,440
							(321	)	(f	)
							(80	)	(g	)
Total Operating Expenses		25,860		17,556			(1,338	)				42,078
Operating Income		5,036		2,839			(105	)				7,770
Interest expense		1,051		533			(72	)	(e	)		1,512
Other income (expense) — net		644		(99	)		—					545
Income Before Income Taxes		4,629		2,207			(33	)				6,803
Provision for income taxes		1,498		851			(13	)	(j	)		2,336
Net Income	$	3,131	$	1,356		$	(20	)			$	4,467
Basic Earnings Per Share:
Net Income	$	0.95	$	1.69							$	1.14	(i	)
Weighted Average Common Shares Outstanding (000,000)		3,300		801								3,932
Diluted Earnings Per Share:
Net Income	$	0.95	$	1.68							$	1.13	(i	)
Weighted Average Common Shares Outstanding with Dilution (000,000)		3,311		809								3,949

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Statements.

AT&T INC.
Unaudited Pro Forma Condensed Combined Financial Statements — Continued
Dollars in millions except per share amounts

AT&T INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2005

	Historical						Pro Forma
	SBC			ATTC			Adjustments					Combined
Assets
Current Assets
Cash and cash equivalents	$	433		$	2,837		$	(1,054	)	(a	)	$	2,216
Accounts receivable — net		6,379			2,994			21		(b7	)		9,394
Other current assets		2,440			1,562			75		(b9	)		4,077
Total current assets		9,252			7,393			(958	)				15,687
Property, Plant and Equipment — Net		48,440			10,845			(610	)	(b6	)		58,675
Goodwill and Other Intangibles — Net		2,172			5,043			12,647		(b5	)		22,996
								(5,043	)	(b5	)
								8,177		(b8	)
Investments in Equity Affiliates		1,828			—			—					1,828
Investments in and Advances to Cingular Wireless		31,117			—			—					31,117
Other Assets		12,445			6,427			(887	)	(b2	)		17,585
								44		(b6	)
								(55	)	(b7	)
								(389	)	(b9	)
Total Assets	$	105,254		$	29,708		$	12,926				$	147,888
Liabilities and Stockholders’ Equity
Current Liabilities
Debt maturing within one year	$	5,386		$	522		$	—				$	5,908
Other current liabilities		14,060			6,501			538		(b2	)		20,926
								(101	)	(b7	)
								(72	)	(b9	)
Total current liabilities		19,446			7,023			365					26,834
Long-Term Debt		17,822			7,160			907		(b3	)		25,889
Other Noncurrent liabilities		27,807			7,650			5,880		(b2	)		39,469
								(113	)	(b7	)
								(1,755	)	(b9	)
Total Noncurrent liabilities		45,629			14,810			4,919					65,358
Stockholders’ Equity
Common shares issued		3,433			803			(803	)	(b4	)		4,065
								632		(b1	)
Capital in excess of par value		13,001			26,787			(25,733	)	(b4	)		27,886
								(1,054	)	(a	)
								14,885		(b1	)
Retained earnings (deficit)		28,742			(19,824	)		19,824		(b4	)		28,742
Treasury shares (at cost)		(4,418	)		—			—					(4,418	)
Accumulated other comprehensive income		(579	)		109			(109	)	(b4	)		(579	)
Total stockholders’ equity		40,179			7,875			7,642					55,696
Total Liabilities and Stockholders’ Equity	$	105,254		$	29,708		$	12,926				$	147,888

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Statements.

AT&T INC.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Dollars in millions except per share amounts

Note 1. Basis of Presentation

The accompanying Unaudited Pro Forma Condensed Combined Financial Statements present the pro forma consolidated financial position and results of operations of the combined company based upon the historical financial statements of SBC and ATTC, after giving effect to the merger and adjustments described in these footnotes, and are intended to reflect the impact of the ATTC acquisition on SBC. On January 31, 2005, SBC and ATTC jointly announced the execution of the merger agreement, pursuant to which SBC would acquire ATTC in a transaction in which each share of ATTC common stock, par value of $1.00, would be converted into and exchanged for 0.77942 of a share of SBC common stock (equivalent to approximately 632 million shares, or 19% of the shares of SBC common stock that were outstanding at the merger date of November 18, 2005). Based on the average closing price of SBC common stock for the two days prior to, including, and two days subsequent to the public announcement of the merger (January 31, 2005) of $23.87, and transaction costs and other items the purchase price was approximately $15,517. ATTC is a wholly-owned subsidiary of SBC.

The accompanying Unaudited Pro Forma Condensed Combined Financial Statements are presented for illustrative purposes only and do not give effect to any cost savings, revenue synergies or restructuring costs which may result from the integration of SBC’s and ATTC’s operations.

For more information on estimated cost savings, and revenue synergies, see “The Merger — SBC’s Reasons for the Merger” and “The Merger — AT&T’s Reasons for the Merger” included in the SBC Form S-4 filed with the SEC on March 11, 2005 (File No. 333-123283) including all amendments and supplements to it. The Unaudited Pro Forma Condensed Balance Sheet reflects the merger as if it had been effective on September 30, 2005 and has been restated to present trade receivables in the SBC directory business on a gross basis, a reclassification which increased “Accounts receivable — net” and “Other current liabilities” $1,150. The Unaudited Pro Forma Combined Condensed Statement of Income reflects the merger as if it had been in effect on January 1, 2004 and reclassifies certain ATTC expenses to conform to SBC presentation.

Note 2. Pro Forma Adjustments

(a) The Pro Forma Condensed Combined Balance Sheet has been adjusted to record the special dividend of $1.30 per share paid by ATTC to ATTC shareholders prior to the closing of the merger. For purposes of the Unaudited Pro Forma Condensed Combined Balance Sheet, the dividend is calculated based on 811 million ATTC shares outstanding at the merger date of November 18, 2005.

AT&T INC.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — Continued
Dollars in millions except per share amounts

(b) This entry reflects the preliminary allocation of the purchase price to identifiable net assets acquired and the excess purchase price to Goodwill as follows:

	Common		Additional
	Stock		Capital		Total
Total consideration: Issuance of SBC common stock to ATTC shareholders	$	632	$	14,885	$	15,517		(b1	)
Preliminary estimate of fair value of identifiable net assets acquired:
ATTC’s equity					$	7,875
Special dividend to ATTC shareholders						(1,054	)	(a	)
ATTC’s adjusted Equity					$	6,821		(b4	)
Elimination of ATTC goodwill and intangibles						(5,043	)	(b5	)
Preliminary estimate of fair value adjustment of ATTC long-term debt						(907	)	(b3	)
Preliminary estimate of fair value adjustment of ATTC pension, postretirement and other benefit plans						(7,305	)	(b2	)
Preliminary estimate of fair value adjustment of ATTC plant, property and equipment and internal use software						(566	)	(b6	)
Preliminary estimate of fair value adjustments to ATTC other assets and liabilities						180		(b7	)
Preliminary estimate of fair value of ATTC identifiable intangible assets						8,177		(b8	)
Preliminary estimate of tax adjustment on revaluation						1,513		(b9	)
Preliminary estimate of fair value of ATTC identifiable net assets (liabilities) acquired					$	2,870
Goodwill					$	12,647		(b5	)

(b1) The purchase price allocation included within these Unaudited Pro Forma Condensed Combined Financial Statements is based upon a purchase price of $15,517 calculated as follows:

ATTC shares outstanding at November 18, 2005		811,106,429
Exchange ratio		0.77942
SBC shares issued 1		632,192,573
Price per share 2	$	23.87
Aggregate value of SBC shares issued	$	15,090
Transaction costs and other items		427
Aggregate value of SBC consideration	$	15,517
Value attributed to par at $1 par value	$	632
Balance to capital in excess of par value	$	14,885

1	SBC shares issued does not adjust for fractional shares, which were settled in cash.
2	Price per share is based on the average closing price of SBC common stock for the two days prior to, including and two days subsequent to the public announcement of the merger.

AT&T INC.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — Continued
Dollars in millions except per share amounts

(b2)	The Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted $7,305 to reflect ATTC’s pension, postretirement and other benefit plans at fair value. The adjustment includes recognition of unrecognized net losses, unrecognized prior service costs, changes in various actuarial assumptions, as well as severance costs. The adjustments are reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet based on the plan the adjustment relates to and whether such plans were in a net asset or liability position as well as the expected payment period.
(b3)	The Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted to report ATTC’s long-term debt at fair value. Based on the preliminary valuation at the merger date of November 18, 2005, the estimated fair value of ATTC’s long-term debt (including current maturities of long-term debt) was $8,315 at September 30, 2005, calculated using quotes or rates available for debt with similar terms and maturities, based on ATTC’s debt ratings at the merger date. The carrying value of ATTC’s long-term debt (including current maturities of long-term debt) was $7,408 at September 30, 2005, resulting in a total increase to debt of $907. The carrying value of debt with an original maturity of less than one year approximates market value.
(b4)	The Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted to eliminate the historical shareholders’ equity accounts of ATTC.
(b5)	The Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted to reflect the elimination of ATTC’s historical goodwill and other purchased intangibles. The Unaudited Pro Forma Condensed Combined Financial Statements reflect a preliminary allocation of the purchase price to tangible assets and liabilities with many fair values approximating historical book values as of September 30, 2005, as well as identifiable intangible assets. The remaining unallocated purchase price was allocated to Goodwill.
(b6)	The Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted to reflect ATTC’s plant, property and equipment (PP&E) and internal use software at fair value. Based on the preliminary valuation at the merger date of November 18, 2005, the estimated fair values of ATTC’s PP&E and internal use software was $10,235 and $758, respectively at September 30, 2005. At September 30, 2005, the carrying value of ATTC’s PP&E was $10,845, resulting in a total decrease to PP&E of $610 and the carrying value of ATTC’s internal use software was $714, resulting in a total increase to Other Assets of $44.
(b7)	The Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted to reflect ATTC’s other assets and liabilities at fair value.
(b8)	The Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted to reflect the fair value of identifiable intangible assets. The estimated fair value of identifiable intangible assets was $8,177 and consists of customer relationships of approximately $3,000, trade name of $5,000 and patents and licenses of $200. Substantially all of the licenses acquired and the trade name of ATTC have an indefinite life, and accordingly, are not subject to amortization. The customer relationships intangible assets are being amortized over a weighted period of 1.5 to 9 years for business customers and 1.5 to 2.5 years for

AT&T INC.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — Continued
Dollars in millions except per share amounts

	residential customers, using the sum of the month’s digits method of amortization. This method best reflects the estimated pattern in which the economic benefits will be consumed. Patent intangible assets include protective and commercialized patents, which are amortized using the straight-line method over 2 to 18 years.
(b9)	The Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted to reflect adjustments to deferred taxes based on the November 18, 2005 revaluation of ATTC’s assets and liabilities.

(c)	The Unaudited Pro Forma Condensed Combined Statements of Income have been adjusted to eliminate certain intercompany revenues and expenses, consisting primarily of switched access, Unbundled Network Element-Platform (UNE-P) and 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).
(d)	The Unaudited Pro Forma Condensed Combined Statements of Income have been adjusted to reflect lower amortization of prior service cost and unrealized losses due to the adjustment of ATTC’s pension and postretirement plans to fair value and to conform ATTC pension and postretirement benefit assumptions to those used by SBC (see note b2).
(e)	The Unaudited Pro Forma Condensed Combined Statements of Income have been adjusted to reflect lower interest expense due to the adjustment of ATTC’s long-term debt to fair value (see note b3). The difference between the fair value and the face amount of each borrowing is amortized on a straight-line basis as a reduction to interest expense over the remaining term of the borrowing, based on the maturity date.
(f)	The Unaudited Pro Forma Condensed Combined Statements of Income have been adjusted to reflect lower depreciation expense due to the adjustment of ATTC’s PP&E and internal use software to fair value (see note b6).
(g)	The Unaudited Pro Forma Condensed Combined Statements of Income have been adjusted to reflect the elimination of ATTC’s historical intangible asset amortization due to the elimination of ATTC’s historical intangible assets (see note b8).
(h)	Included in the Unaudited Pro Forma Condensed Combined Statement of Income for the year ended December 31, 2004, is an impairment charge on PP&E of approximately $11,400 recorded by ATTC in the third quarter of 2004. Since the triggering event for assessing impairment of long-lived assets occurred in July 2004, the impairment charge is not adjusted in the Unaudited Pro Forma Condensed Combined Statement of Income. However, depreciation expense has been reduced by $1,080 to reflect SBC estimates of PP&E fair value for the purpose of purchase price allocation and are based on PP&E levels after the impairment. Had the value used for depreciation been assigned to PP&E as of the beginning of the year, there would be no impairment.

AT&T INC.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — Continued
Dollars in millions except per share amounts

(i)	Pro forma combined basic earnings per common share are based on the historical SBC weighted average shares outstanding of 3.31 billion for the year ended December 31, 2004 and 3.30 billion for the first nine months of 2005 and adjusted to assume that the 632 million shares issued by SBC (see note b1) were outstanding for the entire period presented, calculated using loss from continuing operations in 2004 and net income for the first nine months of 2005.
	Pro forma combined diluted earnings per common share are based on the historical SBC weighted average shares outstanding of 3.31 billion for the year ended December 31, 2004 calculated using net loss from continuing operations. For the first nine months of 2005, pro forma combined diluted earnings per common share are based on the historical SBC weighted average shares with dilution outstanding of 3.31 billion and adjusted to assume that 638 million shares and equivalents (632 million shares issued by SBC plus 8 million ATTC weighted average common stock equivalents assumed converted at the exchange ratio of 0.77942) were outstanding for all of the first nine months ended September 30, 2005, calculated using net income.
(j)	The Unaudited Pro Forma Condensed Combined Statements of Income have been adjusted to reflect the aggregate pro forma income tax effect of notes (c) through (h) above and the amortization impact of item (b8). The aggregate pre-tax effect of these adjustments was $312 in 2004 and $(13) for the first nine months of 2005, reflected as “Income Before Income Taxes” on the Unaudited Pro Forma Condensed Combined Statement of Income, which was taxed at the SBC marginal tax rate of 38.05%.

Note 3. Federal Income Tax Consequences of the Merger

The Unaudited Pro Forma Condensed Combined Financial Statements assume that the merger qualifies as a tax-free reorganization for federal income tax purposes.