Tax Basis Worksheet

Please be aware that the information contained herein is general in nature and should not be construed to be legal, business, or tax advice.  You should consult your personal tax advisor as to the particular tax consequences of each transaction highlighted here, including the applicability and effect of any state, local, and foreign tax laws.

AT & T Spin-off of NCR Corporation

On January 1, 1997, AT & T completed the distribution of the common stock of NCR Corporation it owned to its shareholders of record on December 13, 1996.  Shareholders of AT & T received 6 shares of NCR common stock for every 100 shares of AT & T owned.  Since this special distribution (of NCR stock) was a tax-free distribution, the tax basis allocation of the spin-off should be:

                        AT & T Corp                                     95.23%

                        NCR Corporation                                4.77%

 (Based upon the cost basis of AT & T stock purchased or owned prior to 12/13/1996)

For detailed information please go to Investor Relations on the AT&T website www.att.com