AT&T (T) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

Unaudited Quarterly Pro Forma Condensed Combined Financial Statements for 2006

As a convenience to the reader, we are providing the following Unaudited Pro Forma Condensed Combined Consolidated Statements of Income for each quarter of 2006, adjusted to give effect to AT&T Inc.’s (AT&T) acquisition of BellSouth Corporation (BellSouth) as if it had occurred on January 1, 2005. The Unaudited Pro Forma Condensed Combined Statements of Income do not give effect to the consolidation of YellowPages.com. The pro forma amounts have been developed from (a) the unaudited condensed consolidated financial statements of AT&T contained in its Quarterly Reports on Form 10-Q filed in 2006, (b) the unaudited condensed consolidated financial statements of BellSouth contained in its Quarterly Reports on Form 10-Q filed in 2006, (c) the unaudited condensed consolidated financial statements of AT&T Mobility (formerly Cingular Wireless) contained in its Quarterly Reports on Form 10-Q filed in 2006, and (d) the unaudited books and records of BellSouth and AT&T Mobility for the quarter ended December 31, 2005, but only through the acquisition date of December 29, 2006.

The table below provides summarized quarterly information and includes reclassifications to conform presentation BellSouth and AT&T Mobility expense items. Additional information, including a description of adjustments made and reconciliations from historical AT&T, BellSouth and AT&T Mobility results follows.

AT&T INC.

Unaudited Pro Forma Condensed Combined Statements of Income

Dollars in millions

	For the Three Months Ended
	12/31/06		9/30/06		6/30/06		3/31/06
Total Operating Revenues	$	29,604	$	29,444	$	29,256	$	28,955
Operating Expenses
Cost of sales, selling, general and administrative		19,294		18,671		19,276		19,569
Depreciation and amortization		5,284		5,307		5,405		5,517
Total Operating Expenses		24,578		23,978		24,681		25,086
Operating Income		5,026		5,466		4,575		3,869
Interest expense		884		923		928		932
Other income (expense) - net		140		167		146		125
Income Before Income Taxes		4,282		4,710		3,793		3,062
Provision (benefit) for income taxes		1,443		1,695		1,325		1,078
Net Income	$	2,839	$	3,015	$	2,468	$	1,984

Adjustments

(a) Elimination of intercompany revenues and expenses recorded between AT&T and/or BellSouth and AT&T Mobility

(b) Elimination of intercompany revenue and expenses recorded between AT&T and BellSouth

(c) Elimination of BellSouth deferred revenues and expenses related to deferred activation activities

(d) Elimination of BellSouth’s portion of pension and postretirement expenses recorded by AT&T Mobility

(e) Elimination of BellSouth’s pension and postretirement expenses

(f) Elimination of BellSouth’s historical intangible amortization expenses recorded by AT&T Mobility

(g) Recognition of BellSouth’s portion of amortization of intangible assets identified and recorded by AT&T Mobility

(h) Recognition of BellSouth’s amortization of intangible assets identified

(i) Reduction in BellSouth’s portion of depreciation expenses recorded by AT&T Mobility associated with fair-value adjustments in PP&E

(j) Reduction in BellSouth’s depreciation expenses associated with fair-value adjustments in PP&E

(k) Elimination of intercompany interest income and expense recorded between AT&T and/or BellSouth and AT&T Mobility

(l) Reduction in BellSouth’s portion of interest expenses recorded by AT&T Mobility associated with fair-value adjustments of debt

(m) Reduction in BellSouth’s interest expenses associated with fair-value adjustments of debt

(n) The aggregate pre-tax adjustments to “Income Before Income Taxes” are taxed at the AT&T, BellSouth and AT&T Mobility combined tax rate of 35.4%.

(o) Adjusted to reflect AT&T Mobility as a wholly-owned subsidiary of AT&T rather than as a joint venture

AT&T INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2006

	Historic				Adjustments
	AT&T		BellSouth		Consolidation of AT&T Mobility			Other			Combined
Total Operating Revenues	$	15,756	$	5,171	$	8,980		$	(579	)(a)	$	28,955
									(215	)(b)
									(158	)(c)
Operating Expenses
Cost of sales and selling general and administrative (exclusive of depreciation and amortization shown separately below)		11,073		3,029		6,493			(579	)(a)		19,569
									—	(d)
									(215	)(b)
									(74	)(e)
									(158	)(c)
Depreciation and amortization		2,492		893		1,680			(146	)(f)		5,517
									387	(g)
									530	(h)
									(187	)(i)
									(132	)(j)
Total Operating Expenses		13,565		3,922		8,173			(574	)		25,086
Operating Income		2,191		1,249		807			(378	)		3,869
Interest expense		464		279		297	(o)		(110	)(k)		932
									4	(l)
									(2	)(m)
Other income (expense) – net		430		191		(32	)(o)		(110	)(k)		125
						(354	)(o)
Income Before Income Taxes		2,157		1,161		124			(380	)		3,062
Provision for income taxes		712		377		124	(o)		(135	)(n)		1,078
Net Income	$	1,445	$	784	$	—		$	(245	)	$	1,984

AT&T INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2006

	Historic				Adjustments
	AT&T		BellSouth		Consolidation of AT&T Mobility			Other			Combined
Total Operating Revenues	$	15,770	$	5,206	$	9,218		$	(587	)(a)	$	29,256
									(192	)(b)
									(159	)(c)
Operating Expenses
Cost of sales and selling general and administrative (exclusive of depreciation and amortization shown separately below)		10,680		3,003		6,603			(587	)(a)		19,276
									—	(d)
									(192	)(b)
									(72	)(e)
									(159	)(c)
Depreciation and amortization		2,486		898		1,598			(136	)(f)		5,405
									368	(g)
									507	(h)
									(185	)(i)
									(131	)(j)
Total Operating Expenses		13,166		3,901		8,201			(587	)		24,681
Operating Income		2,604		1,305		1,017			(351	)		4,575
Interest expense		472		279		298	(o)		(122	)(k)		928
									3	(l)
									(2	)(m)
Other income (expense) – net		565		280		(37	)(o)		(122	)(k)		146
						(540	)(o)
Income Before Income Taxes		2,697		1,306		142			(352	)		3,793
Provision for income taxes		889		419		142	(o)		(125	)(n)		1,325
Net Income	$	1,808	$	887	$	—		$	(227	)	$	2,468

AT&T INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2006

	Historic				Adjustments
	AT&T		BellSouth		Consolidation of AT&T Mobility			Other			Combined
Total Operating Revenues	$	15,638	$	5,218	$	9,553		$	(626	)(a)	$	29,444
									(181	)(b)
									(158	)(c)
Operating Expenses
Cost of sales and selling general and administrative (exclusive of depreciation and amortization shown separately below)		10,284		2,867		6,561			(626	)(a)		18,671
									(1	)(d)
									(181	)(b)
									(75	)(e)
									(158	)(c)
Depreciation and amortization		2,437		894		1,576			(126	)(f)		5,307
									355	(g)
									485	(h)
									(183	)(i)
									(131	)(j)
Total Operating Expenses		12,721		3,761		8,137			(641	)		23,978
Operating Income		2,917		1,457		1,416			(324	)		5,466
Interest expense		442		302		306	(o)		(126	)(k)		923
									2	(l)
									(3	)(m)
Other income (expense) – net		758		420		(38	)(o)		(126	)(k)		167
						(847	)(o)
Income Before Income Taxes		3,233		1,575		225			(323	)		4,710
Provision for income taxes		1,068		516		225	(o)		(114	)(n)		1,695
Net Income	$	2,165	$	1,059	$	—		$	(209	)	$	3,015

AT&T INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED DECEMBER 31, 2006

	Historic				Adjustments
	AT&T		BellSouth*		Consolidation of AT&T Mobility*				Other			Combined
Total Operating Revenues	$	15,891	$	5,131	$	9,540			$	(610	)(a)	$	29,604
										(190	)(b)
										(158	)(c)
Operating Expenses
Cost of sales and selling general and administrative (exclusive of depreciation and amortization shown separately below)		10,823		2,818		6,686				(610	)(a)		19,294
										—	(d)
								��		(190	)(b)
										(75	)(e)
										(158	)(c)
Depreciation and amortization		2,492		870		1,547				(118	)(f)		5,284
										341	(g)
										463	(h)
										(180	)(i)
										(131	)(j)
Total Operating Expenses		13,315		3,688		8,233				(658	)		24,578
Operating Income		2,576		1,443		1,307				(300	)		5,026
Interest expense		465		275		278	(o)			(127	)(k)		884
										3	(l)
										(10	)(m)
Other income (expense) – net		683		388		(32	)(o)			(127	)(k)		140
						(772	)(o)
Income Before Income Taxes		2,794		1,556		225				(293	)		4,282
Provision for income taxes		856		466		225	(o)			(104	)(n)		1,443
Net Income	$	1,938	$	1,090	$	—			$	(189	)	$	2,839

* Includes results prior to the December 29, 2006 acquisition date