AT&T Announces Third-Quarter 2005 Earnings

AT&T today reported net income of $520 million, or earnings per diluted share of $0.64,
for the third quarter of 2005. This result includes a previously announced pretax charge of $92 million, or $0.06 per diluted share, related to the company's aircraft lease investments. AT&T's current-quarter net income compares to a net loss of $7.1 billion, or a loss per share of $8.99, in the third quarter of 2004, which included a pretax asset impairment charge of $11.4 billion, or $8.86 per share, and pretax restructuring and other charges of $1.1 billion, or $0.84 per share. Third quarter of 2004 also included a pretax charge of $46 million, or $0.04 per share, related to the company's aircraft lease investments.
"AT&T's solid third quarter results demonstrate the successful execution of our strategies across both our consumer and business portfolios," said AT&T Chairman and Chief Executive Officer David W. Dorman. "We've expanded our margins in the consumer and small business markets as we wind down these businesses, and our enterprise portfolio has benefited from significant cost structure improvement, revenue and volume growth in IP and enhanced services and share expansion in other product lines."
AT&T reported third-quarter 2005 consolidated revenue of $6.6 billion, which includes $5.1 billion from AT&T Business and $1.5 billion from AT&T Consumer. Consolidated revenue declined 13.3 percent versus th third quarter of 2004, primarily due to continued declines in long distance (LD) voice and data revenue.
The company reported consolidated operating income of $1.0 billion in the third quarter of 2005, for a margin of 14.4 percent. This compares to a consolidated operating loss of $11.3 billion in the prior-year third quarter. Excluding asset impairment and net restructuring and other charges of $12.5 billion, operating income in the third quarter of 2004 was $1.1 billion, for an operating margin of 15.0 percent. The company noted that ongoing efforts to reduce costs and improve productivity have helped reduce the rate of operating income decline, notwithstanding the ongoing revenue declines.

AT&T UNIT HIGHLIGHTS

AT&T Business

* Revenue was $5.1 billion, a decline of 9.5 percent from the prior-year
third quarter, primarily driven by ongoing pricing pressure in
traditional voice and data services and volume weakness in data
services. Continued year-over-year growth in IP&E services favorably
impacted revenue.
* Long distance voice revenue decreased 12.7 percent from the prior-year
third quarter. Ongoing pricing pressure led to revenue declines,
despite an approximate 10 percent increase in volumes, as growth in
wholesale more than offset the decline in retail volumes.

* Data revenue declined 11.1 percent from the prior-year third quarter as
a result of continued pricing pressure and lower volumes, including the
impact of technology migration. Data revenue was also negatively
impacted by approximately 1.5 percentage points due to higher customer
disconnects of prepaid network capacity in the prior-year third quarter.

* Local voice revenue declined 19.7 percent from the prior-year third
quarter, reflecting lower payphone-related revenue as a result of the
sale of the company's National Public Markets business. The decline
also reflects the company's ongoing strategy of selectively approaching
the small business market, placing a greater focus on profitability than
overall market share.

* IP&E-services revenue increased 7.3 percent over the prior-year third
quarter, led by growth in next-generation networking services such as
Enhanced Virtual Private Network (E-VPN) and IP-enabled frame relay
services, partially offset by declines in mature products such as
Managed Internet Access and Virtual Private Networks.

* Operating income totaled $513 million for the third quarter of 2005,
yielding an operating margin of 10.0 percent. This compares to an
operating loss of $11.1 billion in the prior-year third quarter.
Excluding asset impairment and net restructuring and other charges of
$11.9 billion, operating income in the third quarter of 2004 was $764
million, for an operating margin of 13.5 percent. The decline in
operating income in the third quarter of 2005 reflects decreased long
distance voice and data services revenue, partially offset by a
reduction in operating expenses due to cost controls.

* Capital expenditures were $344 million as AT&T Business continues to
upgrade its network and integrate its systems to further rationalize the
company's cost structure, improve the customer experience and support
growth in next-generation products and services.

* During the quarter, a number of sizable customer wins and contract
extensions were signed with such leading companies as Wal-Mart, Northrop
Grumman Corporation, Sony Electronics, Enterprise Rent-A-Car and
Panasonic, among many others.

* In addition to numerous other industry accolades received during the
quarter, AT&T received the Frost & Sullivan Award for "Product Line
Strategy" in managed telecom services, recognizing the company's
comprehensive suite of managed services for enterprise customers.
Additionally, AT&T received the Frost & Sullivan Award for "Ethernet
Market Leadership."

AT&T Consumer

* Revenue was $1.5 billion, a decline of 24.3 percent versus the prior-
year third quarter, largely driven by a decline in standalone long
distance revenue due to volume declines associated with competitive
customer losses and the continued impact of wireless and Internet
substitution, partially offset by targeted price increases. In addition,
the revenue decline was impacted by decreased bundled revenue.

* Operating income totaled $541 million, yielding an operating margin of
36.1 percent. This compares to operating income of $281 million in the
prior-year third quarter. Excluding asset impairment and net
restructuring and other charges of $188 million, operating income in the
third quarter of 2004 was $469 million, for an operating margin of 23.7
percent.

* The year-over-year increase in operating income and margin reflects a
substantial decrease in operating expenses, primarily attributable to
the strategic decision to discontinue marketing to residential local and
standalone long distance customers.

OTHER CONSOLIDATED FINANCIAL HIGHLIGHTS

* Given the trends experienced throughout the first three quarters of
2005, AT&T now expects consolidated revenue for the full year to be at
or above $26.5 billion, approximately $500 million above the high-end of
the revenue guidance range set at the beginning of the year. The company
also expects its consolidated operating margin percentage for 2005,
excluding restructuring and merger-related transaction costs, to be in
the low teens, outpacing prior expectations.

* The following items were included in the third quarter results:

-- a previously mentioned pretax charge of $92 million, or $0.06 per
diluted share, in the third quarter of 2005 and a pretax charge of
$46 million, of $0.04 per diluted share, in the third quarter of
2004, related to the company's investment in aircraft leveraged
leases;

-- transaction costs of $20 million, or $0.02 per diluted share, in
the third quarter of 2005, related to AT&T's pending merger with
SBC Communications, which we expect to close by the end of 2005;
and

-- a $41 million pretax benefit, or $0.03 per diluted share, in the
third quarter of 2005, from insurance proceeds related to business
losses sustained during 2001.

* Free cash flow was $1.0 billion for the quarter. Free cash flow is
defined as cash flows provided by operating activities of $1.4 billion
less cash used for capital expenditures and other additions of $0.4
billion.

* AT&T ended the quarter with net debt of $4.7 billion. Net debt is
defined as total debt of $7.7 billion less cash of $2.8 billion and net
foreign debt fluctuations of $0.1 billion.

* Consolidated capital expenditures for the quarter were $349 million.

DEFINITIONS and NOTES

AT&T Business
LD Voice -- includes all of AT&T's domestic and international LD revenue,
including Intralata toll when purchased as part of an LD calling plan.

Local Voice -- includes all local calling and feature revenue, Intralata
toll when purchased as part of a local calling plan, as well as Inter-carrier
local revenue.

Data Services -- includes bandwidth services (dedicated private line
services through high-capacity optical transport), frame relay and
asynchronous transfer mode (ATM) revenue for LD and local, as well as revenue
for managed data services.

Internet Protocol & Enhanced Services (IP&E-services) -- includes all
services that ride on the IP common backbone or that use IP technology,
including managed IP services, as well as application services (e.g., hosting,
security).

Outsourcing, Professional Services & Other -- includes complex bundled
solutions primarily in the wide area/local area network space, AT&T's
professional services revenue associated with the company's federal government
customers, as well as all other Business Services revenue (and eliminations)
not previously defined.

Data, IP&E-Services -- Percent Managed -- managed services refers to
AT&T's management of a client's network or network and applications including
applications that extend to the customer premise equipment.

Data, IP&E-Services -- Percent International -- a data service that either
originates or terminates outside of the United States, or an IP&E-service
installed or wholly delivered outside the United States.

AT&T Consumer
Bundled Services -- includes any customer with a local relationship as a
starting point, and all other AT&T subscription-based voice products provided
to that customer.

Standalone LD, Transactional & Other Services -- includes any customer
with solely a long distance relationship, non-voice products, or a non
subscription-based relationship.

Local Customers -- residential customers who subscribe to AT&T local
service.

Other Definitions and Notes
Foreign currency fluctuations -- represents mark-to-market adjustments,
net of cash collateral collected, that increased the debt balance by
approximately $0.1 billion at September 30, 2005, from December 31, 2004, on
non-U.S. denominated debt of approximately $0.6 billion. AT&T has entered
into foreign exchange hedges that substantially offset the fluctuations in the
debt balance. The offsetting mark-to-market adjustments of the hedges are
included in "other current assets" and "other assets" on the balance sheet.


AT&T Corp. Consolidated Statements of Operations (Unaudited)
Dollars in millions (except per share amounts)

For the Three For the Nine
Months Ended Months Ended
September 30, September 30,

2005 2004 2005 2004
REVENUE
AT&T Business $5,109 $5,645 $15,583 $17,128
AT&T Consumer 1,499 1,980 4,777 6,098
Corporate and Other 12 13 35 38
Total Revenue 6,620 7,638 20,395 23,264

OPERATING EXPENSES
Access and other connection 2,317 2,411 7,111 7,530
Costs of services and products 1,498 1,783 4,686 5,406
Selling, general and
administrative 1,228 1,653 3,830 5,160
Depreciation and amortization 623 647 1,889 3,128
Asset impairment and net
restructuring and other charges (1) 12,469 35 12,736
Total operating expenses 5,665 18,963 17,551 33,960

Operating income (loss) 955 (11,325) 2,844 (10,696)
Other income (expense), net 10 (34) (113) (172)
Interest (expense) (166) (192) (538) (611)
Income (loss) before income
taxes, minority interest (loss)
income and net earnings related
to equity investments 799 (11,551) 2,193 (11,479)

(Provision) benefit for income
taxes (279) 4,402 (845) 4,741
Minority interest (loss) income (1) - (1) 1
Net earnings related to equity
investments 1 2 9 2
Net income (loss) $520 $(7,147) $1,356 $(6,735)

Weighted-average common shares
(millions) 803 795 801 794

Weighted-average common and
potential common shares
(millions) 812 795 809 794

Earnings (loss) per basic share $0.65 $(8.99) $1.69 $(8.48)

Earnings (loss) per diluted
share $0.64 $(8.99) $1.68 $(8.48)

Dividends declared per share $0.2375 $0.2375 $0.7125 $0.7125


AT&T Corp. Consolidated Statements of Operations (Unaudited)

Dollars in millions (except per share amounts)

3Q05 2Q05 1Q05 4Q04 3Q04 2Q04 1Q04 2004
REVENUE
AT&T
Business $5,109 $5,155 $5,319 $5,454 $5,645 $5,611 $5,872 $22,582
AT&T
Consumer 1,499 1,593 1,685 1,806 1,980 2,011 2,107 7,904
Corporate
and Other 12 12 11 13 13 14 11 51
Total
revenue 6,620 6,760 7,015 7,273 7,638 7,636 7,990 30,537

OPERATING
EXPENSES
Access and
other
connection 2,317 2,390 2,404 2,924 2,411 2,481 2,638 10,454
Costs of
services
and
products 1,498 1,560 1,628 1,668 1,783 1,759 1,864 7,074
Selling,
general and
admini-
strative 1,228 1,325 1,277 1,397 1,653 1,763 1,744 6,557
Depreciation
and
amortization 623 630 636 640 647 1,231 1,250 3,768
Asset
impairment
and net
restructuring
and other
charges (1) 36 - 36 12,469 54 213 12,772
Total
operating
expenses 5,665 5,941 5,945 6,665 18,963 7,288 7,709 40,625

Operating
income
(loss) 955 819 1,070 608 (11,325) 348 281 (10,088)

Other
income
(expense),
net 10 (153) 30 28 (34) 36 (174) (144)
Interest
(expense) (166) (169) (203) (192) (192) (191) (228) (803)
Income
(loss) before
income taxes,
minority
interest
(loss)
income
and net
earnings
(losses)
related to
equity
investments 799 497 897 444 (11,551) 193 (121) (11,035)

(Provision)
benefit for
income
taxes (279) (198) (368) (181) 4,402 (87) 426 4,560
Minority
interest
(loss)
income (1) - - - - 1 - 1
Net
earnings
(losses)
related to
equity
investments 1 8 - 3 2 1 (1) 5
Net income
(loss) $520 $307 $529 $266 $(7,147) $108 $304 $(6,469)

Weighted
-average
common
shares
(millions) 803 801 800 797 795 794 793 795
Weighted
-average
common
shares and
potential
common
shares
(millions) 812 809 806 803 795 797 796 795

Earnings
(loss) per
basic share $0.65 $0.38 $0.66 $0.33 $(8.99) $0.14 $0.38 $(8.14)

Earnings
(loss)
per diluted
share $0.64 $0.38 $0.66 $0.33 $(8.99) $0.14 $0.38 $(8.14)



AT&T Corp. Historical Segment Data (Unaudited) Dollars in millions

3Q05 2Q05 1Q05 4Q04 3Q04 2Q04 1Q04 2004
AT&T Business

LD Voice $2,063 $2,080 $2,168 $2,163 $2,364 $2,386 $2,613 $9,526
Local
Voice 313 364 371 490 390 404 389 1,673
Total
Voice 2,376 2,444 2,539 2,653 2,754 2,790 3,002 11,199

Data
Services 1,505 1,518 1,585 1,595 1,693 1,690 1,715 6,693
IP&E-
Services 630 619 589 625 587 565 553 2,330
Total Data
and IP&E-
Services 2,135 2,137 2,174 2,220 2,280 2,255 2,268 9,023

Outsourcing,
Professional
Services
& Other 598 574 606 581 611 566 602 2,360

Total
revenue 5,109 5,155 5,319 5,454 5,645 5,611 5,872 22,582
Operating
income
(loss)(1)(5) 513 528 588 781 (11,095) 152 83 (10,079)
Operating
margin 10.0% 10.2% 11.0% 14.3% (196.5%) 2.7% 1.4% (44.6%)
Capital
expenditures 344 387 332 377 391 463 470 1,701
Depreciation &
amortiza-
tion(5) 596 596 601 607 610 1,176 1,192 3,585

Total Data
and IP&E-
Services -
% managed 32% 32% 32% 33% 32% 32% 32% 32%
Total Data
and IP&E-
Services - %
international 15% 16% 16% 16% 15% 15% 15% 15%
LD volume
growth -
yr/yr 10% 1% (3%) (2%) (2%) 0% 2% 0%
LD volume
% wholesale 63% 59% 57% 57% 56% 54% 54% 55%

AT&T Consumer
Standalone LD,
Transactional
and Other
Services $924 $974 $1,025 $1,116 $1,256 $1,327 $1,462 5,161
Bundled
Services 575 619 660 690 724 684 645 2,743

Total
revenue 1,499 1,593 1,685 1,806 1,980 2,011 2,107 7,904
Operating
income
(loss)
(2)(5)(6) 541 489 575 (60) 281 240 371 832
Operating
margin 36.1% 30.7% 34.1% (3.3%) 14.2% 11.9% 17.6% 10.5%
Capital
expenditures 0 0 0 5 9 15 13 42

Depreciation &
amortiza-
tion(5) 9 14 12 13 15 33 32 93

Local
customers
(in
thousands) 3,301 3,565 3,859 4,156 4,477 4,677 4,364 4,156

Corporate
and Other
Revenue $ 12 $ 12 $ 11 $ 13 $ 13 $ 14 $ 11 $ 51
Operating
(loss)(3) (99) (198) (93) (113) (511) (44) (173) (841)
Capital
expenditures 5 6 3 14 6 2 2 24
Depreciation &
amortization 18 20 23 20 22 22 26 90

Total AT&T
Revenue $6,620 $6,760 $7,015 $7,273 $7,638 $7,636 $7,990 30,537
Operating
income
(loss)
(4)(6) 955 819 1,070 608 (11,325) 348 281 (10,088)
Operating
margin 14.4% 12.1% 15.3% 8.4% (148.3%) 4.6% 3.5% (33.0%)
Capital
expenditures 349 393 335 396 406 480 485 1,767
Depreciation &
amortiza-
tion(5) 623 630 636 640 647 1,231 1,250 3,768


(1) Includes asset impairment and net restructuring and other charges of
$(18M) in 2Q05, $9M in 4Q04, $11,859M in 3Q04, $52M in 2Q04 and $91M
in 1Q04, totaling $12,011M in 2004.

(2) Includes asset impairment and net restructuring and other charges of
$10M in 2Q05, $188M in 3Q04 and $1M in 1Q04, totaling $189M in 2004.

(3) Includes asset impairment and net restructuring and other charges of
$(1M) in 3Q05, $44M in 2Q05, $27M in 4Q04, $422M in 3Q04, $2M in 2Q04
and $121M in 1Q04, totaling $572M in 2004.

(4) Includes asset impairment and net restructuring and other charges of
$(1M) in 3Q05, $36M in 2Q05, $36M in 4Q04, $12,469M in 3Q04, $54M in
2Q04 and $213M in 1Q04, totaling $12,772M in 2004.

(5) As a result of the third-quarter 2004 asset impairment charge,
second-quarter 2005, first-quarter 2005, fourth-quarter 2004 and
third-quarter 2004 depreciation and amortization expense decreased by
$542 million, $533 million, $538 million and $527 million,
respectively, for AT&T Business and $6 million, $7 million, $8 million
and $10 million, respectively, for AT&T Consumer. In addition, as a
result of the transport service arrangement between AT&T Business and
AT&T Consumer, network-related charges from AT&T Business (recorded as
contra-expense) to AT&T Consumer were reduced by $29 million, $24
million, $30 million and $28 million in the second-quarter 2005,
first-quarter 2005, fourth-quarter 2004 and third-quarter 2004,
respectively, as a result of the lower depreciation and amortization
expense recorded by AT&T Business. This resulted in a reduction in
AT&T Business' operating income and an increase in AT&T Consumer's
operating income.

(6) Includes $553M prepaid card accrual in 4Q04.


AT&T Corp. Consolidated Balance Sheets (Unaudited)
Dollars in millions

September 30, December 31,
2005 2004
ASSETS
Cash and cash equivalents $2,837 $3,698
Accounts receivable, less
allowances of $401 and $523 2,994 3,195
Deferred income taxes 1,016 1,111
Other current assets 546 1,383
Total Current Assets 7,393 9,387

Property, plant and equipment, net of
accumulated depreciation of $2,791
and $1,588 10,845 11,509
Goodwill 4,753 4,888
Other purchased intangible assets,
net of accumulated amortization of
$438 and $428 290 375
Prepaid pension costs 4,149 3,991
Other assets 2,278 2,654
TOTAL ASSETS $29,708 $32,804

LIABILITIES
Accounts payable and accrued
expenses $2,361 $2,716
Compensation and benefit-
related liabilities 1,684 2,193
Debt maturing within one
year 522 1,886
Other current liabilities 2,456 2,293
Total Current Liabilities 7,023 9,088

Long-term debt 7,160 8,779
Long-term compensation and
benefit-related liabilities 3,240 3,322
Deferred income taxes 1,667 1,356
Other long-term liabilities
and deferred credits 2,743 3,240
Total Liabilities 21,833 25,785

SHAREOWNERS' EQUITY
Common Stock, $1 par value, authorized
2,500,000,000 shares; issued and
outstanding 803,013,312 shares (net of
171,983,367 treasury shares) at
September 30, 2005 and
798,570,623 shares (net of
171,983,367 treasury shares)
at December 31, 2004 803 799
Additional paid-in capital 26,787 27,170
Accumulated deficit (19,824) (21,180)
Accumulated other
comprehensive income 109 230
Total Shareowners' Equity 7,875 7,019

TOTAL LIABILITIES & SHAREOWNERS'
EQUITY $29,708 $32,804


AT&T Corp. Consolidated Statements of Cash Flows (Unaudited)
Dollars in millions

For the Nine Months Ended
September 30,
2005 2004
Operating Activities
Net income $1,356 $(6,735)
Adjustments to reconcile net
income to net cash provided by operating
activities:
Asset impairment and net restructuring
and other charges 21 12,662
Net (gains) on sales of assets (6) (16)
Loss on early extinguishment of debt 206 301
Depreciation and amortization 1,889 3,128
Provision for uncollectible receivables 122 371
Deferred income taxes 478 (4,469)
Decrease in receivables 90 178
Decrease in accounts payable and accrued
expenses (387) (488)
Net change in other operating assets
and liabilities (1,012) (839)
Other adjustments, net (29) (82)
Net Cash Provided by
Operating Activities 2,728 4,011

Investing Activities
Capital expenditures and other additions (1,072) (1,459)
Proceeds from sale or disposal of
property, plant and equipment 150 58
Investment distributions and sales 14 37
Net dispositions of businesses 82 8
Decrease in restricted cash 546 7
Other investing activities, net 27 9
Net Cash Used in Investing Activities (253) (1,340)

Financing Activities
Retirement of long-term debt,
including redemption premiums (2,723) (3,711)
Decrease in short-term borrowings, net (316) (511)
Issuance of AT&T common shares 68 45
Dividends paid on common stock (570) (565)
Other financing activities, net 205 345
Net Cash Used in Financing
Activities (3,336) (4,397)

Net decrease in cash and cash equivalents (861) (1,726)
Cash and cash equivalents at beginning
of year 3,698 4,353
Cash and Cash Equivalents at End of Period $2,837 $2,627


Reconciliation of Non-GAAP Measures
AT&T is providing information on net debt and adjusted operating income
and related margins because these measures are commonly used by the investment
community for evaluation purposes. They should be considered in addition to,
but not in lieu of, other measures of liquidity, profitability and cash flows
reported in accordance with generally accepted accounting principles.
Additionally, they may not be comparable to similarly captioned measures
reported by other companies.

Net Debt

Net debt is defined as total debt, less cash and net foreign debt
fluctuations:

(dollars in billions) September 30, 2005*

Total debt $7.7
Less: Cash 2.8
Foreign debt fluctuations 0.1
Net debt $4.7

* Numbers may not add due to rounding


Operating Income

(dollars in millions) For the three months ended September 30, 2004

AT&T AT&T Corp.
Business Consumer and Other Consolidated

Reported
operating
(loss)
income
and
margin $(11,095) (196.5)% $281 14.2% $(511) NMF $(11,325) (148.3)%
Add:
Asset
impairment
and
net
restructuring
and other
charges 11,859 188 422 12,469

Adjusted
operating
income
(loss) $764 13.5% $469 23.7% $(89) NMF $1,144 15.0%



Note to Financial Media: AT&T executives will discuss the company's
performance in a two-way conference call for financial analysts at 8:15 a.m.
ET today. Reporters are invited to listen to the call. U.S. callers should
dial 888-428-4479 to access the call. Callers outside the U.S. should dial
+1-612-332-0630.

In addition, Internet rebroadcasts of the call will be available on the
AT&T Web site beginning later today. The Web site address is
http://www.att.com/ir. An audio rebroadcast of the conference call will also
be available beginning at 12:30 PM on Friday, October 21 through 12:00 AM on
Friday, October 28. To access the audio rebroadcast, U.S. callers can dial
800-475-6701, access code 763294. Callers outside the U.S. should dial
+1-320-365-3844, access code 763294.

The foregoing contains "forward-looking statements" which are based on
management's beliefs as well as on a number of assumptions concerning future
events made by and information currently available to management. Readers are
cautioned not to put undue reliance on such forward-looking statements, which
are not a guarantee of performance and are subject to a number of
uncertainties and other factors, many of which are outside AT&T's control,
that could cause actual results to differ materially from such statements.
These risk factors include the impact of increasing competition, continued
capacity oversupply, regulatory uncertainty and the effects of technological
substitution, among other risks. For a more detailed description of the
factors that could cause such a difference, please see AT&T's 10-K, 10-Q, 8-K
and other filings with the Securities and Exchange Commission. AT&T disclaims
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. This information is presented solely to provide additional
information to further understand the results of AT&T.

(Logo: http://www.newscom.com/cgi-bin/prnh/19991018/ATT )

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