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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON,
Washington, DC 20549

                                   FORM
Form 10-Q

   [X]     
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

           FOR THE QUARTERLY PERIOD ENDED SEPTEMBER
For the quarterly period ended June 30, 2004

                                  OR


   [ ]     2005
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM           TO
For the transition period from           _to


                         COMMISSION FILE NUMBERCommission file number 1-1105
AT&T CORP.

Corp.
A NEW YORK                                  New York I.R.S. EMPLOYER
                 CORPORATION                                   NO.Employer
Corporation No. 13-4924710


                   ONEOne AT&T WAY, BEDMINSTER, NEW JERSEYWay, Bedminster, New Jersey 07921

                      TELEPHONE -- AREA CODE
Telephone — Area Code 908-221-2000
      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]þ          No [ ]o
      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes [X]þ          No [ ]o
      At OctoberJuly 29, 2004,2005, the following shares of stock were outstanding: AT&T common stock -- 795,868,728.
— 802,018,306.
TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
EX-12: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION
PART I --— FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                          
Item 1. Financial Statements
AT&T CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)


                                                        FOR THE THREE MONTHS     FOR THE NINE MONTHS
                                                        ENDED SEPTEMBER 30,      ENDED SEPTEMBER 30,
                                                       ----------------------   ----------------------
                                                          2004        2003         2004        2003
                                                       ----------   ---------   ----------   ---------
                                                       (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

REVENUE..............................................   $  7,638     $ 8,649     $ 23,264     $26,430
OPERATING EXPENSES
Access and other connection..........................      2,411       2,785        7,530       8,191
Costs of services and products (excludes depreciation
  of $409, $942, $2,280 and $2,848 included below)...      1,783       1,954        5,406       5,923
Selling, general and administrative..................      1,653       1,793        5,160       5,551
Depreciation and amortization........................        647       1,224        3,128       3,607
Asset impairment and net restructuring and other
  charges............................................     12,469          64       12,736         134
                                                        --------     -------     --------     -------
Total operating expenses.............................     18,963       7,820       33,960      23,406
                                                        --------     -------     --------     -------
OPERATING (LOSS) INCOME..............................    (11,325)        829      (10,696)      3,024
Other (expense) income, net..........................        (34)         (7)        (172)         89
Interest (expense)...................................       (192)       (289)        (611)       (917)
                                                        --------     -------     --------     -------
(LOSS) INCOME BEFORE INCOME TAXES, MINORITY INTEREST
  INCOME, NET EARNINGS (LOSSES) RELATED TO EQUITY
  INVESTMENTS AND CUMULATIVE EFFECT OF ACCOUNTING
  CHANGES............................................    (11,551)        533      (11,479)      2,196
Benefit (provision) for income taxes.................      4,402         (72)       4,741        (677)
Minority interest income.............................         --          --            1           1
Net earnings (losses) related to equity
  investments........................................          2          (3)           2           3
                                                        --------     -------     --------     -------
(LOSS) INCOME FROM CONTINUING OPERATIONS.............     (7,147)        458       (6,735)      1,523
Net (loss) from discontinued operations (net of
  income taxes of $0)................................         --         (13)          --         (13)
                                                        --------     -------     --------     -------
(LOSS) INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING
  CHANGES............................................     (7,147)        445       (6,735)      1,510
Cumulative effect of accounting changes (net of
  income taxes of $17 and $(9))......................         --         (27)          --          15
                                                        --------     -------     --------     -------
NET (LOSS) INCOME....................................   $ (7,147)    $   418     $ (6,735)    $ 1,525
                                                        ========     =======     ========     =======
WEIGHTED-AVERAGE SHARES USED TO COMPUTE EARNINGS PER
  SHARE:
Basic................................................        795         789          794         787
Diluted..............................................        795         791          794         788
PER BASIC SHARE:
(Loss) earnings from continuing operations...........   $  (8.99)    $  0.58     $  (8.48)    $  1.94
(Loss) from discontinued operations..................         --       (0.02)          --       (0.02)
Cumulative effect of accounting changes..............         --       (0.03)          --        0.02
                                                        --------     -------     --------     -------
(LOSS) EARNINGS PER BASIC SHARE......................   $  (8.99)    $  0.53     $  (8.48)    $  1.94
                                                        ========     =======     ========     =======
PER DILUTED SHARE:
(Loss) earnings from continuing operations...........   $  (8.99)    $  0.58     $  (8.48)    $  1.93
(Loss) from discontinued operations..................         --       (0.02)          --       (0.01)
Cumulative effect of accounting changes..............         --       (0.03)          --        0.02
                                                        --------     -------     --------     -------
(LOSS) EARNINGS PER DILUTED SHARE....................   $  (8.99)    $  0.53     $  (8.48)    $  1.94
                                                        ========     =======     ========     =======
DIVIDENDS DECLARED PER COMMON SHARE..................   $ 0.2375     $0.2375     $ 0.7125     $0.6125
                                                        ========     =======     ========     =======
INCOME
(Unaudited)
                                 
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions, except per share amounts) 
Revenue   $ 6,760     $ 7,636     $ 13,775     $ 15,626  
Operating Expenses                                
Access and other connection     2,390       2,481       4,794       5,119  
Costs of services and products (excluding depreciation of $419, $935, $823 and $1,871, included below)     1,560       1,759       3,188       3,623  
Selling, general and administrative     1,325       1,763       2,602       3,507  
Depreciation and amortization     630       1,231       1,266       2,481  
Asset impairment and net restructuring and other charges     36       54       36       267  
                         
Total operating expenses     5,941       7,288       11,886       14,997  
                         
Operating Income     819       348       1,889       629  
Other (expense) income, net     (153 )     36       (123 )     (138 )
Interest (expense)     (169 )     (191 )     (372 )     (419 )
                         
Income Before Income Taxes, Minority Interest Income and Net Earnings Related to Equity Investments     497       193       1,394       72  
(Provision) benefit for income taxes     (198 )     (87 )     (566 )     339  
Minority interest income     —       1       —       1  
Net earnings related to equity investments     8       1       8       —  
                         
Net Income   $ 307     $ 108     $ 836     $ 412  
                         
Weighted-Average Shares Used to Compute Earnings Per Share:                                
Basic     801       794       801       794  
Diluted     809       797       807       796  
 
Earnings per Basic and Diluted Share   $ 0.38     $ 0.14     $ 1.04     $ 0.52  
                         
Dividends Declared per Common Share   $ 0.2375     $ 0.2375     $ 0.4750     $ 0.4750  
                         The notes are an integral part of the consolidated financial statements.
1
AT&T CORP. AND SUBSIDIARIES


 ASSETS Cash and cash equivalents................................... Accounts receivable, less allowances of $589 and $579....... Deferred income taxes....................................... Other current assets........................................

TOTAL CURRENT ASSETS........................................ Property, plant and equipment, net of accumulated depreciation of $1,155 and $34,300........................ Goodwill.................................................... Other purchased intangible assets, net of accumulated amortization of $396 and $320............................. Prepaid pension costs....................................... Other assets................................................

TOTAL ASSETS................................................

LIABILITIES Accounts payable and accrued expenses....................... Compensation and benefit-related liabilities................ Debt maturing within one year............................... Other current liabilities...................................

TOTAL CURRENT LIABILITIES................................... Long-term debt.............................................. Long-term compensation and benefit-related liabilities...... Deferred income taxes....................................... Other long-term liabilities and deferred credits............

TOTAL LIABILITIES........................................... SHAREOWNERS' EQUITY Common stock, $1 par value, authorized 2,500,000,000 shares; issued and outstanding 795,590,783 shares (net of 171,983,367 treasury shares) at September 30, 2004 and 791,911,022 shares (net of 172,179,303 treasury shares) at December 31, 2003......................................... Additional paid-in capital.................................. Accumulated deficit......................................... Accumulated other comprehensive (loss) income...............

TOTAL SHAREOWNERS' EQUITY...................................

TOTAL LIABILITIES AND SHAREOWNERS' EQUITY...................

(Unaudited)

class="fit">CONSOLIDATED BALANCE SHEETS AT              AT SEPTEMBER 30,   DECEMBER 31, 2004            2003 -------------   ------------ (DOLLARS IN MILLIONS) $  2,627        $  4,353 3,516           4,036 1,116             715 1,328             744 --------        -------- 8,587           9,848 11,654          24,376 4,778           4,801 394             499 3,939           3,861 2,707           4,603 --------        -------- $ 32,059        $ 47,988 ========        ======== $  2,586        $  3,256 2,215           1,783 1,582           1,343 2,346           2,501 --------        -------- 8,729           8,883 8,881          13,066 3,947           3,528 1,138           5,395 2,929           3,160 --------        -------- 25,624          34,032 796             792 27,287          27,722 (21,446)        (14,707) (202)            149 --------        -------- 6,435          13,956 --------        -------- $ 32,059        $ 47,988 ========        ======== 
                 
    At   At 
    June 30,   December 31, 
    2005   2004 
          
    (Dollars in millions) 
Assets                
Cash and cash equivalents   $ 1,913     $ 3,698  
Accounts receivable, less allowances of $429 and $523     2,993       3,195  
Deferred income taxes     922       1,111  
Other current assets     498       1,383  
             
Total Current Assets     6,326       9,387  
Property, plant and equipment, net of accumulated depreciation of $2,353 and $1,588     11,026       11,509  
Goodwill     4,751       4,888  
Other purchased intangible assets, net     316       375  
Prepaid pension costs     4,099       3,991  
Other assets     2,563       2,654  
             
Total Assets   $ 29,081     $ 32,804  
             
 
Liabilities                
Accounts payable and accrued expenses   $ 2,365     $ 2,716  
Compensation and benefit-related liabilities     1,661       2,193  
Debt maturing within one year     529       1,886  
Other current liabilities     2,309       2,293  
             
Total Current Liabilities     6,864       9,088  
Long-term debt     7,175       8,779  
Long-term compensation and benefit-related liabilities     3,283       3,322  
Deferred income taxes     1,448       1,356  
Other long-term liabilities and deferred credits     2,832       3,240  
             
Total Liabilities     21,602       25,785  
Shareowners’ Equity                
Common stock, $1 par value, authorized 2,500,000,000 shares; issued and outstanding 801,635,543 shares (net of 171,983,367 treasury shares) at June 30, 2005 and 798,570,623 shares (net of 171,983,367 treasury shares) at December 31, 2004     802       799  
Additional paid-in capital     26,911       27,170  
Accumulated deficit     (20,344 )     (21,180 )
Accumulated other comprehensive income     110       230  
             
Total Shareowners’ Equity     7,479       7,019  
             
Total Liabilities and Shareowners’ Equity   $ 29,081     $ 32,804  
             The notes are an integral part of the consolidated financial statements.
2
AT&T CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS'SHAREOWNERS’ EQUITY
                                  (UNAUDITED)


                                                               FOR THE NINE MONTHS
                                                               ENDED SEPTEMBER 30,
                                                              ---------------------
                                                                2004        2003
                                                              ---------   ---------
                                                              (DOLLARS IN MILLIONS)

AT&T COMMON STOCK
     Balance at beginning of year...........................  $    792    $    783
     Shares issued under employee plans.....................         2           5
     Other..................................................         2           1
                                                              --------    --------
  Balance at end of period..................................       796         789
                                                              --------    --------
ADDITIONAL PAID-IN CAPITAL
     Balance at beginning of year...........................    27,722      28,163
     Shares issued, net:
       Under employee plans.................................        57         129
       Other................................................        22          25
     Dividends declared.....................................      (566)       (482)
     Other..................................................        52          20
                                                              --------    --------
  Balance at end of period..................................    27,287      27,855
                                                              --------    --------
ACCUMULATED DEFICIT
     Balance at beginning of year...........................   (14,707)    (16,566)
     Net (loss) income......................................    (6,735)      1,525
     Treasury shares issued at less than cost...............        (4)         (3)
                                                              --------    --------
  Balance at end of period..................................   (21,446)    (15,044)
                                                              --------    --------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
     Balance at beginning of year...........................       149         (68)
     Other comprehensive (loss) income......................      (351)          7
                                                              --------    --------
  Balance at end of period..................................      (202)        (61)
                                                              --------    --------
TOTAL SHAREOWNERS' EQUITY...................................  $  6,435    $ 13,539
                                                              ========    ========
SUMMARY OF TOTAL COMPREHENSIVE INCOME:
     (Loss) income before cumulative effect of accounting
      changes...............................................  $ (6,735)   $  1,510
     Cumulative effect of accounting changes................        --          15
                                                              --------    --------
     Net (loss) income......................................    (6,735)      1,525
     Other comprehensive (loss) income......................      (351)          7
                                                              --------    --------
TOTAL COMPREHENSIVE (LOSS) INCOME...........................  $ (7,086)   $  1,532
                                                              ========    ========
(Unaudited)
                       
    For the Six Months 
    Ended June 30, 
      
    2005   2004 
          
    (Dollars in millions) 
AT&T Common Stock                
    Balance at beginning of year   $ 799     $ 792  
    Shares issued under employee plans     3       2  
    Other     —       1  
             
  Balance at end of period     802       795  
             
Additional Paid-In Capital                
    Balance at beginning of year     27,170       27,722  
    Shares issued, net:                
      Under employee plans     61       46  
      Other     —       15  
    Dividends declared     (381 )     (377 )
    Other     61       31  
             
  Balance at end of period     26,911       27,437  
             
Accumulated Deficit                
    Balance at beginning of year     (21,180 )     (14,707 )
    Net income     836       412  
    Treasury shares issued at less than cost     —       (4 )
             
  Balance at end of period     (20,344 )     (14,299 )
             
Accumulated Other Comprehensive Income                
    Balance at beginning of year     230       149  
    Other comprehensive (loss)     (120 )     (27 )
             
  Balance at end of period     110       122  
             
Total Shareowners’ Equity   $ 7,479     $ 14,055  
             
Summary of Total Comprehensive Income:                
    Net income   $ 836     $ 412  
    Other comprehensive (loss) [net of income taxes of $75 and $16]     (120 )     (27 )
             
Total Comprehensive Income   $ 716     $ 385  
             AT&T accounts for treasury stock as retired stock. The amountsamount attributable to treasury stock at SeptemberJune 30, 20042005 and December 31, 2003, were2004 was $(17,011) and
$(17,026) million, respectively.

million.
We have 100 million authorized shares of preferred stock at $1 par value.
The notes are an integral part of the consolidated financial statements.
3
AT&T CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


                                                               FOR THE NINE MONTHS
                                                               ENDED SEPTEMBER 30,
                                                              ---------------------
                                                                2004        2003
                                                              ---------   ---------
                                                              (DOLLARS IN MILLIONS)

OPERATING ACTIVITIES
Net (loss) income...........................................   $(6,735)    $ 1,525
Deduct:
  Loss from discontinued operations -- net of income
     taxes..................................................        --         (13)
  Cumulative effect of accounting change -- net of income
     taxes..................................................        --          15
                                                               -------     -------
(Loss) income from continuing operations....................    (6,735)      1,523
Adjustments to reconcile (loss) income from continuing
  operations to net cash provided by operating activities:
  Net gains on sales of businesses and investments..........       (16)        (51)
  Loss on early extinguishment of debt......................       301          85
  Asset impairment and net restructuring and other
     charges................................................    12,662          87
  Depreciation and amortization.............................     3,128       3,607
  Provision for uncollectible receivables...................       371         588
  Deferred income taxes.....................................    (4,469)      1,105
  Net pretax earnings related to equity investments.........        (4)        (28)
  Decrease in receivables...................................       178         231
  Decrease in accounts payable and accrued expenses.........      (488)       (428)
  Net change in other operating assets and liabilities......      (839)        443
  Other adjustments, net....................................       (78)        (49)
                                                               -------     -------
NET CASH PROVIDED BY OPERATING ACTIVITIES...................     4,011       7,113
                                                               -------     -------
INVESTING ACTIVITIES
Capital expenditures and other additions....................    (1,459)     (2,413)
Proceeds from sale or disposal of property, plant and
  equipment.................................................        58         134
Investment distributions and sales..........................        37         120
Net dispositions (acquisitions) of businesses, net of cash
  disposed/acquired.........................................         8        (158)
Decrease (increase) in restricted cash......................         7         (22)
Other investing activities, net.............................         9         (50)
                                                               -------     -------
NET CASH USED IN INVESTING ACTIVITIES.......................    (1,340)     (2,389)
                                                               -------     -------
FINANCING ACTIVITIES
Retirement of long-term debt, including redemption
  premiums..................................................    (3,711)     (4,576)
Decrease in short-term borrowings, net......................      (511)     (1,263)
Issuance of AT&T common shares..............................        45          92
Dividends paid on common stock..............................      (565)       (442)
Other financing activities, net.............................       345         202
                                                               -------     -------
NET CASH USED IN FINANCING ACTIVITIES.......................    (4,397)     (5,987)
                                                               -------     -------
Net decrease in cash and cash equivalents...................   $(1,726)     (1,263)
Cash and cash equivalents at beginning of year..............     4,353       8,014
                                                               -------     -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................   $ 2,627     $ 6,751
                                                               =======     =======
(Unaudited)
                   
    For the Six Months 
    Ended June 30, 
      
    2005   2004 
          
    (Dollars in millions) 
Operating Activities                
Net income   $ 836     $ 412  
Adjustments to reconcile net income to net cash provided by operating activities:                
  Asset impairment and net restructuring and other charges     36       226  
  Net losses (gains) on sales of businesses and investments     5       (14 )
  Loss on early extinguishment of debt     206       274  
  Depreciation and amortization     1,266       2,481  
  Provision for uncollectible receivables     65       265  
  Deferred income taxes     352       (181 )
  Decrease in receivables     152       98  
  Decrease in accounts payable and accrued expenses     (407 )     (189 )
  Net change in other operating assets and liabilities     (1,097 )     (770 )
  Other adjustments, net     (61 )     (139 )
             
Net Cash Provided by Operating Activities     1,353       2,463  
             
Investing Activities                
Capital expenditures and other additions     (698 )     (1,018 )
Proceeds from sale or disposal of property, plant and equipment     134       25  
Investment distributions and sales     12       36  
Net dispositions of businesses     72       8  
Decrease (increase) in restricted cash     546       (1 )
Other investing activities, net     13       6  
             
Net Cash Provided by (Used in) Investing Activities     79       (944 )
             
Financing Activities                
Retirement of long-term debt, including redemption premiums     (2,721 )     (3,210 )
Decrease in short-term borrowings, net     (310 )     (195 )
Issuance of common shares     44       33  
Dividends paid on common stock     (380 )     (377 )
Other financing activities, net     150       336  
             
Net Cash Used in Financing Activities     (3,217 )     (3,413 )
             
Net decrease in cash and cash equivalents     (1,785 )     (1,894 )
Cash and cash equivalents at beginning of year     3,698       4,353  
             
Cash and Cash Equivalents at End of Period   $ 1,913     $ 2,459  
             The notes are an integral part of the consolidated financial statements.
4
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  BASIS OF PRESENTATION(Unaudited)
1. Basis of Presentation
      The consolidated financial statements have been prepared by AT&T Corp. (AT&T) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and, in the opinion of management, include all adjustments of a normal and recurring nature necessary for a fair statement of the consolidated results of operations, financial position and cash flows for each period presented. The consolidated results for interim periods are not necessarily indicative of results for the full year. These financial results should be read in conjunction with AT&T's&T’s Form 10-K10-Q for the quarter ended March 31, 2005, and Form 10-K/ A for the year ended December 31, 2003,2004.
2. Merger Agreement with SBC Communications Inc.
      On January 31, 2005, AT&T and Forms 10-QSBC Communications Inc. (SBC) announced an agreement for SBC to acquire AT&T. Under the quarters ended March 31, 2004terms of the agreement, each AT&T share will be exchanged for 0.77942 of a share of SBC common stock. In addition, at the time of closing, we will pay our shareowners a special dividend of $1.30 per share. At the time of the announcement, this consideration was valued at $19.71 per share, or approximately $16.0 billion. The stock consideration in the transaction is expected to be tax-free to our shareowners. The acquisition, which is subject to approval by regulatory authorities, and other customary closing conditions, is expected to close in late 2005 or early 2006. However, it is possible that factors outside of our control could require us to complete the merger at a later time or not to complete it at all. The terms of certain of our agreements, including contracts, employee benefit arrangements and debt instruments, have provisions which could result in changes to the terms or settlement amounts of these agreements upon a change in control of AT&T. On June 30, 2004.2005, AT&T shareholders voted to approve the proposed merger agreement with SBC.
3. Summary of Significant Accounting Policies
      We have
reclassified certain prior period amounts to conform to our current
presentation, including the transfer of our remaining payphone business from the
AT&T Consumer Services segment to the AT&T Business Services segment.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     AT&T has a Long Term Incentive Program under which we grant stock options, performance shares, restricted stock and other awards in AT&T common stock are granted, as well as an Employee Stock Purchase Plan.Plan (ESPP). Employee purchases of company stock under the ESPP were suspended in 2003. Effective January 1, 2003, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting“Accounting for Stock-Based Compensation,"” and we began to record stock-based compensation expense for all employee awards (including stock options) granted or modified after January 1, 2003. For awards issued prior to January 1, 2003, we apply Accounting Principles Board (APB) Opinion No. 25, "Accounting“Accounting for Stock Issued to Employees,"” and related interpretations in accounting for our plans. Under APB Opinion No. 25, no compensation expense has been recognized for stock options.options, other than for certain occasions when we have modified the terms of the stock option vesting schedule.
5
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
      If AT&Twe had elected to recognize compensation costs based on the fair value at the date of grant of all awards granted prior to January l,1, 2003, consistent with the provisions of SFAS No. 123, net (loss) income and (loss) earnings per share amounts would have been as follows:
                                                  FOR THE THREE MONTHS      FOR THE NINE MONTHS
                                                   ENDED SEPTEMBER 30,      ENDED SEPTEMBER 30,
                                                 -----------------------   ----------------------
                                                    2004          2003       2004          2003
                                                 ----------     --------   ---------     --------
                                                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

Net (loss) income..............................   $(7,147)       $ 418      $(6,735)      $1,525
ADD:
  Stock-based employee compensation expense
     included in reported results, net of
     income taxes..............................        22           22           57           56
DEDUCT:
  Total stock-based employee compensation
     expense determined under the fair value
     method for all awards, net of income
     taxes.....................................       (49)         (59)        (145)        (168)
                                                  -------        -----      -------       ------
Pro forma net (loss) income....................   $(7,174)       $ 381      $(6,823)      $1,413
                                                  =======        =====      =======       ======
Basic (loss) earnings per share................   $ (8.99)       $0.53      $ (8.48)      $ 1.94
Pro forma basic (loss) earnings per share......   $ (9.02)       $0.48      $ (8.59)      $ 1.80

Diluted (loss) earnings per share..............   $ (8.99)       $0.53      $ (8.48)      $ 1.94
Pro forma diluted (loss) earnings per share....   $ (9.02)       $0.48      $ (8.59)      $ 1.79
                                   
    For the Three Months   For the Six Months 
    Ended June 30,   Ended, June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions, except per share amounts) 
Net income   $ 307     $ 108     $ 836     $ 412  
Add:                                
  Stock-based employee compensation expense included in reported results, net of income taxes     27       17       51       35  
Deduct:                                
  Total stock-based employee compensation expense determined under the fair value method for all awards, net of income taxes     (44 )     (45 )     (90 )     (96 )
                         
Pro forma net income   $ 290     $ 80     $ 797     $ 351  
                         
Basic and diluted earnings per share   $ 0.38     $ 0.14     $ 1.04     $ 0.52  
Pro forma basic earnings per share   $ 0.36     $ 0.10     $ 1.00     $ 0.44  
Pro forma diluted earnings per share   $ 0.36     $ 0.10     $ 0.99     $ 0.44        Pro forma stock-based compensation expense reflected above may not be indicative of future compensation expense that may be recorded. Future compensation expense may differ due to various factors, such as the number of awards granted and the market value of such awards at the time of grant.

                                        5

                          AT&T CORP. AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

     Pro forma (loss) earnings from continuing operations were $(7,174) million
and $421 million forgrant, as well as the three months ended September 30, 2004 and 2003,
respectively, and were $(6,823) million and $1,411 million forplanned adoption of SFAS 123 (revised 2004), “Share-Based Payment,” beginning in the nine months
ended September 30, 2004 and 2003, respectively.

     Pro forma (loss) earnings per basic and diluted share from continuing
operations were $(9.02) and $0.53 for the three months ended September 30, 2004
and 2003, respectively, and were $(8.59) for the nine months ended September 30,
2004. Pro forma earnings per basic and diluted share from continuing operations
for the nine months ended September 30, 2003 were $1.80 and $1.78, respectively.first quarter of 2006 (see note 12).
      For a detailed discussion of significant accounting policies, please refer to AT&T'sour Form 10-K10-K/ A for the year ended December 31, 2003.

3.  SUPPLEMENTARY2004.
4. Supplementary Financial Information
Supplementary Balance Sheet Information
                         
    AT&T   AT&T    
    Business   Consumer    
    Services   Services   Total 
              
    (Dollars in millions) 
Goodwill:                        
Balance at January 1, 2004   $ 4,731     $ 70     $ 4,801  
Translation adjustment     90       —       90  
Other     (3 )     —       (3 )
                   
Balance at December 31, 2004   $ 4,818     $ 70     $ 4,888  
Translation adjustment     (94 )     —       (94 )
Goodwill allocated to sale of payphone business     (43 )     —       (43 )
                   
Balance at June 30, 2005   $ 4,681     $ 70     $ 4,751  
                   
6
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL INFORMATION

  SUPPLEMENTARY BALANCE SHEET INFORMATION


                                                             AT&T       AT&T
                                                           BUSINESS   CONSUMER   TOTAL
                                                           SERVICES   SERVICES    AT&T
                                                           --------   --------   ------
                                                              (DOLLARS IN MILLIONS)

Goodwill:
Balance at January 1, 2004...............................   $4,731      $70      $4,801
Translation adjustment...................................      (20)      --         (20)
Other....................................................       (3)      --          (3)
                                                            ------      ---      ------
Balance at September 30, 2004............................   $4,708      $70      $4,778
                                                            ======      ===      ======

                                                           CARRYING   ACCUMULATED
                                                            AMOUNT    AMORTIZATION   NET
                                                           --------   ------------   ----
                                                               (DOLLARS IN MILLIONS)

Amortizable Other Purchased Intangible Assets:
Customer lists and relationships.........................    $548         $162       $386
Other....................................................     271          158        113
                                                             ----         ----       ----
Balance at December 31, 2003.............................    $819         $320       $499
                                                             ====         ====       ====
Customer lists and relationships.........................    $519         $208       $311
Other....................................................     271          188         83
                                                             ----         ----       ----
Balance at September 30, 2004............................    $790         $396       $394
                                                             ====         ====       ====
STATEMENTS (Unaudited) — (Continued)
                         
    Gross        
    Carrying   Accumulated    
    Amount   Amortization   Net 
              
    (Dollars in millions) 
Other purchased intangible assets:                        
Customer lists and relationships   $ 528     $ 229     $ 299  
Other     275       199       76  
                   
Balance at December 31, 2004   $ 803     $ 428     $ 375  
                   
Customer lists and relationships   $ 521     $ 264     $ 257  
Other     206       147       59  
                   
Balance at June 30, 2005   $ 727     $ 411     $ 316  
                         Amortization expense associated with purchased intangible assets for the three and ninesix months ended SeptemberJune 30, 2005, was $26 million and $53 million, respectively. Amortization expense for the three and six months ended June 30, 2004, was $28 million and $89 million,
respectively, and for the three and nine months ended September 30, 2003, was
$19 million and $52$61 million, respectively. Amortization expense for purchased intangible assets is estimated to be approximately $110 million for each of the years ending December 31, 2004, 2005 and 2006 and $80 million for each of the years ending December 31, 2007 and 2008.

     During2008, at which time the third quarter of 2004, we recorded a $15 million impairment
charge relating to other purchased intangible assets (customer lists and
relationships) (see note 5).

                                        6

                          AT&T CORP. AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

  Other Current Assets:will be fully amortized.
Restricted cash:
      Recorded within other current assets as of September 30,December 31, 2004, was restricted cash of $493$546 million relating to private debt that maturesmatured in February 2005. This asset had a balance2005 (see note 8).
Income taxes payable:
      Recorded within other current liabilities were $411 million and $281 million of $499 million atincome taxes payable as of June 30, 2005 and December 31, 2003,2004, respectively.
Assets sold:
      In May 2005, we completed the sale of an administrative building which was classified as an asset held-for-sale as of March 31, 2005. Since we are leasing back a portion of the building, the majority of the approximately $40 million gain was deferred, with $6 million recorded within other (expense) income, net, upon closing. In addition, in June 2005, we completed the sale of our payphone business which was also classified as an asset held-for-sale at March 31, 2005. The sale resulted in a loss of $14 million and was recorded inwithin other assets.

  SUPPLEMENTARY SHAREOWNERS' EQUITY INFORMATION

(expense) income, net.

                                      NET FOREIGN   NET REVALUATION      NET       ACCUMULATED
                                       CURRENCY       OF CERTAIN       MINIMUM        OTHER
                                      TRANSLATION      FINANCIAL       PENSION    COMPREHENSIVE
                                      ADJUSTMENT      INSTRUMENTS     LIABILITY      INCOME
                                      -----------   ---------------   ---------   -------------
                                                        (DOLLARS IN MILLIONS)

Accumulated other comprehensive
  income (loss):
Balance at January 1, 2004..........     $200            $ 25           $ (76)        $ 149
Change..............................      (17)            (13)           (321)         (351)
                                         ----            ----           -----         -----
Balance at September 30, 2004.......     $183            $ 12           $(397)        $(202)
                                         ====            ====           =====         =====
Supplementary Shareowners’ Equity Information

                                                               FOR THE NINE MONTHS
                                                               ENDED SEPTEMBER 30,
                                                              ---------------------
                                                                2004         2003
                                                              --------     --------
                                                              (DOLLARS IN MILLIONS)

Other comprehensive income (loss):
Net foreign currency translation adjustment [net of income
  taxes of $11 and $(59)]...................................   $ (17)       $  97
Net revaluation of certain financial instruments:
  Unrealized gains (losses) [net of income taxes of $(7) and
     $(66)].................................................      11          107
  Recognition of previously unrealized (gains) losses [net
     of income taxes of $15 and $118](1)....................     (24)        (191)
Net minimum pension liability adjustment [net of income
  taxes of $173 and $3].....................................    (321)          (6)
                                                               -----        -----
Total other comprehensive (loss) income.....................   $(351)       $   7
                                                               =====        =====


- ---------------

(1) See below for a summary of recognition of previously unrealized (gains)
    losses on available-for-sale securities.


                                                    FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                                  -------------------------------------------
                                                          2004                   2003
                                                  --------------------   --------------------
                                                  PRETAX   AFTER-TAXES   PRETAX   AFTER-TAXES
                                                  ------   -----------   ------   -----------

Summary of Recognition of Previously Unrealized
  (Gains) Losses:
Other income/expense, net:
  Sale/exchange of various securities...........   $(12)      $ (7)      $(209)      $(129)
  Other financial instrument activity...........    (27)       (17)       (100)        (62)
                                                   ----       ----       -----       -----
Total recognition of previously unrealized
  (gains) losses................................   $(39)      $(24)      $(309)      $(191)
                                                   ====       ====       =====       =====
                                 
    Net Foreign   Net Revaluation   Net   Accumulated 
    Currency   of Certain   Minimum   Other 
    Translation   Financial   Pension   Comprehensive 
    Adjustment   Instruments   Liability   Income 
                  
    (Dollars in millions) 
Accumulated other comprehensive income (loss):                                
Balance at January 1, 2005   $ 319     $ 19     $ (108 )   $ 230  
Change     (117 )     (3 )     —       (120 )
                         
Balance at June 30, 2005   $ 202     $ 16     $ (108 )   $ 110  
                         
7
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

  SUPPLEMENTARY STATEMENT OF OPERATIONS INFORMATION

  ACCESS AND OTHER CONNECTION EXPENSES

     In September 2003, in conjunction with our review of accounting and
internal control systems, we determined that the liability on the balance sheet
(included in accounts payable and accrued expenses) relating to costs incurred
in 2001 and 2002 pertaining to access and other connection expenses was
understated by $125 million. Since the impact to prior years' annual financial
statements was not material, we recorded an additional expense of $125 million
($77 million after taxes) in the third quarter of 2003 to reflect the proper
estimate of the liability.

  FINANCIAL ACCOUNTING STANDARDS BOARD INTERPRETATION NO. 46 (FIN 46),
  "CONSOLIDATION OF VARIABLE INTEREST ENTITIES -- AN INTERPRETATION OF
  ACCOUNTING RESEARCH BULLETIN NO. 51"

     Effective July 1, 2003, AT&T early adopted FIN 46, "Consolidation of
Variable Interest Entities -- an Interpretation of Accounting Research Bulletin
No. 51." This interpretation requires the primary beneficiary to consolidate a
variable interest entity (VIE) if it has a variable interest that will absorb a
majority of the entity's expected losses if they occur, receive a majority of
the entity's expected residual returns if they occur, or both. Based on the new
standard, two entities that AT&T leased buildings from qualified as VIEs and,
therefore, became subject to consolidation as of July 1, 2003. AT&T had no
ownership interest in either entity, but provided guarantees of the residual
values for the leased facilities with a maximum exposure of $427 million. Upon
adoption, FIN 46 added approximately $433 million of assets (included in
property, plant and equipment of AT&T Business Services and Corporate and Other
group) and $477 million of liabilities (included in short-term debt) to our
consolidated balance sheet and resulted in a charge of $27 million after taxes
($44 million pretax) as the cumulative effect of an accounting change in the
third quarter of 2003. In November 2003, AT&T exercised its purchase option on
certain of these leased buildings and thus repaid the associated debt.

4.  EARNINGS PER COMMON SHARE AND POTENTIAL COMMON SHARE(Unaudited) — (Continued)
                   
    For the Six Months 
    Ended June 30, 
      
    2005   2004 
          
    (Dollars in millions) 
Other comprehensive (loss):                
Net foreign currency translation adjustment [net of income taxes of $73 and $11]   $ (117 )   $ (19 )
Net revaluation of certain financial instruments:                
  Unrealized (gains) losses [net of income taxes of $2 and $(6)]     (4 )     10  
  Recognition of previously unrealized losses (gains) [net of income taxes of $0 and $11]⁽¹⁾     1       (18 )
             
Total other comprehensive (loss)   $ (120 )   $ (27 )
             
⁽¹⁾ See table below for a summary of recognition of previously unrealized losses (gains).
                                   
    For the Six Months Ended June 30, 
      
    2005   2004 
          
    Pretax   After-taxes   Pretax   After-taxes 
                  
        (Dollars in millions)    
Recognition of previously unrealized losses (gains):                                
Other (expense) income, net:                                
  Sale of various securities   $ 1     $ 1     $ (12 )   $ (7 )
  Other financial instrument activity     —       —       (17 )     (11 )
                         
Total recognition of previously unrealized losses (gains)   $ 1     $ 1     $ (29 )   $ (18 )
                         
5. Earnings Per Common Share and Potential Common Share
      Basic (loss) earnings per common share (EPS) is computed by dividing (loss)net income attributable to common shareowners by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution (considering the combined income and share impact) that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The potential issuance of common stock is assumed to occur at the beginning of the year (or at the time of issuance if later), and the incremental shares are included using the treasury stock method. The proceeds utilized in applying the treasury stock method consist of the amount, if any, to be paid upon exercise, the amount of compensation cost attributed to future service not yet recognized, and any tax benefits credited to paid-in-capital related to the exercise. These proceeds are then assumed to be used by AT&T to purchase common stock at the average market price during the period. The incremental shares (difference between the shares assumed to be issued and the shares assumed to be purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. Potentially dilutive securities for all periods presented were stock options, and restricted stock units. Since AT&T recorded a loss from continuing operations for the threeunits and nine months ended September 30, 2004, diluted loss per share is the same as
basic loss per share, as any potentially dilutive securities would be
antidilutive to continuing operations.performance shares. No adjustments were made to income for the computation of diluted EPS in 2003.

5.  ASSET IMPAIRMENT AND NET RESTRUCTURING AND OTHER CHARGESEPS.
6. Asset Impairment and Net Restructuring and Other Charges
      Asset impairment and net restructuring and other charges of $12,469$36 million for the three and six months ended SeptemberJune 30, 2004, were comprised2005, consisted of $11,389$45 million of facility closing reserves and a related $5 million asset impairment charges and $1,080charge in connection with leasehold improvements in these facilities. These activities were partially offset by the net reversal of $14 million of netexcess preexisting business restructuring and
other obligations.
                                        liabilities.
8
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

     In July 2004, we announced(Unaudited) — (Continued)
      The $45 million of facility closing reserves were associated with the continued consolidation of our real estate portfolio and reflected the present value of contractual lease obligations, net of estimated sublease income, associated with vacant facilities primarily resulting from workforce reductions. Facility closing charges of $43 million were recorded in the Corporate and Other group and $2 million in AT&T Business Services. Additionally, the Corporate and Other group and AT&T Business Services recorded $2 million and $3 million, respectively, of leasehold improvement impairment charges.
      During the second quarter, management reevaluated preexisting business restructuring reserves and determined the actual or revised estimates of separation and related benefit payments differed from the estimates initially made, resulting in a strategic change in our business focus away
from traditional consumer servicesnet reversal of $14 million. AT&T Business Services recorded $23 million of the reversal and towards business marketsthe Corporate and emerging
technologies. AsOther group recorded $1 million. AT&T Consumer Services recorded an additional $10 million as a result of this strategic change, we performed an evaluation
of our long-lived assets, including property, plantreview. The adjustment to these reserves did not result from changes to the actual or planned headcount separations.
      The following table displays the activity and equipment (PP&E) and
internal-use software (IUS) (the asset group) as of July 1, 2004, as this
strategic change created a "triggering event" necessitating such a review. In
assessing impairments for long-lived assets we follow the provisions of SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." We
operate an integrated telecommunications network; therefore, we performed our
testingbalances of the asset group at the entity level, as this is the lowest level forrestructuring reserve accounts:
                                   
    Type of Cost 
      
    Employee   Facility    
    Separations   Closings   Other   Total 
                  
    (Dollars in millions) 
Balance at January 1, 2005   $ 506     $ 228     $ 2     $ 736  
  Net Charges     (14 )     45       —       31  
  Net Deductions     (236 )     (35 )     —       (271 )
                         
Balance at June 30, 2005   $ 256     $ 238     $ 2     $ 496  
                               Deductions primarily reflected total cash payments of $270 million. These cash payments included cash termination benefits of $234 million and $36 million of facility closing reserve payments, which identifiablewere funded primarily through cash flows are available.

     In performing the test, we determined that the total of the expected future
undiscounted cash flows directly related to the existing service potential of
the asset group was less than the carrying value of the asset group; therefore,
an impairment charge was required. The impairment charges of $11,389 million
represented the difference between the fair values of the asset group and its
carrying values and are included within assetfrom operations.
      Asset impairment and net restructuring and other charges inof $54 million for the consolidated statementsthree months ended June 30, 2004, consisted primarily of operations. The impairment
charges resulted from sustained pricing pressure and the evolution of services
toward newer technologies in the business market as well as changes in the
regulatory environment, which ledrestructuring activities associated with employee separations related to a shift away from traditional consumer
services. AT&T Business Services recorded impairment charges of $11,330 million
resulting in reductions to PP&E of $11,023 million, IUS of $287 million, other
purchased intangibles of $15 million and other long-lived assets of $5 million.
AT&T Consumer Services recorded impairment charges of $59 million resulting in
reductions to PP&E of $11 million and IUS of $48 million. As a result of the
asset impairments, a new cost basis was established for those assets that were
impaired. The new cost basis resulted in a reduction of gross PP&E and IUS and
the write-off of accumulated depreciation and accumulated amortization.

     We calculated the fair value of our asset group using discounted cash
flows. The discounted cash flows calculation was made utilizing various
assumptions and estimates regarding future revenue, expenses and cash flows
projections through 2012. The time horizon was determined based on the estimated
remaining useful life of the primary assets in the asset group; the primary
assets are those from which the most significant cash flows are generated,
principally consisting of the transport central office equipment. Pursuant to
SFAS No. 144, the forecasts were developed without contemplation of investments
in new products. The 10% discount rate utilized was determined using a weighted
average cost of capital (debt and equity) and was more heavily weighted towards
debt given that the asset group, which primarily consists of tangible assets,
can be financed with a larger proportion of debt. When allocating the impairment
to the asset categories, market values were utilized, to the extent
determinable, to ensure that no asset category was impaired below its fair
value.

     The strategic change in business focus also created a "triggering event"
for a review of our goodwill. We follow the provisions of SFAS No. 142,
"Goodwill and Other Intangible Assets" for determining impairments. SFAS No. 142
indicates that if other types of assets (in addition to goodwill) of a reporting
unit are being tested for impairment at the same time as goodwill, then those
assets are to be tested for impairment prior to performing the goodwill
impairment testing. Accordingly, the impairment charges noted above reduced the
carrying value of the reporting units when performing the impairment test for
goodwill.

     The goodwill impairment test requires us to estimate the fair value of our
overall business enterprise down to the reporting unit level. Our reporting
units are AT&T Business Services and AT&T Consumer Services. We estimated fair
value using both a discounted cash flows model, as well as an approach using
market comparables, both of which are weighted equally to determine fair value.
Under the discounted cash flows method, we utilized estimated long-term revenue
and cash flows forecasts, as well as assumptions of terminal value, together
with an applicable discount rate, to determine fair value. Under the market
approach, fair value was determined by comparing our reporting units to similar
businesses (or guideline companies). We

                                        9

                          AT&T CORP. AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

then compared the carrying value of our reporting units to their fair value.
Since the fair value of our reporting units exceeded their carrying amounts, no
goodwill impairment charge was recorded.

     The net business restructuring activities of $1,080 million for the third
quarter of 2004 consisted of $1,043 million for employee separations (of which
$339 million related to benefit plan curtailment costs) and $37 million of
facility closing obligations.

     This exit plan will impact approximately 11,200 employees (the majority of
which will be involuntary) across the company. This activity resulted from the continued integration and automation of various functions within network operations, andas well as reorganizations throughout our strategic change in focus away from traditional consumer
services and towards business markets and emerging technologies. Approximately
60 percent of the employees impacted by thisnon-U.S. operations. This exit plan areimpacted approximately 625 employees (more than half of which were involuntary), approximately 35% of whom were managers.

     Facility closing reserves
      Asset impairment and net restructuring and other charges of $37$267 million for the threesix months ended SeptemberJune 30, 2004, arewere comprised of business restructuring obligations of $145 million, primarily related to AT&T Business Services and real estate impairment charges of $122 million included in the Corporate and Other group.
      The business restructuring obligations consisted of $104 million of separation costs and $41 million of facility closing obligations. The separations, of which slightly less than half were managers, were primarily involuntary and impacted approximately 1,405 employees as a result of integration and automation of various functions within network operations, as well as reorganizations throughout our non-U.S. operations. The facility closing reserves were primarily associated with the continued consolidation of our real estate portfolio and reflectreflected the present value of contractual lease obligations, net of estimated sublease income, associated with vacant facilities resulting from workforce reductions and network equipment space that will not be used by AT&T.

     Asset impairment and net restructuring and other charges of $12,736 million
for the nine months ended September 30, 2004, were comprised of $11,511 million
of asset impairments and $1,225 million in net business restructuring and other
obligations.used.
      The asset impairment charges of $11,511 million primarily reflect the third
quarter asset impairments of $11,389 million as discussed above. In addition, we
recorded real estate impairment charges of $122 million related toresulted from the decision made during the first quarter of 2004 to divest five owned properties in an effort to further reduce costs and consolidate our real estate portfolio. In
accordance with SFAS No. 144, anThe impairment charge was recorded within the
Corporate and Other group to reduce the book value of the five properties to fair market value based on third party assessments (including broker appraisals). The sales of these properties have been completed.

     The net restructuring obligations of $1,225 million for the nine months
ended September 30, 2004, were primarily comprised of $1,147 million of net
employee separations (of which $339 million related to benefit plan curtailment
costs) and $78 million of facility closing obligations. These exit plans will
impact approximately 12,600 employees (the majority of which will be
involuntary) across the company. These activities resulted from the continued
integration and automation of various functions within network operations,
reorganizations throughout our non-U.S. operations, and our strategic change in
focus away from traditional consumer services and towards business markets and
emerging technologies. Nearly one-halfsale of the employees impacted by these exit
plans are managers. About 13% of the affected employees had left their positions
as of September 30,properties was completed in 2004. We anticipate about two-thirds of the affected
employees will be notified or will leave their positions by the end of 2004,
with the remaining employees to be notified during 2005 and anticipated to exit
our business by the end of 2005.

     The facility closing reserves of $78 million for the nine months ended
September 30, 2004, are primarily associated with the consolidation of our real
estate portfolio and reflect the present value of contractual lease obligations,
net of estimated sublease income, associated with vacant facilities resulting
from workforce reductions and network equipment space that will not be used by
AT&T.

                                        10
9
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

     The following table displays the activity and balances(Unaudited) — (Continued)
      Approximately 80% of the restructuring
reserve account:


                                                                 TYPE OF COST
                                                    --------------------------------------
                                                     EMPLOYEE     FACILITY
                                                    SEPARATIONS   CLOSINGS   OTHER   TOTAL
                                                    -----------   --------   -----   -----
                                                            (DOLLARS IN MILLIONS)

Balance at January 1, 2004........................     $ 156        $205     $  2    $ 363
  Additions.......................................       808          78       --      886
  Deductions......................................      (209)        (70)      --     (279)
                                                       -----        ----     -----   -----
Balance at September 30, 2004.....................     $ 755        $213     $  2    $ 970
                                                       =====        ====     =====   =====


     Deductions primarily reflected total cash paymentsheadcount reductions associated with all of $249 million. These
cash payments include cash termination benefitsour 2004 exit plans were completed as of $202 million and $47June 30, 2005. As of June 30, 2005, we had approximately 41,500 employees, compared with approximately 47,600 employees at December 31, 2004.
7. Debt Obligations
Securitizations
      In May 2005, we repaid $125 million of facility closing reserve payments, which were funded primarily through cash
from operations. Deductions also included a $26 million non-cash utilization of
facility closing reserves. Such activity is reflective ofshort-term borrowings outstanding under the assignment of
certain lease obligations associated with vacated facilities to third parties.

     Asset impairment and net restructuring and other charges for the three and
nine months ended September 30, 2003, were $64 million and $134 million,
respectively. The charges in both periods primarily reflected separation costs
associated with our management realignment efforts. Partially offsetting these
activities was the reversal of $11 million of sales obligation liabilities
recorded in a prior year, associated with the disposition of AT&T Communications
(U.K.) Ltd, whereConsumer Services accounts receivable securitization facility and subsequently terminated the liabilities incurred were below the original estimate.

6.  DISCONTINUED OPERATIONS

     Net (loss) from discontinued operations for the three and nine months ended
September 30, 2003, reflected an estimated cost related to potential legal
liabilities for certain environmental clean-up matters associated with NCR
Corporation (NCR), which was spun-off from AT&T in 1996. NCR has been formally
notified by federal and state agencies that it is a potentially responsible
party (PRP) for environmental claims under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (CERCLA) and other statutes
arising out of the presence of polychlorinated biphenyls (PCBs) in sediments in
the lower Fox River and in the Bay of Green Bay, in Wisconsin. NCR was
identified as a PRP because of alleged PCB discharges from two carbonless copy
paper manufacturing facilities it previously owned, which were located along the
Fox River.facility.
Long-Term Debt
      In July 2003, the government clarified its planned approach for
remediation of the contaminated sediments, which caused NCR to increase its
estimated liability. Under the separation and distribution agreement between
AT&T and NCR, AT&T is required to pay a portion of such costs that NCR incurs
above a certain threshold. Therefore, in the third quarter of 2003, AT&T
recorded its estimated proportionate share of certain costs associated with the
Fox River matter, which totaled $13 million on both, a pretax and after-tax
basis. The extent of NCR's potential liability is subject to numerous variables
that are uncertain at this time, including the actual remediation costs and the
percentage NCR may ultimately be responsible for. As a result, AT&T's actual
liability may be different than the estimated amount. Pursuant to the separation
and distribution agreement, NCR is liable for the first $100 million of costs in
connection with this liability. AT&T is liable for 37% of costs incurred by NCR
beyond such $100 million threshold. All such amounts are determined after
reduction of any monies collected by NCR from other parties.

7.  DEBT OBLIGATIONS

  LONG-TERM DEBT

     During the third quarter of 2004,April 2005, we completed the early retirement of $326
million$1.25 billion of our outstanding U.S. dollar denominated long-term debt, which was
comprised of $141 million of 6.0%7.30% Notes maturing in 11

                          AT&T CORP. AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

March 2009, $87 million of 7.75% Notes maturing in March 2007, $84 million of
7.5% Notes maturing in June 2006 and $14 million of other notes with maturities
in 2005 and 2006. These notes were repurchased with cash and resulted in a loss
of $20 million recorded in other (expense) income, net.

     In addition, during the third quarter of 2004, we completed the early
retirement of $93 million of outstanding $836 million 6.0% Euro Notes due
November 2006,2011, which carried an interest rate of 6.75%9.05% at the time of retirement. The notes were repurchased with cash and resulted in a loss of $7
millionapproximately $0.2 billion recorded in other (expense) income, net. The carrying value of these
notes was $129 million, including $36 million in associated foreign currency
mark-to-market adjustments, which were hedged.

     In the first quarter of 2004, we completed the early retirement of $1.2
billion of $1.5 billion outstanding U.S. dollar denominated 6.5% Notes maturing
in November 2006, which carried an interest rate of 7.25% at the time of
retirement. The notes were repurchased with cash and resulted in a loss of $157
million recorded in other (expense) income, net.

     In addition, during the first quarter of 2004, we completed the early
retirement of $928 million of outstanding $1.8 billion 6.0% Euro Notes due
November 2006, which carried an interest rate of 6.75% at the time of
retirement. The notes were repurchased with cash and resulted in a net loss of
$117 million recorded in other (expense) income, net. The carrying value of
these notes was $1.3 billion, including $0.4 billion in associated foreign
currency mark-to-market adjustments, which were hedged.

     In July 2004, Moody's Investors Service (Moody's) and Fitch Ratings lowered
our long-term credit ratings to Ba1 and BB+, respectively, and lowered our
short-term credit and commercial paper ratings to NP (not prime) and B,
respectively. In August 2004, Standard & Poor's (S&P) lowered our long-term
credit rating to BB+ and lowered our short-term credit and commercial paper
rating to B. The rating actions by Moody's and S&P triggered a 100 basis point
interest rate step-up on approximately $6.5 billion in notional amount of debt
net of foreign currency hedge offsets (current carrying value of $6.8 billion).
This step-up is effective for interest payment periods that will begin in
November 2004, resulting in an expected increase in interest expense of
approximately $10 million in 2004 and $68 million in 2005.

8.  FINANCIAL INSTRUMENTS
8. Financial Instruments
      In the normal course of business, we use various financial instruments, including derivative financial instruments, to manage our market risk associated with changes in interest rates and foreign currency rates and equity prices.exchange rates. We do not use financial instruments for trading or speculative purposes. TheseThe following information pertains to financial instruments includewith significant activity since December 31, 2004.
Letters of Credit
      Letters of credit are guarantees we purchase, which ensure our performance or payment to third parties in accordance with specified terms and conditions. Management has determined that our letters of credit guaranteesdo not create additional risk to us. The notional amounts outstanding at June 30, 2005 and December 31, 2004, were $0.3 billion and $1.2 billion, respectively. The decrease in the notional amount of the letters of credit was primarily related to the maturity of debt and certain
obligationsin February 2005. In addition, restricted cash of former affiliates, interest rate swap agreements, foreign
currency exchange contracts, option contracts, equity contracts and warrants.

  GUARANTEES

     AT&T provided a guarantee$546 million, recorded within other current assets as of an obligation that AT&T Wireless Services,
Inc. (AT&T Wireless) has to NTT DoCoMo. UnderDecember 31, 2004, which collateralized these letters of credit, was released upon maturity of this guarantee, AT&T would have
been secondarily liable for up to $3.65 billion, plus accrued interest, in the
event AT&T Wireless was unable to satisfy its entire obligation to NTT DoCoMo.
AT&T's guarantee expired on June 30, 2004, in accordance with the terms of the
original agreement.

  INTEREST RATE SWAP AGREEMENTSdebt.
Interest Rate Swap Agreements
      We enter into interest rate swaps to manage our exposure to changes in
interest rates. We enter into swap agreements to manage the fixed/floating mix of our debt portfolio in order to reduce aggregate risk of interest rate movements. These agreements involve the exchange of floating-rate for fixed-rate payments or the exchange of fixed-rate for floating-rate payments without the exchange of the underlying notional amount. Floating-rate payments and receipts are primarily tied to LIBOR (Londonthe London Inter-Bank Offered Rate)Rate (LIBOR). The notional
amountDuring the first quarter of our fixed-rate to floating-rate swaps was $750 million as of September
30, 2004, a decline
                                        12

                          AT&T CORP. AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

of $250 million from December 31, 2003. This decline reflects the unwind of $250
million notional amount of fixed-to-floating interest rate swaps, which were
designated as fair value hedges, in conjunction with the early retirement of
$1.2 billion of long-term notes in March 2004 (see note 7). The weighted-average
receive rate and pay rate for the outstanding fixed-to-floating interest rate
swaps as of September 30, 2004, was 4.83% and 3.71%, respectively. The notional
amount2005, all of our floating-rate to fixed-rate swaps declined from $190 million as of
December 31, 2003 to $108 million as of September 30, 2004, as a result of the
maturity of a floating-rate to fixed-rate swap with a notional(notional amount of $82
million during the third quarter of 2004. The weighted-average receive rate and
pay rate for the outstanding floating-rate to fixed-rate swaps$108 million), designated as of September
30, 2004, was 1.75% and 8.26%, respectively.cash flow hedges, matured.
      In addition, we have combined interest rate, foreign currencyinterest-rate foreign-currency swap agreements for foreign-currency-denominated debt, which hedge our risk to both interest rate and currency movements. As of SeptemberJune 30, 2004,2005, the notional amount and fair value of these contracts was $1.5$0.6 billion and $0.5$0.3 billion, respectively, compared with $2.5$1.4 billion and $1.0$0.7 billion, respectively, at December 31, 2003.2004. The decreases in the notional amount and fair value of these agreements were primarily related to $1.0the maturity in February 2005 of $0.7 billion notional amount of combined
interest rate foreign currency swap contracts designated as cash flow hedges,
which were unwound during 2004relating to debt that also matured in connection with the early retirement of
long-term Euro notes during the first and third quarters of 2004 (see note 7).
As a result of this unwind, we recognized $12 million of unrealized gains as
part of the net gain (loss) on the early extinguishment of debt within other
(expense) income, net. In addition, we returned $91 million of cash collateral
that we held at December 31, 2003, in connection with the unwind of these
combined interest rate swap agreements.

  FOREIGN EXCHANGEFebruary 2005.
10
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Equity Option and Equity Swap Contracts
      We enter into foreign currency forward contracts to manage our exposure to
changes in currency exchange rates related to foreign-currency-denominated
transactions. As of September 30, 2004, the notional amount outstanding on these
contracts was $0.8 billion, compared with $1.1 billion as of December 31, 2003.
The decrease in the notional amount was primarily attributable to a decrease in
our forward contract portfolio due to contract expirations.

  EQUITY OPTION AND EQUITY SWAP CONTRACTS

     We enterentered into equity options and equity swap contracts, which arewere undesignated, to manage our exposure to changes in equity prices associated with various equity awards of previously affiliated companies. The notional amount
relating to these contracts was $28 million as of September 30, 2004, compared
with $91 million as of December 31, 2003. The decrease in the notional amount
was primarily related to swaps on 1.8 million Comcast Corporation (Comcast)
shares, which expired during 2004.

  DEBT SECURITIES

     As of September 30, 2004, the carrying value of our long-term debt
(including currently maturing long-term debt), excluding capital leases, was
$10.0 billion, compared with $13.4 billion at December 31, 2003. The market
value associated with this debt was $10.7 billion and $14.8 billion as of
September 30, 2004 and December 31, 2003, respectively. The decreases in the
carrying value and fair value of debt were primarily attributed to early debt
repurchases and scheduled repayments made inDuring the first nine monthsquarter of 2004. The
carrying value2005, all of debt with an original maturitythe previously outstanding equity awards and the related equity option and equity swap contracts expired (notional amount of less than one year
approximates market value. The fair value of long-term debt was obtained based
on quotes for these securities.

                                        13

                          AT&T CORP. AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

9.  PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS$29 million).
9. Pension, Postretirement and Other Employee Benefit Plans
      We sponsor noncontributory defined benefit pension plans covering the majority of our U.S. employees. Our postretirement benefit plans for current and certain future retirees include health-care benefits, life insurance coverage and telephone concessions.
      The following table shows the components of net periodic benefit (credit) costs for our U.S. plans:
                                 PENSION      POSTRETIREMENT         PENSION        POSTRETIREMENT
                                BENEFITS         BENEFITS           BENEFITS           BENEFITS
                              -------------   ---------------   -----------------   ---------------
                                FOR THE THREE MONTHS ENDED           FOR THE NINE MONTHS ENDED
                                       SEPTEMBER 30,                       SEPTEMBER 30,
                              -------------------------------   -----------------------------------
                              2004    2003     2004     2003     2004      2003      2004     2003
                              -----   -----   ------   ------   -------   -------   ------   ------
                                                      (DOLLARS IN MILLIONS)

Service cost -- benefits
  earned during the
  period....................  $  55   $  50    $  6     $  6    $   165   $   164   $  18    $  19
Interest cost on benefit
  obligations...............    231     236      89      100        691       706     268      266
Amortization of unrecognized
  prior service cost........     32      33      13       10         97       109      39       29
Credit for expected return
  on plan assets............   (359)   (365)    (45)     (41)    (1,078)   (1,084)   (133)    (110)
Amortization of losses......      1       1      25       22          3         3      75       59
Charges for special
  termination benefits*.....     --      --      --        4         --        --      --        4
Net curtailment loss*.......    220      --     119       --        220         9     119       --
Net settlement loss.........     --       7      --       --         --         7      --       --
                              -----   -----    ----     ----    -------   -------   -----    -----
Net periodic benefit
  (credit) cost.............  $ 180   $ (38)   $207     $101    $    98   $   (86)  $ 386    $ 267
                              =====   =====    ====     ====    =======   =======   =====    =====


- ---------------

* Included in asset impairment and net restructuring and other charges.

     On December 8,
                                                                 
    Pension   Postretirement   Pension   Postretirement 
    Benefits   Benefits   Benefits   Benefits 
                  
    For the Three Months Ended   For the Six Months Ended 
    June 30,   June 30, 
          
    2005   2004   2005   2004   2005   2004   2005   2004 
                                  
    (Dollars in millions) 
Service cost — benefits earned during the period   $ 44     $ 55     $ 4     $ 6     $ 88     $ 110     $ 8     $ 12  
Interest cost on benefit obligations     228       233       79       90       457       460       159       179  
Amortization of unrecognized prior service cost     23       33       10       13       45       65       19       26  
Credit for expected return on plan assets     (337 )     (363 )     (41 )     (44 )     (669 )     (719 )     (81 )     (88 )
Amortization of losses     16       1       23       25       40       2       45       50  
                                                 
Net periodic benefit (credit) cost   $ (26 )   $ (41 )   $ 75     $ 90     $ (39 )   $ (82 )   $ 150     $ 179  
                                                       In 2003, the Medicare Prescription Drug,Drug. Improvement and Modernization Act of 2003, (the Act) was signed into law. The Act introducesintroduced a prescription drug benefit under Medicare (Medicare Part D)D, as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit
that is at least actuarially equivalent to Medicare Part D. We are impacted by
the Act sincehealth-care benefits. In 2004, we sponsor postretirement health care plans that provide
prescription drug benefits. On May 19, 2004, the Financial Accounting Standards
Board (FASB) issued FASB Staff Position ("FSP") No. FAS 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003," which provides guidance on accounting for the
effects of the new Medicare prescription drug legislation by employers whose
prescription drug benefits are actuarially equivalent to the drug benefit under
Medicare Part D.

     We adopted FSP No. FAS 106-2 effective July 1, 2004, and have elected a
prospective application, which required the remeasurement of our postretirement
plan assets and accumulated postretirement benefit obligation (APBO) as of July
1, 2004. However, federal regulations for determining actuarial equivalence have
not yet been issued in final form, which impacts our ability to recognize the
full adoption effects of the Act. Despite the lack of final federal regulations,
we believedetermined that the prescription drug benefitsbenefit provided to a specific portion of our postretirement benefit plan participants would be deemed to bewas actuarially equivalent to Medicare Part D benefits based onD.
      In the benefits provided under the
plan. The subsidy-related reduction in the APBO related to the adoption for this
group was $161 million, which will be amortized to income over time as

                                        14

                          AT&T CORP. AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

an actuarial gain. During the thirdsecond quarter the amortization of the actuarial
gain as well as a reduction of interest cost resulted in a reduction to net
periodic postretirement benefit cost (recorded within SG&A and costs of services
and products) of approximately $6 million. As2005, we are unable to determine if thedetermined that their prescription drug benefits provided to the remaining portion of the plan participants are also actuarially equivalent to the Medicare Part D benefits until a firm
definition of actuarial equivalence is issued,and therefore, we have not recorded anyexpect to be entitled to the federal subsidy. The impact of the Act for this group.

     In connection with the restructuring charges taken in the third quarter
2004 associated with employee separations (see note 5), we recorded pension andsuch expected federal subsidy will not have a significant effect on our accumulated postretirement benefit curtailment lossesobligation and net periodic postretirement benefit cost.
Non-U.S. Plans
      Certain non-U.S. operations have varying types of $339 million. As a resultpension programs providing benefits for substantially all of their employees.
11
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
      The following table shows the plan curtailments, our pension and postretirement plans were remeasured at
September 30, 2004. The discount rate used was reduced from 6.0% at December 31,
2003 to 5.75%, while the ratecomponents of compensation increase and the health care cost
trend rate remained at 4.0% and 10.2%, respectively,net periodic benefit costs for the purposes of
determining the benefit obligations at remeasurement.

     While our occupational pension has net assets of $2.6 billion, and
therefore is overfunded, our U.S. management pension plan and nonqualified
pension plan had a total unfunded accumulated benefit obligation of $1.4 billion
as of September 30, 2004. Due to the under-funded status of these plans and as a
result of the remeasurement in September 30, 2004, we recorded an additional
minimum pension liability of $394 million. The offset to this liability was a
reduction of the intangible pension asset of $100 million and a pretax charge to
other comprehensive (loss) income of $494 million ($321 million after taxes).

10.  COMMITMENTS AND CONTINGENCIESnon-U.S. plans:
                                 
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
Service cost — benefits earned during the period   $ 5     $ 5     $ 12     $ 12  
Interest cost on benefit obligations     11       8       21       19  
Credit for expected return on plan assets     (9 )     (6 )     (18 )     (15 )
Amortization of losses     3       2       6       5  
                         
Net periodic benefit cost   $ 10     $ 9     $ 21     $ 21  
                         
10. Commitments and Contingencies
      In the normal course of business we are subject to proceedings, lawsuits and other claims, including proceedings under laws and regulations related to disputes with other carriers, environmental and other matters. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, we are unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters at SeptemberJune 30, 2004.2005. However, if these matters are adversely settled, such amounts could be material to our consolidated financial statements.

     We have been named as
      During the second quarter of 2005, we reached a defendant in a consolidated groupsettlement for $29 million, subject to final approval by the Court, of purported
securitiesthe class action lawsuits filedclaims brought by participants in our Long Term Savings Plan for Management Employees (the Plan). The lawsuit alleged we breached our fiduciary duties to the United States District Courts for
the District of New Jersey on behalf of persons who purchased shares of AT&T
common stock from October 25, 1999 through May 1, 2000. These lawsuits allege,
among other things, that during the period referenced above, we madePlan and Plan participants by making materially false and misleading statements and omittedomitting to state material facts concerning our future business prospects. A hearing for final approval is currently expected to occur in September 2005. The trial commencedsettlement of this lawsuit, did not have a material impact to the results of operations for the three and six months ended June 30, 2005.
      In 2004, following a Federal Communications Commission (FCC) ruling against a petition we filed in October 2004which we asked the FCC to decide the issue of whether certain phone-to-phone Internet protocol (IP) telephony services are exempt from paying access charges, SBC filed a lawsuit in federal district court in Missouri asserting claims that we avoided interstate and intrastate access charges. During the first quarter of 2005, AT&T and SBC settled a variety of claims and disputes between the parties, including this litigation. The settlement of all matters resulted in AT&T paying SBC approximately $60 million, which did not have a material impact on our results of operations. Recently, other carriers, including BellSouth Telecommunications, Inc (BellSouth) have filed similar lawsuits in various jurisdictions. These claims did not specify damages.
      During the second quarter of 2005, we settled and paid lawsuits brought by the trustee for the bondholders’ liquidating trust, as well as a resultpreference claim brought by creditors of recent negotiations, we settledAt Home Corporation (At Home). Under the claim for $100terms of the settlement agreement, the bondholders were paid $340 million, subjectin addition to final court approval.AT&T and Comcast Corporation (Comcast) relinquishing claims held in reserve by the At Home estate. Under the terms of a separation agreement between AT&T and itswith our former broadband subsidiary, which was spun off to Comcast in 2002, the settlement will bewas shared equally between the two parties. Accordingly, we
recognized our proportionate share of theThe settlement of $50 million in the third
quarterthis litigation did not have a material impact on our results of 2004. In addition, we recorded a $50 million receivable from Comcast
for its proportionate share. AT&T intends to seek reimbursement from its
insurersoperations for the amounts to be paid. While we deny any wrongdoingthree and remain
confident that we wouldsix months ended June 30, 2005.
      Class action lawsuits filed in California on behalf of At Home shareholders, which alleged AT&T breached fiduciary obligations, have been vindicated at the end of the trial, given the
size of the claims compared to the relatively low amount of the settlement, the
inherent riskdismissed and uncertainty of legal proceedings, and the very substantial
expense of those proceedings, this settlement was the prudent course for the
company.

     On April 21, 2004, the Federal Communications Commission (FCC) ruled
against a petition we filed in October 2002, in which we asked the FCC to
confirm that our long distance phone-to-phone Internet Protocol (IP) telephony
services are exempt from terminating access charges and lawfully terminated over
end user local services. The total interstate and intrastate access savings we
obtained on AT&T long distance phone-to-phone IP telephony services since the
first quarter of 2000 through the date of the ruling was approximately $250
million. As a result of this ruling, we began paying terminating access charges
on long distance phone-to-phone IP telephony calls.
                                        15
appeal.
12
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

     The(Unaudited) — (Continued)
      In February 2005, the FCC did not make any determination regarding the appropriateness of
retroactive application of its ruling. The FCC left the matter to be decided on
a fact specific, case-by-case basis. On April 22, 2004, SBC Communications, Inc.
(SBC) filed suit against us in federal district court in Missouri seeking
recovery of an estimated $141 million in interstate and intrastate access
charges that SBC alleges AT&T avoided by delivering long distance calls to SBC
for termination over SBC local facilities, together with interest and punitive
damages. In addition, on May 5, 2004, Qwest Corporation filed a similar
complaintruled against AT&T in federal district court in Colorado seeking "tens of
millions of dollars in access charges." While no additional lawsuits have been
filed, other incumbent local exchange carriers may assert similar claims. We
believeand its petition for a declaratory ruling that we have a number of defenses to these claims and intend to defend
against them vigorously.

     Another petition that is pending before the FCC relates to enhanced prepaid
card service. Because of the nature of our enhanced prepaid card service
(consisting firstservices is an interstate information service. Following this decision, Qwest Communication International, Inc. (Qwest) filed a lawsuit against us asserting claims for breach of a call to our prepaid card platform where the customer
interacts with advertising contentfederal and then a second call from the platform to
the called party), we pay access charges on the call to the enhanced prepaid
card platformstate tariffs, unjust enrichment, fraudulent misrepresentation and on the call from the enhanced prepaid card platform based on
the jurisdictionbreach of each call. This does not impact the amount of access charges
we pay on enhanced prepaid card calls when the persons communicating arecontract. Qwest seeks unspecified damages. Recently, other carriers, including BellSouth, have filed similar lawsuits in different states from each other and from the enhanced platform, but generally
results in lower access charges when the persons are both in the same state and
the enhanced platform is in a different state. In addition, because our prepaid
card calls are offered as an enhanced service, we do not make Universal Service
Fund (USF) contributions on revenue derived from these calls. Given that we
cannot predict with certainty how the FCC will rule on our petition, and the
FCC's recent decision to decline to address issues of retroactivity in the case
of phone-to-phone IP, it should be noted that the current classification of
AT&T's enhanced prepaid card service has generated approximately $340 million in
access savings since the third quarter of 2002, and approximately $160 million
in USF contribution savings since the beginning of 1999, compared with the cost
that would have been incurred by a basic prepaid card offering. Since these
savings have permitted us to sell prepaid cards to consumers and distributors at
prices below what otherwise would have been possible, an adverse ruling by the
FCC on the prepaid card petition would therefore increase the future cost of
providing prepaid cards and may materially adversely affect future sales of
prepaid cards, as well as potentially exposing us to retroactive liability,
penalties and interest.

     In March 2004, the United States Court of Appeals for the District of
Columbia vacated a number of recent FCC rulings made in connection with the
Triennial Review Order, including the FCC's delegation to state commissions of
decisions over impairment as applied to mass market switching and certain
transport elements. That decision was stayed until June 16, 2004. On June 4,
2004, the Court of Appeals announced it would not extend that stay. On June 9,
2004, the Office of the Solicitor General informed the FCC that it had decided
not to appeal the D.C. Circuit decision vacating the FCC's local telephone
unbundling rules. On July 22, 2004, AT&T announced that we will be shifting our
focus away from traditional consumer services, and we will no longer be
investing to acquire new residential local and stand-alone long distance
customers.

11.  SEGMENT REPORTINGvarious jurisdictions, all seeking unspecified damages.
11. Segment Reporting
      Our results are segmented according to the customers we service: AT&T Business Services and AT&T Consumer Services.

     Our existing segments reflect certain managerial changes that were
implemented during 2004. We transferred our remaining payphone business from
AT&T Consumer Services to AT&T Business Services.
      AT&T Business Services provides a variety of communication services to various sizedvarious-sized businesses and government agencies including long distance, international, toll-free and local voice, including wholesale transport services, as well as data services and Internet protocol and enhanced (IP&E) services, which includes the management of network servers and applications. AT&T Business Services also provides outsourcing solutions and other professional services.
                                        16

                          AT&T CORP. AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)
      AT&T Consumer Services provides a variety of communication services to residential customers. These services include traditional long distance voice services, such as domestic and international dial services (long distance or local toll calls where the number "1"“1” is dialed before the call) and calling card services. Transaction services, such as prepaid card and operator-assisted calls, are also offered. Collectively, these services represent stand-alone long distance services and are not offered in conjunction with any other service. AT&T Consumer Services also provides dial-up Internet services, and all distance services, which generally bundle long distance, local and local toll.
      The balance of AT&T'sour operations is included in a "Corporate“Corporate and Other"Other” group. This group primarily reflects corporate staff functions and the elimination of transactions between segments.
      Total assets for our reportable segmentseach segment include all assets, except intercompany receivables. Nearly all prepaid pension assets, taxes and corporate-owned or leased real estate are held at the corporate level and, therefore, are included in the Corporate and Other group. Capital additions for each segment include capital expenditures for property, plant and equipment, additions to internal-use software (which are included(included in other assets) and additions to nonconsolidated investments. We evaluate performance based on several factors, of which the primary financial measure is operating income.
      AT&T Business Services sells services to AT&T Consumer Services at cost-based prices. These sales are recorded by AT&T Business Services as contra-expense.

  REVENUE


                                              FOR THE THREE MONTHS      FOR THE NINE MONTHS
                                               ENDED SEPTEMBER 30,      ENDED SEPTEMBER 30,
                                              ---------------------     -------------------
                                                2004         2003        2004        2003
                                              --------     --------     -------     -------
                                                          (DOLLARS IN MILLIONS)

AT&T Business Services
     Long distance voice services...........   $2,364       $2,820      $ 7,363     $ 8,698
     Local voice services...................      390          379        1,183       1,098
                                               ------       ------      -------     -------
  Total voice services......................    2,754        3,199        8,546       9,796
     Data services..........................    1,693        1,875        5,098       5,774
     IP&E services..........................      587          550        1,705       1,548
                                               ------       ------      -------     -------
  Total data and IP&E services(1)...........    2,280        2,425        6,803       7,322
  Outsourcing, professional and other
     services...............................      611          677        1,779       2,070
                                               ------       ------      -------     -------
Total AT&T Business Services................    5,645        6,301       17,128      19,188
AT&T Consumer Services
  Stand-alone long distance voice and other
     services...............................    1,256        1,813        4,045       5,797
  Bundled services..........................      724          521        2,053       1,405
                                               ------       ------      -------     -------
Total AT&T Consumer Services................    1,980        2,334        6,098       7,202
                                               ------       ------      -------     -------
  Total reportable segments.................    7,625        8,635       23,226      26,390
                                               ------       ------      -------     -------
Corporate and Other.........................       13           14           38          40
                                               ------       ------      -------     -------
Total revenue...............................   $7,638       $8,649      $23,264     $26,430
                                               ======       ======      =======     =======


- ---------------

(1) Prior to June 30, 2004, data services revenue included all international
    managed services. Effective June 30, 2004, international managed services
    revenue was divided into data services and IP&E services, consistent with
    the classifications of domestic managed services. As a result, data services
    revenue and IP&E services revenue for prior periods have been restated to
    reflect this reclassification. Such reclassification had no impact on total
    data and IP&E services revenue, or total revenue. Adjusted for this

                                        17
13
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

    reclassification, data services revenue for the three months ended March 31,
    2004, December 31, 2003 and March 31, 2003, was $1,715 million, $1,846
    million and $1,956 million, respectively; and IP&E services revenue for the
    same periods was $553 million, $554 million and $489 million, respectively.

  RECONCILIATION OF OPERATING (LOSS) INCOME TO (LOSS) INCOME BEFORE INCOME
  TAXES, MINORITY INTEREST INCOME, NET EARNINGS (LOSSES) RELATED TO EQUITY
  INVESTMENTS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGES

(Unaudited) — (Continued)

                                                 FOR THE THREE MONTHS   FOR THE NINE MONTHS
                                                 ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                                 --------------------   -------------------
                                                    2004       2003       2004       2003
                                                 ----------   -------   ---------   -------
                                                           (DOLLARS IN MILLIONS)

AT&T Business Services.........................   $(11,095)    $ 413    $(10,860)   $1,613
AT&T Consumer Services.........................        281       503         892     1,621
                                                  --------     -----    --------    ------
  Total reportable segments....................    (10,814)      916      (9,968)    3,234
Corporate 
Revenue
                                     
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
AT&T Business Services                                
    Long distance voice services   $ 2,080     $ 2,386     $ 4,248     $ 4,999  
    Local voice services     364       404       735       793  
                         
  Total voice services     2,444       2,790       4,983       5,792  
    Data services     1,518       1,690       3,103       3,405  
    IP&E services     619       565       1,208       1,118  
                         
  Total data and IP&E services     2,137       2,255       4,311       4,523  
  Outsourcing, professional services and other     574       566       1,180       1,168  
                         
Total AT&T Business Services     5,155       5,611       10,474       11,483  
AT&T Consumer Services                                
  Stand-alone long distance voice and other services     974       1,327       1,999       2,789  
  Bundled services     619       684       1,279       1,329  
                         
Total AT&T Consumer Services     1,593       2,011       3,278       4,118  
                         
  Total reportable segments     6,748       7,622       13,752       15,601  
                         
Corporate and Other     12       14       23       25  
                         
Total revenue   $ 6,760     $ 7,636     $ 13,775     $ 15,626  
                         
Reconciliation of Operating Income to Income before Income Taxes and Other............................       (511)      (87)       (728)     (210)
                                                  --------     -----    --------    ------
Operating (loss) income........................    (11,325)      829     (10,696)    3,024
Other (expense) income, net....................        (34)       (7)       (172)       89
Interest (expense).............................       (192)     (289)       (611)     (917)
                                                  --------     -----    --------    ------
(Loss) income before income taxes, minority
  interest income, net earnings (losses)
  relatedNet Earnings Related to equity investments and cumulative
  effect of accounting changes.................   $(11,551)    $ 533    $(11,479)   $2,196
                                                  ========     =====    ========    ======
Equity Investments


  ASSETS


                                                                   AT              AT
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  2004            2003
                                                              -------------   ------------
                                                                 (DOLLARS IN MILLIONS)

AT&T Business Services......................................     $20,813        $34,202
AT&T Consumer Services......................................         777          1,062
                                                                 -------        -------
  Total reportable segments.................................      21,590         35,264
Corporate and Other*........................................      10,469         12,724
                                                                 -------        -------
Total assets................................................     $32,059        $47,988
                                                                 =======        =======


- ---------------

* Includes cash of $2.2 billion at September 30, 2004, and $4.0 billion at
  December 31, 2003.

                                        18
                                   
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
AT&T Business Services   $ 528     $ 152     $ 1,116     $ 235  
AT&T Consumer Services     489       240       1,064       611  
                         
  Total reportable segments     1,017       392       2,180       846  
Corporate and Other     (198 )     (44 )     (291 )     (217 )
                         
Operating income     819       348       1,889       629  
Other (expense) income, net     (153 )     36       (123 )     (138 )
Interest (expense)     (169 )     (191 )     (372 )     (419 )
                         
Income before income taxes and net earnings related to equity investments   $ 497     $ 193     $ 1,394     $ 72  
                         
14
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) --  (CONTINUED)

  CAPITAL ADDITIONS

(Unaudited) — (Continued)

                                             FOR THE THREE MONTHS      FOR THE NINE MONTHS
                                             ENDED SEPTEMBER 
Assets
                   
    At   At 
    June 30,   December 31, 
    2005   2004 
          
    (Dollars in millions) 
AT&T Business Services   $ 19,878     $ 20,621  
AT&T Consumer Services     615       743  
             
  Total reportable segments     20,493       21,364  
Corporate and Other*     8,588       11,440  
             
Total assets   $ 29,081     $ 32,804  
             
*  Includes cash of $1.3 billion at June 30, ENDED SEPTEMBER 30,
                                             --------------------      --------------------
                                              2004         2003         2004         2003
                                             ------      --------      -------      -------
                                                         (DOLLARS IN MILLIONS)

AT&T Business Services.....................   $391        $  995       $1,324       $2,396
AT&T Consumer Services.....................      9            14           37           55
                                              ----        ------       ------       ------
  Total reportable segments................    400         1,009        1,361        2,451
Corporate2005 and Other........................      6           198           10          210
                                              ----        ------       ------       ------
Total capital additions....................   $406        $1,207       $1,371       $2,661
                                              ====        ======       ======       ======


  GEOGRAPHIC INFORMATION


                                              FOR THE THREE MONTHS      FOR THE NINE MONTHS
                                               ENDED SEPTEMBER 30,      ENDED SEPTEMBER 30,
                                              ---------------------     -------------------
                                                2004         2003        2004        2003
                                              --------     --------     -------     -------
                                                          (DOLLARS IN MILLIONS)

Revenue(1)
United States(2)............................   $7,227       $8,258      $22,078     $25,267
International...............................      411          391        1,186       1,163
                                               ------       ------      -------     -------
Total revenue...............................   $7,638       $8,649      $23,264     $26,430
                                               ======       ======      =======     =======

                                                                   AT              AT
                                                              SEPTEMBER 30,   DECEMBER$3.0 billion at December 31, 2004            2003
                                                              -------------   ------------
                                                                 (DOLLARS IN MILLIONS)

Long-Lived Assets(3)
United States(2)............................................     $15,173        $27,758
International...............................................       1,653          1,918
                                                                 -------        -------
Total long-lived assets.....................................     $16,826        $29,676
                                                                 =======        =======
2004.


- ---------------

(1) Revenue is reported in the geographic area in which it originates.

(2) Includes amounts attributable to operations in Puerto Rico and the Virgin
    Islands.

(3) 
Capital Additions
                                   
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
AT&T Business Services   $ 387     $ 463     $ 719     $ 933  
AT&T Consumer Services     —       15       —       28  
                         
  Total reportable segments     387       478       719       961  
Corporate and Other     6       2       9       4  
                         
Total capital additions   $ 393     $ 480     $ 728     $ 965  
                         
Geographic Information
                                 
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
Revenue⁽¹⁾                                
United States⁽²⁾   $ 6,345     $ 7,242     $ 12,933     $ 14,851  
International     415       394       842       775  
                         
Total revenue   $ 6,760     $ 7,636     $ 13,775     $ 15,626  
                                          
    At   At 
    June 30,   December 31, 
    2005   2004 
          
    (Dollars in millions) 
Long-Lived Assets⁽³⁾                
United States⁽²⁾   $ 14,431     $ 14,968  
International     1,662       1,804  
             
Total long-lived assets   $ 16,093     $ 16,772  
             
⁽¹⁾ Revenue is reported in the geographic area in which it originates.
⁽²⁾ Includes amounts attributable to operations in Puerto Rico and the Virgin Islands.
⁽³⁾ Long-lived assets include property, plant and equipment, net; goodwill and other purchased intangibles, net.
15
AT&T CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
     Reflecting the dynamics of our business, we continually review our management model and structure, which may result in additional adjustments to our operating segments in the future.

12.  SUBSEQUENT EVENTS

     On October 6,
12. New Accounting Pronouncements
      In June 2005, the FASB issued FASB Staff Position FSP FAS No. 143-1, “Accounting for Electronic Equipment Waste Obligations,” to address the accounting for obligations associated with the Directive on Waste Electrical and Electronic Equipment (the Directive) issued by the European Union (EU). The Directive was enacted on February 13, 2003, and directs EU-member countries to adopt legislation to regulate the collection, treatment, recovery, and environmentally sound disposal of electrical and electronic waste equipment. The Directive concludes that commercial users are obligated to retire, in an environmentally sound manner, specific assets that qualify as historical waste. FAS 143-1 is effective for reporting periods ending after June 8, 2005, which is June 30, 2005 for us, or the date of adoption of the Directive by the applicable EU-member countries, if later. We have evaluated the impact to our operations in EU countries that have adopted legislation and have deemed these costs to be immaterial. We will continue to evaluate the impact as other EU-member countries enact legislation. However, if the remaining EU-member countries enact similar legislation, we do not expect a material impact to our results of operations.
      In March 2005, the FASB issued FASB Interpretation (FIN) 47, “Accounting for Conditional Asset Retirement Obligations,” an interpretation of SFAS No. 143, “Accounting for Asset Retirement Obligations.” FIN 47 clarifies that the termconditional asset retirement obligation, as used in SFAS No. 143, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and/or method of settlement. FIN 47 requires an entity to recognize a liability for the fair value of the conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. FIN 47 is effective for fiscal years ending after December 15, 2005, which is December 31, 2005 for us; however, earlier application is permitted. We are currently evaluating the impact of FIN 47 on our results of operations, financial position and cash flows.
      In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” which requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Additional guidance to assist in the initial interpretation of this revised statement was subsequently issued by the SEC in Staff Accounting Bulletin No. 107. SFAS No. 123 (revised 2004) eliminates the alternative of using APB Opinion No. 25 intrinsic value method of accounting that was provided for in SFAS No. 123 as originally issued. Effective January 1, 2003, we entered intoadopted the fair value recognition provisions of original SFAS No. 123 on a $1.0 billion syndicated 364-day
credit facility led by J.P. Morgan Securities Inc., Citigroup Global Markets
Inc.prospective basis and Bancwe began to record stock-based compensation expense for all employee awards (including stock options) granted or modified after January 1, 2003, using the nominal vesting approach. Had we used the non-substantive vesting method, which will be required upon adoption, our results of America Securities LLCoperations would not have been materially different from those reported in the first half of 2005 and 2004. Adoption of the revised standard will require that replaced our existing $2.0 billion
facility.

                                        19


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

                          we begin to recognize expense for unvested awards issued prior to January 1, 2003. Additionally, this standard requires that estimated forfeitures be considered in determining compensation expense. For equity awards other than stock options, we have not previously included estimated forfeitures in determining compensation expense. Accordingly, the difference between the expense we have recognized to date and the compensation expense as calculated considering estimated forfeitures will be reflected as a cumulative effect of accounting change upon adoption. Further, SFAS No. 123 (revised 2004) requires that excess tax benefits be recognized as an addition to paid-in capital and amends SFAS No. 95, “Statement of Cash Flows,” to require that the excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. SFAS No. 123 (revised 2004) is effective for annual periods beginning after June 15, 2005, which is January 1, 2006 for us. We intend to elect a modified prospective adoption beginning in the first
16
AT&T CORP. AND SUBSIDIARIES

FORWARD-LOOKING
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
quarter of 2006 and do not anticipate that the adoption of SFAS No. 123 (revised 2004) will have a material impact on our results of operations.
      In December 2004, the FASB issued FASB Staff Position FSP FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004,” which provides guidance on the accounting and disclosure requirements for the repatriation provision of the Act. The Act creates a one-time tax incentive for U.S. corporations to repatriate accumulated income earned abroad by providing a tax deduction of 85% of dividends received for certain foreign earnings that are repatriated. In an effort to assist taxpayers with the interpretation of the repatriation provision of the Act, in May 2005, the United States Department of Treasury issued detailed guidance on certain technical aspects that required clarification. The deduction remains dependent upon a number of requirements and the amount of the deduction is subject to potential local country restrictions on remittances, as well as to management’s decisions with respect to any repatriation. Based upon the new guidance issued in second quarter of 2005, we are considering possible qualifying dividend remittances of approximately $0.1 billion, which, after consideration of deferred taxes previously provided on foreign earnings, we estimate would result in a one-time income tax benefit in 2005 of approximately $10 million. We expect to complete our evaluation of the impact of the Act during 2005.
17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
AT&T CORP. AND SUBSIDIARIES
Forward-Looking Statements
      This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies, capital and other expenditures, competitive positions, availability of capital, growth opportunities for new and existing products, benefits from new technologies, availability and deployment of new technologies, plans and objectives of management, mergers and acquisitions, and other matters.
      Statements in this document that are not historical facts are hereby identified as "forward-looking statements"“forward-looking statements” for the purpose of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words "estimate," "project," "intend,"
"expect," "believe," "plan,"“estimate,” “project,” “intend,” “expect,” “believe,” “plan,” and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Any Form 10-K, Annual Report to Shareholders, Form 10-Q or Form 8-K of AT&T Corp. may include forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements have been made and may in the future be made by or on behalf of AT&T, including with respect to the matters referred to above. These forward-looking statements are necessarily estimates, reflecting the best judgment of senior management that rely on a number of assumptions concerning future events, many of which are outside of our control, and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this document. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation:

     - the impact of existing, new and restructured competitors in the markets
       in which we compete, including competitors that may offer less expensive
       products and services, desirable or innovative products, technological
       substitutes, or have extensive resources or better financing,

     - the impact of oversupply of capacity resulting from excessive deployment
       of network capacity,

     - the ongoing global and domestic trend toward consolidation in the
       telecommunications industry, which may have the effect of making the
       competitors of these entities larger and better financed and afford these
       competitors with extensive resources and greater geographic reach,
       allowing them to compete more effectively,

     - the effects of vigorous competition in the markets in which we operate,
       which may decrease prices charged and change customer mix and
       profitability,

     - the ability to establish a significant market presence in new geographic
       and service markets,

     - the availability and cost of capital,

     - the impact of any unusual items resulting from ongoing evaluations of our
       business strategies,

     - the requirements imposed on us or latitude allowed to competitors by the
       Federal Communications Commission (FCC) or state regulatory commissions
       under the Telecommunications Act or other applicable laws and
       regulations,

     - the effects of our announcement that we will stop investing in
       traditional consumer services and will no longer compete for residential
       local and stand-alone long distance customers,

     - the validity or invalidity of portions of the FCC's Triennial Review
       Order, and the Office of the Solicitor General's decision not to appeal
       the United States Court of Appeals for the District of Columbia's action
       to vacate various related FCC rulings,

                                        20


     - the risks associated with technological requirements; wireless, internet,
       Voice over Internet Protocol (VoIP) or other technology substitution and
       changes; and other technological developments,

     - the risks associated with the repurchase by us of debt or equity
       securities, which may adversely affect our liquidity or creditworthiness,

     - the results of litigation filed or to be filed against us, and

     - 
•  the impact of existing, new and restructured competitors in the markets in which we compete, including competitors that may offer less expensive products and services, desirable or innovative products, technological substitutes, or have extensive resources or better financing,
•  the impact of oversupply of capacity resulting from excessive deployment of network capacity,
•  the ongoing global and domestic trend toward consolidation in the telecommunications industry, which may have the effect of making the competitors of these entities larger and better financed and afford these competitors with extensive resources and greater geographic reach, allowing them to compete more effectively,
•  the effects of vigorous competition in the markets in which we operate, which may decrease prices charged and change customer mix and profitability,
•  the ability to establish a significant market presence in new geographic and service markets,
•  the availability and cost of capital,
•  the impact of any unusual items resulting from ongoing evaluations of our business strategies,
•  the requirements imposed on us or latitude allowed to competitors by the Federal Communications Commission (FCC) or state regulatory commissions under the Telecommunications Act or other applicable laws and regulations,
•  the invalidity of portions of the FCC’s Triennial Review Order,
•  the risks associated with technological requirements; wireless, Internet, Voice over Internet Protocol (VoIP) or other technology substitution and changes; and other technological developments,
18
•  the risks associated with the repurchase by us of debt or equity securities, which may adversely affect our liquidity or creditworthiness,
•  the uncertainties created by the proposed acquisition of our company by SBC Communications, Inc.,
•  the impact of the significant recent reductions in the number of our employees,
•  the results of litigation filed or to be filed against us, and
•  the possibility of one or more of the markets in which we compete being impacted by changes in political, economic or other factors, such as monetary policy, legal and regulatory changes, war terrorism or other external factors over which we have no control.
      The discussion and analysis that follows provides information management believes is relevant to an assessment and understanding of AT&T's&T’s consolidated results of operations for the three and ninesix months ended SeptemberJune 30, 20042005 and 2003,2004, and financial condition as of SeptemberJune 30, 20042005 and December 31, 2003.

OVERVIEW2004.
19
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
      AT&T Corp. (AT&T) is among the world'sworld’s communications leaders, providing voice and data communications services to large and small businesses, consumers and government agencies. We provide domestic and international long distance, regional and local communications services, data and Internet communications
services.

     Our operating environment in 2004 remains competitive
Critical Accounting Estimates and challenging.
During the first nine months of 2004, we continued to see the effects of
industry oversupply and the associated impacts on pricing behavior in the
business marketplace. Competitive pricing continued to drive down the average
price per minute in both the retail and wholesale long distance voice
businesses. This, coupled with a continued mix shift from higher priced retail
minutes to lower priced wholesale minutes, will persist in pressuring AT&T
Business Services revenue and margin performance. Similarly, data services
revenue continues to be negatively impacted by competitive pricing pressure and
weak demand.

     AT&T Consumer Services also continues to be negatively impacted by
competition and substitution (consumers using wireless or Internet services in
lieu of a wireline call). Additionally, while we have experienced some success
with our bundled offers, recent regulatory developments have resulted in the
reassessment of our consumer acquisition initiatives as discussed below, and
while we will continue to provide our existing customers with quality service,
we will no longer invest to acquire new customers.

     Despite the operating environment, we remain focused on controlling our
costs and have made substantial progress in areas such as headcount reductions.
We are continuing to invest in our business prudently, focusing on making the
necessary investments in automation and process improvements. We have continued
to reduce debt levels and we believe the strength of our balance sheet will
continue to provide us with the flexibility to make investments in our business.

     However, recent changes in regulatory policy governing local service have
forced us to reassess the way we do business. As a result, in July 2004, we
announced a strategic change in our business focus away from traditional
consumer services such as wireline residential services, and we will no longer
be investing to acquire new residential local and stand-alone long distance
customers. We plan to concentrate our investments going forward on business
markets and emerging technologies. As a result of this change, we performed an
evaluation of our long-lived assets. Reflective of sustained pricing pressure
and the evolution of services toward newer technologies in the business market
as well as changes in the regulatory environment, it was determined that an
impairment charge of $11.4 billion was necessary in the third quarter of 2004.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTSJudgments
      The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. Management bases its 21
estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
      For a discussion of the critical accounting estimates we identified that we believe require significant judgment in the preparation of our consolidated financial statements, please refer to AT&T's&T’s Form 10-K10-K/ A for the year ended December 31, 2003.

CONSOLIDATED RESULTS OF OPERATIONS

  REVENUE

2004.
Consolidated Results of Operations

                                              FOR THE THREE MONTHS      FOR THE NINE MONTHS
                                               ENDED SEPTEMBER 30,      ENDED SEPTEMBER 30,
                                              ---------------------     -------------------
                                                2004         2003        2004        2003
                                              --------     --------     -------     -------
                                                          (DOLLARS IN MILLIONS)

AT&T Business Services......................   $5,645       $6,301      $17,128     $19,188
AT&T Consumer Services......................    1,980        2,334        6,098       7,202
Corporate and Other.........................       13           14           38          40
                                               ------       ------      -------     -------
Total revenue...............................   $7,638       $8,649      $23,264     $26,430
                                               ======       ======      =======     =======
Revenue
                                 
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
AT&T Business Services   $ 5,155     $ 5,611     $ 10,474     $ 11,483  
AT&T Consumer Services     1,593       2,011       3,278       4,118  
Corporate and Other     12       14       23       25  
                         
Total revenue   $ 6,760     $ 7,636     $ 13,775     $ 15,626  
                               Total REVENUE revenuedecreased $1.0$0.9 billion, or 11.7%11.5%, in the thirdsecond quarter of 2004,2005 and decreased $3.2$1.9 billion, or 12.0%11.8%, in the nine months ended September
30, 2004,first half of 2005, compared with the same periods in 2003. Theof 2004. These decreases were primarily driven by continued declines in stand-alone long distance voice revenue of approximately $1.0$0.7 billion in the thirdsecond quarter of 2004,2005 and $3.0$1.5 billion in the nine months ended September 30, 2004,first half of 2005, compared with the same periods in 2003.of 2004. These declines arewere reflective of increased competition, which has led to lower prices, and loss of market share a decline in AT&T Consumer Services and small- and medium-sized business retail volumes, the
impact of substitution, and consumer migration to lower priced products and
calling plans.markets. In addition, stand-alone long distance revenue was negatively impacted by substitution. Total long distance voice volumes (including long distance volumes sold as part of a bundled product) decreased approximately 6% for5% in the thirdsecond quarter of 20042005 and approximately 4% for6% in the nine months ended September
30, 2004,first half of 2005, compared with the respective periods in 2003,of 2004, primarily due to declines in consumer and business retail and consumer long distance volumes, partially offset
by growth in lower-priced business wholesale.volumes. Also contributing to the overall revenue decline was lower data services revenue of $0.2 billion in the thirdsecond quarter of 2004,2005 and $0.7$0.3 billion in the ninesix months ended SeptemberJune 30, 2004,2005, compared with the respective periods in 2003,of 2004, primarily driven by competition, which has
led to declining pricescompetitive pricing pressure and customer losses primarily in bandwidth and packet
services, as well as weak demand, primarily in bandwidth services.

     Partially offsetting the declines in stand-alone long distance voice and
data revenue was an increase in bundled services revenue (primarily local and
long distance voice) at AT&T Consumer Services of $0.2 billion in the third
quarter of 2004, and $0.6 billion in the nine months ended September 30, 2004,
compared with the same periods in 2003, resulting from continued subscriber
growth.technology migration.
      Revenue by segment is discussed in greater detail in the Segment Results section.

                                        22


  OPERATING EXPENSES

20
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)

                                                FOR THE THREE MONTHS    FOR THE NINE MONTHS
                                                 ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                                ---------------------   --------------------
                                                   2004        2003       2004        2003
                                                ----------   --------   ---------   --------
                                                           (DOLLARS IN MILLIONS)

Access and other connection...................   $  2,411     $2,785    $  7,530    $ 8,191
Costs of services and products................      1,783      1,954       5,406      5,923
Selling, general and administrative...........      1,653      1,793       5,160      5,551
Depreciation and amortization.................        647      1,224       3,128      3,607
Asset impairment and net restructuring and
  other charges...............................     12,469         64      12,736        134
                                                 --------     ------    --------    -------
Total operating expenses......................   $ 18,963     $7,820    $ 33,960    $23,406
                                                 ========     ======    ========    =======
Operating (loss) income.......................   $(11,325)    $  829    $(10,696)   $ 3,024
Operating margin..............................     (148.3)%      9.6%      (46.0)%     11.4%
Expenses
                                 
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
Access and other connection   $ 2,390     $ 2,481     $ 4,794     $ 5,119  
Costs of services and products     1,560       1,759       3,188       3,623  
Selling, general and administrative     1,325       1,763       2,602       3,507  
Depreciation and amortization     630       1,231       1,266       2,481  
Asset impairment and net restructuring and other charges     36       54       36       267  
                         
Total operating expenses   $ 5,941     $ 7,288     $ 11,886     $ 14,997  
                         
Operating income   $ 819     $ 348     $ 1,889     $ 629  
Operating margin     12.1 %     4.6 %     13.7 %     4.0 %      Included within ACCESS AND OTHER CONNECTION EXPENSES access and other connection expensesare costs we pay to connect calls using the facilities of other service providers, as well as the Universal Service Fund contributions and per-line charges mandated by the FCC.Federal Communications Commission (FCC). We pay domestic access charges to local exchange carriers to complete long distance calls carried across the AT&T network and originated or terminated on a local exchange carrier'scarrier’s network. We also pay local connectivity charges for leasing components of local exchange carrier networks in order to provide local service to our customers. International connection charges paid to telephone companies
outside of the United States to connect international calls are also included within access and other connection expenses. Universal Service Fund contributions are charged to all telecommunications carriers by the FCC based on a percentage of state-to-state and international services revenue to provide affordable services to eligible customers. In addition, the FCC assesses charges on a per-line basis. Since most of the Universal Service Fund contributions and per-line charges are passed through to the customer, a reductionchange in these expensesrates generally results in a corresponding reductionchange in revenue.
      Access and other connection expenses decreased $0.4$0.1 billion, or 13.5%3.7%, in the thirdsecond quarter of 20042005 and declined $0.7$0.3 billion, or 8.1%6.3%, for the nine
months ended September 30, 2004,first half of 2005, compared with the same periods of 2003.
Domestic2004. These declines were primarily attributable to lower volumes relating to domestic access and local connectivity charges for the third quarter and year-to-date period of 2003
included a $0.1 billion access expense adjustment to reflect the proper estimate
of liability relating to access costs incurred in 2001 and 2002 (see note 3 to
the consolidated financial statements). Excluding this adjustment, domestic
access charges declined $0.3$0.2 billion for the thirdsecond quarter primarilyof 2005 and the first half of 2005, respectively. In addition, the declines were due to lower volumes, lower Universal Service Fund contributions resulting from the
decline in long distance revenue, and changes in product mix (including whether
calls are interstate versus intrastate). Also contributing to the quarterly
decline were loweraverage rates, including the impact of settlements, resultingas well as changes in part
fromproduct and country mix relating to domestic access and international connection charges, totaling $0.1 billion for the second quarter of 2005 and $0.2 billion for the year-to-date period. The decreased rates reflect a greater proportion of calls that have non-access incurring terminations (such as when a call terminates over our own network or over a leased line), as well as fromthe impact of rate negotiations and more efficient network usage. Excluding the
third quarter 2003 access expense adjustment, domestic access charges declined
$0.8 billion for the year-to-date period, primarily due to lowerThese declines were partially offset by an increase in Universal Service Fund contributions changes in product mix, lower rates, as well as
reduced volumes. The year-to-date declines in domestic access charges were
partially offset by increased local connectivity costs of $0.2$0.1 billion primarily as a resultfor the second quarter and the first half of subscriber increases2005 due to new state entrieshigher assessable revenue.
Costs of services and increased penetration into existing states.

     COSTS OF SERVICES AND PRODUCTS productsinclude the costs of operating and maintaining our networks, the provision for uncollectible receivables and other service-related costs, including cost of equipment sold.
      Costs of services and products decreased $0.2 billion, or 8.7%11.3%, in the thirdsecond quarter of 20042005 and declined $0.5$0.4 billion, or 8.7%12.0%, infor the nine months
ended September 30, 2004,first half of 2005, compared with the comparable prior year periods. Thesame periods of 2004. These declines were primarily driven by the overall impact of lower revenue and
related costs, including cost cutting initiatives. Also contributing to the
decline was a lower provision for uncollectible receivables,

                                        23
 resulting from improved collections and lower revenue. Partially offsetting
these declinesAlso contributing to the decline was the overall impact of a weak U.S. dollar.

     SELLING, GENERALcost cutting initiatives, primarily headcount reductions, as well as lower revenue.
21
AT&T CORP. AND ADMINISTRATIVE (SG&A) EXPENSES SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
Selling, general and administrative expensesdecreased $0.1$0.4 billion, or 7.7%24.8%, in the thirdsecond quarter of 20042005, and declined $0.4$0.9 billion, or 7.0%25.8%, infor the nine months ended September 30, 2004,first half of 2005, compared with the comparable prior year
periods.same periods of 2004. These declines were primarily attributable to cost control efforts
throughout AT&T, as well as reduced customer care volumes at AT&T Consumer
Services resulting from a reduction in the number of residential customers. Cost
control efforts included headcount reductions as well as continued process
improvements. The quarterly decline also reflected the impact of lower marketing and customer acquisition spending of $0.3 billion in the second quarter of 2005 and $0.5 billion for the first half of 2005, primarily as a result of our strategic decision in the third quarter of 2004 to shift our focus away from traditional consumer services, somewhat offset by increased advertisingservices. In addition, the declines reflect cost control efforts throughout AT&T, as well as lower costs resulting from decreased customer levels, totaling $0.2 billion and marketing spending on new
initiatives, primarily on our Voice over Internet Protocol (VoIP) offering. The$0.5 billion for the three and six months ended June 30, 2005, respectively. Cost control efforts included headcount reductions, as well as continued process improvements. These declines in both periods were partially offset by a $50 million legal accrual
recorded in the third quarter of 2004, associated with the settlement of the
AT&T shareholder class action lawsuit (see note 10increased costs relating to the consolidated financial
statements).

     DEPRECIATION AND AMORTIZATION EXPENSES pending merger with SBC of $0.1 billion for the second quarter and first half of 2005.
Depreciation and amortization expensesdecreased $0.6 billion, or 47.2%48.8%, in the thirdsecond quarter of 20042005, and declined $0.5$1.2 billion, or 13.3%49.0%, infor the nine
months ended September 30, 2004,first half of 2005, compared with the same periods in 2003.of 2004. These decreases were primarily attributable to asset impairment charges of $11.4 billion takenrecorded in the third quarter of 2004, which decreased depreciation and amortization expense by approximately $0.5 billion. We expect that depreciation
and amortization expense will be similarly impactedbillion in the fourthsecond quarter of 2004.2005 and $1.1 billion in the first half of 2005. Capital expenditures were $0.4 billion and $1.2$0.5 billion for the three months ended SeptemberJune 30, 20042005 and 2003,2004, respectively, and were $1.4$0.7 billion and $2.7$1.0 billion for the ninesix months ended SeptemberJune 30, 20042005 and 2003,2004, respectively. We continue to focus the majority of our capital spending on our advanced services offerings of Internet protocol and enhanced (IP&E) services and data services, both of which include managed services.

     In the third quarter of 2004, ASSET IMPAIRMENT AND NET RESTRUCTURING AND
OTHER CHARGES of $12,469 million were comprised of $11,389 million of asset
impairment charges and $1,080 million of net business restructuring and other
charges. Charges in the amount of $11,859 million were recorded in AT&T Business
Services, $188 million in AT&T Consumer Services and $422 million in the
Corporate and Other group.

     In July 2004, we announced a strategic change in our business focus away
from traditional consumer services and towards business markets and emerging
technologies. As a result of this strategic change, we performed an evaluation
of our long-lived assets, including property, plant and equipment (PP&E) and
internal-use software (IUS) (the asset group) as of July 1, 2004, as this
strategic change created a "triggering event" necessitating such a review. In
assessing impairments of long-lived assets we follow the provisions of Statement
of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." We operate an integrated telecommunications
network; therefore, we performed our testing of the asset group at the entity
level, as this is the lowest level for which identifiable cash flows are
available.

     In performing the test, we determined that the total of the expected future
undiscounted cash flows directly related to the existing service potential of
the asset group was less than the carrying value of the asset group; therefore,
an impairment charge was required. The impairment charges of $11,389 million
represented the difference between the fair values of the asset group and its
carrying values and are included within asset
Asset impairment and net restructuring and other chargesof $36 million for the three and six months ended June 30, 2005, consisted of $45 million of facility closing reserves and a related $5 million asset impairment charge in connection with leasehold improvements in these facilities. These activities were partially offset by the net reversal of $14 million of excess preexisting business restructuring liabilities.
      The $45 million of facility closing reserves were associated with the continued consolidation of our real estate portfolio and reflected the present value of contractual lease obligations, net of estimated sublease income, associated with vacant facilities primarily resulting from workforce reductions. Facility closing charges of $43 million were recorded in the consolidated statements of operations. The impairment
charges resulted from sustained pricing pressureCorporate and Other group and $2 million in AT&T Business Services. Additionally, the evolution of services
toward newer technologies in the business market as well as changes in the
regulatory environment, which led to a shift away from traditional consumer
services.Corporate and Other group and AT&T Business Services recorded $2 million and $3 million, respectively, of leasehold improvement impairment chargescharges.
      During the second quarter, management reevaluated preexisting business restructuring reserves and determined the actual or revised estimates of $11,330 millionseparation and related benefit payments differed from the estimates initially made, resulting in reductions to PP&Ea net reversal of $11,023$14 million. AT&T Business Services recorded $23 million IUS of $287 million, other
purchased intangibles of $15 millionthe reversal and other long-lived assets of $5the Corporate and Other group recorded $1 million. AT&T Consumer Services recorded an additional $10 million as a result of this review. The adjustment to these reserves did not result from changes to the actual or planned headcount separations.
      Asset impairment and net restructuring and other charges of $59$54 million resulting in
reductions to PP&Efor the three months ended June 30, 2004, consisted primarily of $11 million and IUS of $48 million.

                                        24


     We calculated the fair value of our asset group using discounted cash
flows. The discounted cash flows calculation was made utilizing various
assumptions and estimates regarding future revenue, expenses and cash flows
projections through 2012. The time horizon was determined based on the estimated
remaining useful life of the primary assets in the asset group; the primary
assets are those from which the most significant cash flows are generated,
principally consisting of the transport central office equipment. Pursuant to
SFAS No. 144, the forecasts were developed without contemplation of investments
in new products. The 10% discount rate utilized was determined, using a weighted
average cost of capital (debt and equity) and was more heavily weighted towards
debt given that the asset group, which primarily consists of tangible assets,
can be financed with a larger proportion of debt. When allocating the impairment
to the asset categories, market values were utilized, to the extent
determinable, to ensure that no asset category was impaired below its fair
value.

     The use of different assumptions within our discounted cash flows model
when determining fair value, including the selection of the discount rate, could
result in different valuations for our long-lived assets. For every percentage
point difference in the discount rate selected, the amount of the impairment
would have increased or decreased by approximately $0.4 billion.

     The strategic change in business focus also created a "triggering event"
for a review of our goodwill. We follow the provisions of SFAS No. 142,
"Goodwill and Other Intangible Assets" for determining impairments. SFAS No. 142
indicates that if other types of assets (in addition to goodwill) of a reporting
unit are being tested for impairment at the same time as goodwill, then those
assets are to be tested for impairment prior to performing the goodwill
impairment testing. Accordingly, the impairment charges noted above reduced the
carrying value of the reporting units when performing the impairment test for
goodwill.

     The goodwill impairment test requires us to estimate the fair value of our
overall business enterprise down to the reporting unit level. Our reporting
units are AT&T Business Services and AT&T Consumer Services. We estimated fair
value using both a discounted cash flows model, as well as an approach using
market comparables, both of which are weighted equally to determine fair value.
Under the discounted cash flows method, we utilized estimated long-term revenue
and cash flows forecasts, as well as assumptions of terminal value, together
with an applicable discount rate, to determine fair value. Under the market
approach, fair value was determined by comparing our reporting units to similar
businesses (or guideline companies). We then compared the carrying value of our
reporting units to their fair value. Since the fair value of our reporting units
exceeded their carrying amounts, no goodwill impairment charge was recorded.

     The net business restructuring activities of $1,080 million for the third
quarter of 2004 consisted of $1,043 million forassociated with employee separations (of which
$339 million related to benefit plan curtailment costs) and $37 million of
facility closing obligations.

     This exit plan will impact approximately 11,200 employees (the majority of
which will be involuntary) across the company.AT&T Business Services. This activity resulted from the continued integration and automation of various functions within network operations, andas well as reorganizations throughout our strategic change in focus away from traditional consumer
services and towards business markets and emerging technologies. Approximately
60 percent of the employees impacted by thisnon-U.S. operations. This exit plan areimpacted approximately 625 employees (more than half of which were involuntary), approximately 35% of whom were managers.

     Facility
      Asset impairment and net restructuring and other charges of $267 million for the six months ended June 30, 2004, were comprised of business restructuring obligations of $145 million, primarily related to AT&T Business Services and real estate impairment charges of $122 million included in the Corporate and Other group.
22
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
      The business restructuring obligations consisted of $104 million of separation costs and $41 million of facility closing obligations. The separations, of which slightly less than half were managers, were primarily involuntary and impacted approximately 1,405 employees as a result of integration and automation of various functions within network operations, as well as reorganizations throughout our non-U.S. operations. The facility closing reserves of $37 million arewere primarily associated with the
continued consolidation of our real estate portfolio and reflectreflected the present value of contractual lease obligations, net of estimated sublease income, associated with vacant facilities resulting from workforce reductions and network equipment space that will not be used by AT&T.

     Asset impairment and net restructuring and other charges of $12,736 million
for the nine months ended September 30, 2004, were comprised of $11,511 million
of asset impairments and $1,225 million in net business restructuring and other
obligations. In this period, charges in the amount of $12,002 million were
recorded in AT&T Business Services, $189 million in AT&T Consumer Services and
$545 million in the Corporate and Other group.used.
      The asset impairment charges of $11,511 million primarily reflect the third
quarter asset impairments of $11,389 million as discussed above. In addition, we
recorded real estate impairment charges of $122 million
                                        25


related toresulted from the decision made during the first quarter of 2004 to divest five owned properties in an effort to further reduce costs and consolidate our real estate portfolio. In accordance with SFAS No. 144, anThe impairment charge was recorded within the Corporate and Other group to reduce the book value of the five properties to fair market value based on third party assessments (including broker appraisals). The sales of these properties have been completed.

     The net restructuring obligations of $1,225 million for the nine months
ended September 30, 2004, were primarily comprised of $1,147 million of net
employee separations (of which $339 million related to benefit plan curtailment
costs) and $78 million of facility closing obligations. These exit plans will
impact approximately 12,600 employees (the majority of which will be
involuntary) across the company. These activities resulted from the continued
integration and automation of various functions within network operations,
reorganizations throughout our non-U.S. operations, and our strategic change in
focus away from traditional consumer services and towards business markets and
emerging technologies. Nearly one-halfsale of the employees impacted by these exit
plans are managers. About 13%properties was completed in 2004.
Operating incomeincreased $0.5 billion, or 135.4%, in the second quarter of the affected employees had left their positions
as of September 30, 2004. We anticipate about two-thirds of the affected
employees will be notified or will leave their positions by the end of 2004,
with the remaining employees to be notified during 2005 and anticipated to exit
our business by the end of 2005. These exit plans are not expected to yield cash
savings (net of severance benefit payouts)increased $1.3 billion, or a benefit to operating income (net
of the restructuring charge recorded) in 2004; however, we expect to realize
approximately $1.2 billion of annual cash savings and benefit to operating
income in subsequent years, upon completion of the exit plans.

     The facility closing reserves of $78 million are primarily associated with
the consolidation of our real estate portfolio and reflect the present value of
contractual lease obligations, net of estimated sublease income, associated with
vacant facilities resulting from workforce reductions and network equipment
space that will not be used by AT&T.

     Asset impairment and net restructuring and other charges for the three and
nine months ended September 30, 2003 were $64 million and $134 million,
respectively. The charges in both periods primarily reflected separation costs
associated with our management realignment efforts. Partially offsetting these
activities was the reversal of $11 million of sales obligation liabilities
recorded in a prior year, associated with the disposition of AT&T Communications
(U.K.) Ltd, where the liabilities incurred were below the original estimate.

     OPERATING (LOSS) INCOME declined to a loss of $11.3 billion from income of
$0.8 billion200.5%, in the third quarterfirst half of 2004 and declined to a loss of $10.7
billion from income of $3.0 billion in the nine months ended September 30, 2004,2005, compared with the same periods in 2003. Operating income for the three and nine
months ended September 30, 2004, included asset impairment and net restructuring
and other charges of $12.5 billion and $12.7 billion, respectively, compared
with $0.1 billion for both the comparable prior year periods.2004. As a result of the third quarter 2004 asset impairment charges, operating income for the three and ninesix months ended SeptemberJune 30, 2004,2005 included a $0.5 billion benefitand $1.1 billion, respectively, of benefits due to lower depreciation on assets impaired. Excluding the impactsimpaired assets.Operating margin improved 7.5 percentage points in the second quarter of 2005 and 9.7 percentage points in the first half of 2005, compared with the same periods of 2004. The benefits due to lower depreciation positively impacted the margins for the three and six months ended June 30, 2005 by 8.1 points and 7.9 points, respectively. Deal costs relating to the pending merger with SBC and the second quarter 2005 asset impairment and net restructuring and other charges negatively impacted operating margins for both periods, OPERATING
MARGIN declined 2.3 percentage pointsthe three and six months ended June 30, 2005. Asset impairment and net restructuring and other charges also negatively impacted the three and six months ended June 30, 2004 operating margins. The remaining operating margin improvements in the thirdsecond quarter and first half of 2004 and declined
5.5 percentage points in the year-to-date period. The margin declines2005 were primarily dueattributable to decreased revenue coupled with a slower rateimproved margins in AT&T Consumer Services resulting primarily from greater rates of decline in operating expenses. This reflected pricing pressures, substitutionselling, general and a shift
fromadministrative expenses in relation to revenue, partially offset by lower margins in AT&T Business Services, which were primarily reflective of the declining higher-margin businesslong distance retail voice and data services and residential long
distance servicesbusinesses coupled with a shift to lower-margin services, including advanced services and
business wholesale. In addition, the 2003 margins were negatively impacted by a
$0.1 billion access expense adjustment.


                                                 FOR THE THREE MONTHS    FOR THE NINE MONTHS
                                                  ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                                 ---------------------   --------------------
                                                  2004           2003     2004          2003
                                                 ------         ------   -------       ------
                                                            (DOLLARS IN MILLIONS)

Other (expense) income, net....................   $(34)           $(7)    $(172)         $89


     OTHER (EXPENSE) INCOME, NET, products. See Segment Results section for more details.
                                 
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
Other (expense) income, net   $ (153 )   $ 36     $ (123 )   $ (138 )Other (expense) income, net,in the thirdsecond quarter of 20042005 was expense of $34 million$0.2 billion compared with expenseincome of $7$36 million in the thirdsecond quarter of 2003.2004. The unfavorable variance was primarily due to an

                                        26


impairment$0.2 billion of losses associated with the early repurchase of long-term debt in 2005. Other (expense) income, net, for the first half of 2005 compared with the same period of 2004 of our investment in leveraged leases of certain aircraft as
a result of financial difficulties in the airline industry, and lower investment
related income and net gains on sales of businesses and investments, which
aggregated $89 million. Partially offsetting this unfavorable variance was $56
million inrelatively flat, reflecting lower losses on early repurchases of long-term debt.

     Other (expense) income, net, in the nine months ended September 30, 2004
was expense of $172 million compared with income of $89 million in the nine
months ended September 30, 2003. The unfavorable variance was primarily
attributed to $216 million of higher losses on the early repurchase of long-term
debt, in the first nine months of 2004 compared to the comparable period in 2003.
Also, in 2004, investment related income and net gains on sales of businesses
and investments declined $105 million, compared with the nine months ended
September 30, 2003. Partially offsetting these unfavorable differenceswhich were largely offset by settlements in the first nine months of 2004 associated with businesses
previously disposed.business dispositions and legal settlements.
      We continue to hold $0.6$0.5 billion of investments in leveraged leases, including leases of commercial aircraft, which we lease to domestic airlines, as well as to aircraft relatedaircraft-related companies. Should the financial difficulties in the U.S. airline industry lead to further bankruptcies or lease restructurings, we could record additional losses associated with our aircraft lease portfolio. In addition, in the event of bankruptcy or
23
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
renegotiation of lease terms, if any portion of the non-recourse debt is canceled, such amounts would result in taxable income to AT&T and, accordingly, a cash tax expense.
                                                  FOR THE THREE MONTHS   FOR THE NINE MONTHS
                                                  ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                                  --------------------   -------------------
                                                   2004         2003      2004        2003
                                                  -------      -------   -------     -------
                                                            (DOLLARS IN MILLIONS)

Interest (expense)..............................   $(192)       $(289)    $(611)      $(917)


     INTEREST (EXPENSE) 
                                 
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
Interest (expense)   $ (169 )   $ (191 )   $ (372 )   $ (419 )Interest (expense)decreased 33.7%11.2%, or $0.1 billion,$22 million, in the thirdsecond quarter of 2005 compared with the second quarter of 2004, compared with the third quarter of 2003, and decreased 33.4%11.2%, or $0.3
billion,$47 million, in the nine months ended September 30, 2004first half of 2005 compared with the first nine monthshalf of 2003. The2004. These declines arewere reflective of our continuing deleveraging
activities, which included significant early debt redemptions and scheduled debt maturities in 20032004 and 2005, partially offset by the impact of interest rate step-ups on certain bonds as a result of long-term debt ratings downgrades in 2004.
                                                  FOR THE THREE MONTHS   FOR THE NINE MONTHS
                                                  ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                                  --------------------   --------------------
                                                    2004         2003      2004        2003
                                                  --------      ------   --------     -------
                                                             (DOLLARS IN MILLIONS)

Benefit (provision) for income taxes............   $4,402        $(72)    $4,741       $(677)
Effective tax rate..............................     38.1%       13.5%      41.3%       30.8%
                                 
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
(Provision) benefit for income taxes   $ (198 )   $ (87 )   $ (566 )   $ 339  
Effective tax rate     39.7 %     44.4 %     40.5 %     (469.0 )%      The EFFECTIVE TAX RATE effective tax rateis the (provision) benefit (provision) for income taxes as a percentage of (loss) income before income taxes. The effective tax rate forin the thirdsecond quarter and first half of 20032005 was positivelynegatively impacted by approximately 22.5 percentage
points due to the recognition of approximately $120 million of tax benefitscosts associated with refund claims related to additional research and experimentation
tax credits generated in prior years, which received governmental approval
during the prior year third quarter.our pending merger with SBC. The effective tax benefit rate forin the nine months ended September 30,second quarter of 2004 was negatively impacted by a catch-up effect resulting from an increase in the estimated annual 2004 effective tax rate, as a result of lower projected annual income before income taxes relative to our estimated permanent differences. The effective tax rate in the first half of 2004 was positively impacted by approximately 3.2513.7 percentage points due to the reversal of a portion of the valuation allowance we recognizedrecorded in 2002 attributable to the book and tax basis difference related to our investment in AT&T Latin America. During February 2004, the subsidiaries of AT&T Latin America were sold to Telefonos de Mexico S.A. de C.V., or Telmex, and the AT&T Latin America plan of liquidation became effective. As a result, we no longer needed a portion of the valuation allowance and recorded an income tax benefit of $0.4 billion in the first quarter of 2004. As we continue to assess developments in
our tax position, additional federal tax benefits may be recorded for all or a
portion of the remaining AT&T Latin America tax benefit of $40 million not
recognized. The effective tax rate for the nine months ended September 30, 2003,
was positively impacted by approximately 5.5 percentage points due to the
recognition of approximately $120 million of tax benefits associated with refund
claims related to additional research and experimentation tax credits. In
addition, the 2003 effective tax rate was positively impacted by approximately
1.8 percentage points due to the recognition

                                        27


of tax benefits in connection with the exchange and sale of our remaining
interest in AT&T Wireless common stock.


                                                  FOR THE THREE MONTHS    FOR THE NINE MONTHS
                                                   ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                                  ---------------------   --------------------
                                                   2004           2003     2004          2003
                                                  ------         ------   ------        ------
                                                             (DOLLARS IN MILLIONS)

Net (loss) from discontinued operations, net of
  income taxes..................................    $--           $(13)     $--          $(13)


     NET (LOSS) FROM DISCONTINUED OPERATIONS for the three and nine months ended
September 30, 2003, reflects an estimated cost related to potential legal
liabilities for certain environmental clean-up matters associated with NCR
Corporation (NCR), which was spun-off from AT&T in 1996. NCR has been formally
notified by federal and state agencies that it is a potentially responsible
party (PRP) for environmental claims under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (CERCLA) and other statutes
arising out of the presence of polychlorinated biphenyls (PCBs) in sediments in
the lower Fox River and in the Bay of Green Bay, in Wisconsin. NCR was
identified as a PRP because of alleged PCB discharges from two carbonless copy
paper manufacturing facilities it previously owned, which were located along the
Fox River. In July 2003, the government clarified its planned approach for
remediation of the contaminated sediments, which caused NCR to increase its
estimated liability. Under the separation and distribution agreement between
AT&T and NCR, AT&T is required to pay a portion of such costs that NCR incurs
above a certain threshold. Therefore, in the third quarter of 2003, AT&T
recorded its estimated proportionate share of certain costs associated with the
Fox River matter, which totaled $13 million on both, a pretax and after-tax
basis. The extent of NCR's potential liability is subject to numerous variables
that are uncertain at this time, including the actual remediation costs and the
percentage NCR may ultimately be responsible for. As a result, AT&T's actual
liability may be different than the estimated amount. Pursuant to the separation
and distribution agreement, NCR is liable for the first $100 million of costs in
connection with this liability. AT&T is liable for 37% of costs incurred by NCR
beyond such $100 million threshold. All such amounts are determined after
reduction of any monies collected by NCR from other parties.


                                                  FOR THE THREE MONTHS    FOR THE NINE MONTHS
                                                   ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                                  ---------------------   -------------------
                                                   2004           2003    2004          2003
                                                  ------         ------   -----         -----
                                                             (DOLLARS IN MILLIONS)

Cumulative effect of accounting changes.........    $--           $(27)    $--           $15


     Effective July 1, 2003, we early adopted Financial Accounting Standards
Board Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest
Entities -- an Interpretation of Accounting Research Bulletin (ARB) No. 51,"
resulting in a charge of $27 million, net of income taxes of $17 million,
recognized as the CUMULATIVE EFFECT OF ACCOUNTING CHANGE in the third quarter of
2003. This interpretation requires the primary beneficiary to consolidate a
variable interest entity (VIE) if it has a variable interest that will absorb a
majority of the entity's expected losses if they occur, receive a majority of
the entity's expected residual returns if they occur, or both. Based on this
standard, two entities that AT&T leases buildings from qualify as VIEs and,
therefore, were consolidated as of July 1, 2003.

     Effective January 1, 2003, we adopted SFAS No. 143, "Accounting for Asset
Retirement Obligations," resulting in $42 million of income, net of income taxes
of $26 million, as the cumulative effect of this accounting principle. This
standard requires that obligations that are legally enforceable and unavoidable,
and are associated with the retirement of tangible long-lived assets, be
recorded as liabilities when those obligations are incurred, with the amount of
the liability initially measured at fair value. We historically included in our
group depreciation rates an amount related to the cost of removal for certain
assets. However, such amounts are not legally enforceable or unavoidable;
therefore, the cumulative effect impact primarily reflects the reversal of such
amounts accrued in accumulated depreciation.

                                        28


SEGMENT RESULTS
Segment Results
      Our results are segmented according to the customers we service: AT&T Business Services and AT&T Consumer Services. The balance of our continuing operations is included in a Corporate and Other group. This group primarily reflects corporate staff functions and the elimination of transactions between segments. The discussion of segment results includes revenue, operating (loss)
income, capital additions and total assets.
      Operating (loss) income is the primary measure used by our chief operating decision makers to measure our operating results and to measure segment profitability and performance. See note 11 to our consolidated financial statements for a reconciliation of segment results to consolidated results.
      Total assets for each segment include all assets, except intercompany receivables. Nearly all prepaid pension assets, taxes and corporate-owned or leased real estate are held at the corporate level, and therefore are included in the Corporate and Other group. A substantial majority of our property, plant and equipment (including network assets) is included in the AT&T Business Services segment. Capital additions for each segment include capital expenditures for property, plant and equipment, additions to internal-use software and additions to nonconsolidated investments.

     Our existing segments reflect certain managerial changes that were
implemented during 2004.
      We transferred our remaining payphone business from
AT&T Consumer Services to AT&T Business Services.

     Reflecting the dynamics of our business, we continuouslycontinually review our management model and structure, which may result in additional adjustments to our operating segments in the future.
24
AT&T BUSINESS SERVICESCORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
AT&T Business Services
      AT&T Business Services provides a variety of global communications services to small and medium-sized businesses, large domestic and multinational businesses, government agencies and government agencies.small- and medium-sized businesses. These services include long distance, international, toll-free and local voice, including wholesale transport services (sales of services to service resellers)resellers, such as other long distance companies, local service providers, wireless carriers and cable companies), as well as data services and Internet
protocol and enhanced (IP&E) services, which includes the management of network
servers and applications.IP&E services. AT&T Business Services also provides outsourcing solutions and other professional services.
                                   
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
Revenue⁽¹⁾                                
  Long distance voice services   $ 2,080     $ 2,386     $ 4,248     $ 4,999  
  Local voice services     364       404       735       793  
                         
Total voice services     2,444       2,790       4,983       5,792  
  Data services     1,518       1,690       3,103       3,405  
  IP&E services     619       565       1,208       1,118  
                         
Total data and IP&E services     2,137       2,255       4,311       4,523  
Outsourcing, professional services and other     574       566       1,180       1,168  
                         
Total revenue   $ 5,155     $ 5,611     $ 10,474     $ 11,483  
Operating income   $ 528     $ 152     $ 1,116     $ 235  
Capital additions   $ 387     $ 463     $ 719     $ 933                   
    At   At 
    June 30,   December 31, 
    2005   2004 
          
    (Dollars in millions) 
Total assets   $ 19,878     $ 20,621  

                                                FOR THE THREE MONTHS    FOR THE NINE MONTHS
                                                 ENDED SEPTEMBER 
⁽¹⁾ Revenue includes equipment and product sales of $97 million and $64 million for the three months ended June 30, ENDED SEPTEMBER2005 and 2004, respectively, and $192 million and $138 million for the six months ended June 30, ---------------------   --------------------2005 and 2004, 2003       2004        2003
                                                ----------   --------   ---------   --------
                                                           (DOLLARS IN MILLIONS)

Revenue(1)
  Long distance voice services................   $  2,364     $2,820    $  7,363    $ 8,698
  Local voice services........................        390        379       1,183      1,098
                                                 --------     ------    --------    -------
Total voice services..........................      2,754      3,199       8,546      9,796
  Data services...............................      1,693      1,875       5,098      5,774
  IP&E services...............................        587        550       1,705      1,548
                                                 --------     ------    --------    -------
Total data and IP&E services(2)...............      2,280      2,425       6,803      7,322
Outsourcing, professional and other
  services....................................        611        677       1,779      2,070
                                                 --------     ------    --------    -------
Total revenue.................................   $  5,645     $6,301    $ 17,128    $19,188
Operating (loss) income.......................   $(11,095)    $  413    $(10,860)   $ 1,613
Capital additions.............................   $    391     $  995    $  1,324    $ 2,396
respectively.

                                                                   AT              AT
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  2004            2003
                                                              -------------   ------------
                                                                 (DOLLARS IN MILLIONS)

Total assets................................................     $20,813        $34,202
Revenue


                                        29


- ---------------

(1) Revenue includes equipment and product sales of $103 million and $83 million
    for the three months ended September 30, 2004 and 2003, respectively, and
    $241 and $223 for the nine months ended September 30, 2004 and 2003,
    respectively.

(2) Prior to June 30, 2004, data services revenue included all international
    managed services. Effective June 30, 2004, international managed services
    revenue was divided into data services and IP&E services, consistent with
    the classifications of domestic managed services. As a result, data services
    revenue and IP&E services revenue for prior periods have been restated to
    reflect this reclassification. Such reclassification had no impact on total
    data and IP&E services revenue, or total revenue. Adjusted for this
    reclassification, data services revenue for the three months ended March 31,
    2004, December 31, 2003, and March 31, 2003, was $1,715 million, $1,846
    million and $1,956 million, respectively; and IP&E services revenue for the
    same periods was $553 million, $554 million and $489 million, respectively.

  REVENUE      AT&T Business Services revenue decreased $0.7$0.5 billion, or 10.4%8.1%, in the thirdsecond quarter of 20042005 and $2.1$1.0 billion, or 10.7%8.8%, in the nine months ended
September 30, 2004,first half of 2005, compared with the same prior yearprior-year periods. On a sequential basis revenue increased $34 million, or 0.6%These declines reflect continued pricing pressure in the third
quarter of 2004 compared with quarter ending June 30, 2004. The sequential
revenue growth benefited from early termination of a prepaid capacity sale.
Excluding this item, revenue would have been flat, reflecting a positive impact
of higher equipment sales.traditional long distance voice and data services as well as declines in retail volumes.
      Long distance voice revenue in the thirdsecond quarter of 20042005 declined $0.5$0.3 billion, or 16.3%12.8%, and declined $1.3$0.8 billion, or 15.4%15.0%, in the nine months ended
September 30, 2004,first half of 2005, compared with the same prior yearprior-year periods. These declines were driven by a decrease in the average price per minute in both the retail and wholesale businesses combined with a decline in retail volumes, primarily due to the impacts of competition and substitution. Partially offsetting these declines was an increase in lower-priced wholesale minutes. Total long distance volumes declinedincreased about 2%1% in the thirdsecond quarter of 20042005 and were flat fordeclined approximately 1% in the nine months
ended September 30, 2004,first half of 2005, compared with the same prior yearprior-year periods.
25
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
      Data services revenue for the thirdsecond quarter of 20042005 declined $0.2 billion, or 9.7%10.2%, and $0.3 billion, or 8.9%, in the first half of 2005, compared with the third quarter of 2003, and declined $0.7 billion, or
11.7%, for the nine months ended September 30, 2004, compared with the nine
months ended September 30, 2003. Thesesame prior-year periods. The declines were primarily driven by competition, which has led to declining pricesprices. In addition the decline was attributable to weak demand and customer lossestechnology migration, primarily in bandwidth and packet services as well as weak demand, primarily in bandwidthand managed data services. The decrease is reflectiveFor the first half of a rise in cancellations of private line
and packet services, as customers continue to evaluate the overall efficiency
and effectiveness of their own networks (network grooming), combined2005 compared with the migration to more cost-effective and technologically advanced IP&E services.
Excluding equipment and product sales, datasame period of 2004, this decline was partially offset by a customer disconnect of prepaid network capacity, which positively impacted the growth rate by approximately 1.0 percentage points.
      Local voice services revenue declined 10.0%$40 million, or 9.9%, in the thirdsecond quarter of 20042005, and decreased 11.9%$58 million, or 7.3%, in the nine months ended September
30, 2004,first half of 2005, compared with the comparable prior yearsame prior-year periods.

     Sequentially, data services revenue increased 0.2%. This growth was
positively impacted by the early termination of a prepaid capacity sale.
Excluding this item, data revenue would have declined slightly.

     Outsourcing, professional and other services revenue decreased $66 million,
or 9.7%, in the third quarter of 2004 compared with the third quarter of 2003.
For the nine months ended September 30, 2004, outsourcing, professional and
other services revenue decreased $0.3 billion, or 14.1%, compared with the nine
months ended September 30, 2003. The decrease in both periods was largely duereflect declines in reciprocal compensation revenue (revenue generated when local exchange carriers use our local network to contract terminationsterminate calls), lower payphone-related revenue as a result of the sale of our payphone business and renegotiations. Positively impacting outsourcing,
professional and other services revenue for the quarter were strengthdeclines in government professional services and equipment and product sales. Excluding
equipment and product sales, outsourcing, professional and other services
revenue declined 14.0% in the third quarter of 2004, and decreased 15.9% in the
nine months ended September 30, 2004, compared with the comparable prior year
periods.

                                        30


     Sequentially, outsourcing, professional and other services revenue
increased 8.1%, reflecting the favorable impact of higher equipment sales.
Excluding equipment and product sales, sequentially revenue increased 3.0%.our “All-in-One” bundled offer.
      IP&E services revenue increased $37$54 million, or 6.8%9.5%, in the thirdsecond quarter of 2004,2005, and increased $0.2 billion,$90 million, or 10.3%8.0%, in the nine months ended
September 30, 2004,first half of 2005, compared with the same prior yearprior-year periods. The increase wasincreases were primarily attributable to growth in our customer base associated with advanced products such as E-VPN (Enhanced Virtual Private Network) and IP-enabled frame.
Excluding equipmentframe relay services, partially offset by declines in Managed Internet Access.
      Outsourcing, professional services and product sales, IP&E servicesother revenue increased 10.0%grew 1.7% in the thirdsecond quarter of 2004 compared with the third quarter of 2003,2005, and increased
11.7%1.1% in the nine months ended September 30, 2004, compared with the nine months
ended September 30, 2003.

     Local voice services revenue grew $11 million, or 3.3%, in the third
quarterfirst half of 2004, and grew $85 million, or 7.8%, in the nine months ended
September 30, 2004,2005, compared with the same prior year periods. Thisperiods of 2004. Performance was positively impacted by increased equipment sales, which had an approximate 2.5 percentage point benefit to the total growth reflects ourrate for the second quarter 2005 and 1.5 percentage point benefit for the first half of 2005, as well as continued focus on increasingstrength in professional services for both government and retail customers. Partially offsetting this was the utilizationimpact of our existing
footprint including growth of our "All-in-One" bundled offer to small
businesses. There were nearly 4.7 million access linescustomers terminating contracts.
Operating Income
      Operating income increased $0.4 billion, or 248.2%, in service at September
30, 2004, an increase of nearly 56,000 lines since the end of the second quarter of 2004.

  OPERATING (LOSS) INCOME

     The operating (loss) of $11.12005 and $0.9 billion, or 375.1%, in the third quarterfirst half of 2004 declined
$11.5 billion,2005, compared with operating income of $0.4 billion in the third
quarter of 2003. The operating (loss) for the nine months ended September 30,
2004 of $10.9 billion reflected a decline of $12.5 billion, compared with
operating income of $1.6 billion for the same periodperiods of 2003. The operating
losses for the three and nine months ended September 30, 2004, included asset
impairment and net restructuring and other charges of $11,859 million and
$12,002 million, respectively, compared with $53 million and $104 million in the
comparable prior year periods.2004. As a result of the third quarter 2004 asset impairment charges, operating losses for the threesecond quarter and nine months ended
September 30, 2004,first half of 2005 included a $499 millionnet benefit of $0.5 billion and $1.0 billion, respectively, due to lower depreciation on assetsthe impaired by AT&T Business Services, partly offset byassets. Exclusive of these items, the decline in operating income in the second quarter and first half of 2005 reflects decreased long distance voice and data services revenue resulting from continued competitive pricing pressures. The second quarter 2005 operating income decline also reflects the impact of favorable access expense settlements which occurred in 2004. Partially offsetting these declines was lower
network-related charges to AT&T Consumer Services. Excluding the impacts of the asset impairment and net restructuring and other charges in the second quarter and year to date periods of 2005, which reflects net reversal of $18 million related to excess preexisting reserves.
      Operating margin was 10.2% and 2.7% for both periods,the second quarter of 2005 and 2004, respectively. For the six-month period ending June 30, 2005 and 2004, operating margin was 4.7%10.7% and 3.8% for2.0%, respectively. The net depreciation benefit positively impacted second quarter 2005 operating margin by 9.9 percentage points and the threefirst half of 2005 operating margin by 9.8 percentage points. The asset impairment and nine months ended September
30,net restructuring and other charges positively impacting second quarter and first half of 2005 operating margin by 0.3 percentage points and 0.2 percentage points respectively while negatively impacting second quarter and first half of 2004 compared with 7.4%operating margin by 0.9 and 9.0% in1.3 percentage points, respectively. Excluding the comparable prior year periods. The
downward margin trend isimpacts of these items, the decreased margins were primarily reflective of the declining higher-margin long distance retail voice and data businesses resulting from the impacts of
competition, which led to pricing pressures and declining retail volumes, and
substitution, coupled with thea shift to lower-margin products, such as advanced and wholesale services. Partially offsetting these declines were ongoing cost control efforts
and a $0.1 billion access expense adjustment recorded in the third quarter of
2003.

  OTHER ITEMS
26
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
Other Items
      Capital additions were $0.4 billion in the thirdsecond quarter of 2004,2005, and were $1.3$0.7 billion for the ninesix months ended SeptemberJune 30, 2004.2005. We continue to concentrate the majority of capital spending on our advanced services offerings of IP&E services and data services, both of which include managed services.
      Total assets declined $13.4$0.7 billion, or 39.1%3.6%, at SeptemberJune 30, 2004,2005, from December 31, 2003,2004, primarily driven by lower net property, plant and equipment and internal-use software as a result of asset impairment charges recorded during the period,depreciation and amortization expenses, partially offset by capital expenditures.

additions and lower accounts receivable.
AT&T CONSUMER SERVICESConsumer Services
      AT&T Consumer Services provides a variety of communication services to residential customers. These services include traditional long distance voice services such as domestic and international dial services (long distance or local toll calls where the number "1"“1” is dialed before the call) and calling card services. Transaction services, such as prepaid card and operator-assisted calls, are also offered. Collectively, these represent stand-alone long distance services and are not offered in conjunction with any other service. In 31
addition, AT&T Consumer Services provides dial-up Internet services and all distance services, which generally bundle long distance, local and local toll.
                                   
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
Revenue                                
  Stand-alone long distance voice and other services   $ 974     $ 1,327     $ 1,999     $ 2,789  
  Bundled services     619       684       1,279       1,329  
                         
Total revenue   $ 1,593     $ 2,011     $ 3,278     $ 4,118  
Operating income   $ 489     $ 240     $ 1,064     $ 611  
Capital additions   $ —     $ 15     $ —     $ 28                   
    At   At 
    June 30,   December 31, 
    2005   2004 
          
    (Dollars in millions) 
Total assets   $ 615     $ 743  

                                                  FOR THE THREE MONTHS    FOR THE NINE MONTHS
                                                   ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                                  ---------------------   --------------------
                                                    2004         2003       2004        2003
                                                  --------     --------   --------    --------
                                                             (DOLLARS IN MILLIONS)
Revenue
  Stand-alone long distance voice and other
     services...................................   $1,256       $1,813     $4,045      $5,797
  Bundled services..............................      724          521      2,053       1,405
                                                   ------       ------     ------      ------
Total revenue...................................   $1,980       $2,334     $6,098      $7,202
Operating income................................   $  281       $  503     $  892      $1,621
Capital additions...............................   $    9       $   14     $   37      $   55

                                                                   AT              AT
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  2004            2003
                                                              -------------   ------------
                                                                 (DOLLARS IN MILLIONS)

Total assets................................................      $777           $1,062


  REVENUE      AT&T Consumer Services revenue declined $0.4 billion, or 15.2%20.8%, in the thirdsecond quarter of 20042005 and declined $1.1$0.8 billion, or 15.3%20.4%, in the nine months
ended September 30, 2004,first half of 2005, compared with the same prior yearprior-year periods. The decline
in both periods wasThese declines were primarily due to stand-alone long distance voice services, which decreased $0.5$0.4 billion to $1.2$0.9 billion in the thirdsecond quarter of 20042005, and decreased $1.7$0.8 billion to $3.8$1.9 billion in the nine months ended September 30,
2004,first half of 2005, largely due to the impact of ongoing competition, which has led to a loss of market share, andas well as substitution. In addition, stand-alone long distance voice
services have been negatively impacted by the continued migration of customers
to lower priced optional calling plans and other products offered by AT&T, such
as bundled services. Partially offsetting the declines in stand-alone long distance voice services were targeted price increases during 2004 and for the
year-to-date period, a monthly fee that we began billing in mid-20032005. In addition, bundled revenue decreased due to recover
costs, such as certain access charges and property taxes. Partially offsettingour third quarter 2004 strategic decision, which contributed to the overall revenue decline was an increase in bundled revenue. Bundled revenue
rose $0.2 billion to $0.7 billion in the third quarter of 2004, and rose $0.6
billion to $2.1 billion in the nine months ended September 30, 2004, compared
with the same prior year periods, reflecting an increase in subscribers
primarily due to new markets entered into, as well as increased penetration in
existing markets since third quarter of 2003. The increase in bundled revenue
includes amounts previously incorporated in stand-alone long distance voice
revenue for existing customers that migrated to bundled offers.declines.
      Total long distance calling volumes (including long distance volumes sold as part of a bundle) declined approximately 19%30% for both the three monthssecond quarter of 2005, and approximately 29% in the nine months ended September 30, 2004,first half of 2005, compared with the same prior yearprior-year periods, primarily as a result of competition and wireless and Internet substitution.

     As a result of changes in regulatory policy governing local telephone
service, earlier this year we announced that we will be shifting our focus away
from traditional consumer services, such as wireline residential telephone
services, and we will no longer invest to acquire new residential local and
stand-alone long distance customers. We will continue to provide our existing
customers with quality service.

  OPERATING INCOME
27
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
Operating Income
      Operating income declinedincreased $0.2 billion, or 44.2%104.3%, in the thirdsecond quarter of 2005 and $0.5 billion, or 74.2%, in the six months ended June 30, 2005, compared with the same prior-year periods. Operating margin increased to 30.7% in the second quarter of 2005 from 11.9% in the second quarter of 2004, and declined $0.7 billion, or 45.0%,to 32.5% for the first half of 2005 from 14.8% in the nine months ended September 30,
2004, compared with the same periodsfirst half of 2003. Operating income for the three and
nine months ended September 30, 2004, included asset impairment and net
restructuring and other charges of $188 million and $189 million, respectively,
compared with $4 million and $9 million in the comparable prior year periods.2004. As a result of the third quarter 2004 asset impairment charges, 32
operating income for the three and ninesix months ended SeptemberJune 30, 2004,2005, included a $38$35 million benefitand $66 million, respectively, of benefits due to lower depreciation on assets impaired by AT&T Consumer Services, as well as lower network-related charges from AT&T Business Services. Excluding the impacts of the asset impairment and net
restructuring and other charges for both periods, theThe increases in operating margin for the
third quarterwere primarily due to greater rates of 2004 was essentially flat compared with the third quarter of
2003, as revenue declines were mitigated by lower overall operating costs.
Declinesdecline in selling, general and administrative expenses whichand costs of services and products in relation to revenue. The declines in selling, general and administrative expenses reflected the
impact of lowerreductions in sales and marketing and customer acquisition spending as a result ofexpenses, primarily due to our strategic decision in the third quarter of 2004 to shift our focus away from traditional consumer services. Costs of services more than offset increased local connectivity
costs. Onand products declined primarily due to reduced bad debt expenses as a result of improved collections and lower revenue. Also contributing to the same basis, theincrease in operating margin were targeted price increases during 2004 and 2005. These increases in operating margin were partially offset by a lower rate of decline in access and other connection expenses relative to revenue.
Other Items
      Capital additions declined $15 million during the first quarter of 2005, and $28 million for the nine months ended
September 30, 2004, declined approximately 5.5 percentage pointsfirst half of 2005 compared with the same prior year period,prior-year periods, primarily due to lower revenue coupled with
increased local connectivity costs and a slower rate of declineour change in selling,
general and administrative expenses.

  OTHER ITEMSstrategic focus.
      Total assets declined $0.3$0.1 billion at SeptemberJune 30, 2004,2005, from December 31, 2003.2004. The decline was primarily due to lower accounts receivable, reflecting lower revenue and improved cash collections, as well as decreases in
internal-use softwarecollections.
Corporate and property, plant and equipment, net, primarily due to
the third quarter 2004 asset impairment charges.

CORPORATE AND OTHEROther
      This group primarily reflects the results of corporate staff functions, brand licensing fee revenue and the elimination of transactions between segments.
                                 
    For the Three Months   For the Six Months 
    Ended June 30,   Ended June 30, 
          
    2005   2004   2005   2004 
                  
    (Dollars in millions) 
Revenue   $ 12     $ 14     $ 23     $ 25  
Operating (loss)   $ (198 )   $ (44 )   $ (291 )   $ (217 )
Capital additions   $ 6     $ 2     $ 9     $ 4                   
    At   At 
    June 30,   December 31, 
    2005   2004 
          
    (Dollars in millions) 
Total assets   $ 8,588     $ 11,440  

                                                  FOR THE THREE MONTHS   FOR THE NINE MONTHS
                                                  ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                                  --------------------   -------------------
                                                   2004          2003     2004        2003
                                                  -------       ------   -------     -------
                                                            (DOLLARS IN MILLIONS)

Revenue.........................................   $  13         $ 14     $  38       $  40
Operating (loss)................................   $(511)        $(87)    $(728)      $(210)
Capital additions...............................   $   6         $198     $  10       $ 210
(Loss)

                                                                   AT              AT
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  2004            2003
                                                              -------------   ------------
                                                                 (DOLLARS IN MILLIONS)

Total assets................................................     $10,469        $12,724


  OPERATING (LOSS)      Operating (loss) increased $0.4 billion$154 million to $0.5 billion$(198) million for the second quarter ended September 30, 2004,of 2005 and increased $0.5 billion$74 million to $0.7 billion$(291) million for the first nine monthshalf of 2004,2005, compared with the same periods in 2003.of 2004. The third
quarter increase in operating (loss) in the second quarter of 2005 compared with the second quarter of 2004 was primarily relateddue to costs relating to the pending merger with SBC and higher asset impairment and net restructuring and other charges recorded in the second quarter of $0.4 billion,2005. The increased loss for the six months ended June 30, 2005, compared with the same period of 2004, was primarily due to benefit plan
curtailment and employee separation costs and $50 million recorded in
connection with the settlement of an outstanding lawsuit. Also contributingrelating to the year-to-date increasepending merger with SBC as
28
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
well as increased pension expenses primarily as a result of higher loss amortization and a lower expected return resulting from a 25 basis point decrease in operating (loss) wasboth the discount rate and the expected rate of return in 2005. Partially offsetting these increases to the loss were lower asset impairment and net restructuring and other charges in 2005 compared with 2004. In 2005, we recorded $44 million of asset impairment and net restructuring and other charges primarily related to the continued consolidation of our real estate portfolio. In 2004, we recorded $0.1 billion of real estate impairment charges to write-down held-for-sale facilities, all of which have
been sold.

  OTHER ITEMS

     Capital additions decreased $0.2 billion for the third quarter and nine
months ended September 30, 2004, compared with the same periods in 2003, as a
result of $0.2 billion of property, plant and equipment recorded in connection
with the adoption of FIN 46 on July 1, 2003.were sold during 2004.
Other Items
      Total assets decreased $2.3$2.9 billion to $10.5$8.6 billion at SeptemberJune 30, 2004,2005, from December 31, 2003.2004. This decrease was primarily driven by a lower cash
balancethe maturity of $1.8debt and related combined interest rate foreign currency swap agreements in February 2005, as well as the April 2005 early redemption of debt.
Financial Condition
                 
    At   At 
    June 30,   December 31, 
    2005   2004 
          
    (Dollars in millions) 
Total assets   $ 29,081     $ 32,804  
Total liabilities   $ 21,602     $ 25,785  
Total shareowners’ equity   $ 7,479     $ 7,019  Total assetsdeclined $3.7 billion, or 11.3%, to $29.1 billion at SeptemberJune 30, 2004, primarily resulting from debt
repurchases and scheduled repayments made during the period.

                                        33


FINANCIAL CONDITION


                                                                   AT              AT
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  2004            2003
                                                              -------------   ------------

Total assets................................................     $32,059        $47,988
Total liabilities...........................................     $25,624        $34,032
Total shareowners' equity...................................     $ 6,435        $13,956


     TOTAL ASSETS decreased $15.9 billion, or 33.2% to $32.1 billion at
September 30, 2004,2005, compared with December 31, 2003, largely driven by2004. Total assets declined primarily as a reductionresult of $12.7 billion incash payments made related to scheduled maturities of debt as well as the April 2005 debt repurchase and common stock dividend payments. Cash from operations partially offset these declines (see “Liquidity” discussion for further details). Total assets also declined due to depreciation expense recorded during the period, lowering property, plant and equipment resulting from asset
impairment charges and depreciation during the period, partially offset by
capital expenditures. Also contributing to the decline inequipment. While not impacting total assets, was a
decrease in cash and cash equivalents of $1.7 billion. In addition, exclusive of
a $0.7 billion reclassificationthe release of restricted cash and the settlement of a hedge receivablerelated to debt that matured in February 2005, resulted in a decrease in other current assets relatingwith a corresponding increase to debt maturing in 2005, other assets declined $1.2
billion primarily due to a decrease in internal-use software resulting from
amortization during the period and an impairment charge, partially offset by
capital additions. Additionally, other assets declined due to the settlement of
foreign currency swaps associated with Euro debt repurchases. Accounts
receivable declined $0.5 billion driven by improved cash collections and lower
revenue. These declines were partially offset by deferred income tax benefits
recorded in conjunction with the reversal of a portion of the valuation
allowance attributable to our prior investment in AT&T Latin America and as a
result of net restructuring and other charges during the period.

     TOTAL LIABILITIES cash.
Total liabilitiesdecreased $8.4$4.2 billion, or 24.7%16.2%, to $25.6$21.6 billion at SeptemberJune 30, 2004,2005, compared with December 31, 2003. The decrease was due in
part to a $4.3 billion reduction in deferred income taxes primarily associated
with the third quarter 2004 asset impairments of property, plant and equipment
and internal-use software.2004. The decrease in total liabilities was also largelyprimarily due to a lower debt balance of $3.0 billion, attributable to lower debt balances of $3.9 billion, reflecting the early
retirement of $2.6 billion face value of debt and $0.4 billion of associated
mark-to-market adjustments, coupled with scheduled repayments of debt amounting
to $1.1 billion, partially offset by a $0.2 increase in short-term borrowings.
Accounts payable and accrued expenses declined $0.7 billion as payments were
made against year-end capital and other accruals. Partially offsetting these
declines waswell as an increase inApril 2005 debt repurchase. Additionally, short-term and long-term compensation and benefit-related liabilities of $0.9declined by $0.6 billion, primarily attributabledue to higher
reserves forthe payment of year-end bonus and salary accruals, employee separationsseparation payments and increaseda contribution to the postretirement benefit trust, partially offset by higher pension and postretirement liabilitiesbenefit accruals.
Total shareowners’ equityincreased $0.5 billion, or 6.5%, to $7.5 billion at June 30, 2005, compared with December 31, 2004. This increase was primarily due in part to the benefit curtailment and remeasurement duringnet income for the period, partially offset by a reduction in compensation accruals.

     TOTAL SHAREOWNERS' EQUITY decreased $7.5 billion, or 53.9%, to $6.4 billion
at September 30, 2004, compared with December 31, 2003. This decrease was
primarily due to the net loss for the period largely driven by the asset
impairment charges recorded in the third quarter, coupled with dividends declared.

LIQUIDITY


                                                               FOR THE NINE MONTHS
                                                               ENDED SEPTEMBER 30,
                                                              ---------------------
                                                                2004        2003
                                                              ---------   ---------
                                                              (DOLLARS IN MILLIONS)

CASH FLOWS:
  Provided by operating activities..........................   $ 4,011     $ 7,113
  (Used in) investing activities............................    (1,340)     (2,389)
  (Used in) financing activities............................    (4,397)     (5,987)
                                                               -------     -------
  Net (decrease) in cash and cash equivalents...............   $(1,726)    $(1,263)
                                                               =======     =======
29
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
Liquidity
                   
    For the Six Months 
    Ended June 30, 
      
    2005   2004 
          
    (Dollars in millions) 
Cash Flows:                
  Provided by operating activities   $ 1,353     $ 2,463  
  Provided by (used in) investing activities     79       (944 )
  Used in financing activities     (3,217 )     (3,413 )
             
  Net decrease in cash and cash equivalents   $ (1,785 )   $ (1,894 )
                   Net cash provided byoperating activitiesof $4.0$1.4 billion for the ninesix months ended SeptemberJune 30, 2004,2005, declined $3.1$1.1 billion from $7.1$2.5 billion in the comparable prior yearprior-year period, which was in partlargely driven by the declining stand-alone long distance voice and data businesses. The downward trend in cash
generated by operating activities was also impacted by a $1.3 billion decline in
income tax refunds receivedIn addition, the year-over-year decrease reflects payments in the first nine

                                        34


monthssecond quarter of 2004 compared with2005 for settlements of the same prior year period.At Home Corporation and AT&T shareholder lawsuits of $220 million net of amounts collected from Comcast (see note 10), as well as higher employee separation payments in 2005. Favorably impacting cash flowflows in 20042005 compared with 2003,2004 was a $0.3 billion declineour continued focus on controlling costs.
      Ourinvesting activitiesresulted in interest
payments resulting from our ongoing deleveraging efforts.

     AT&T's investing activities resultednet cash provided of $79 million in the six months ended June 30, 2005, compared with a net use of cash of $1.3 billion
in the nine months ended September 30, 2004, compared with $2.4$0.9 billion in the first ninesix months of 2003,2004, primarily reflecting the release of restricted cash related to debt that matured in February 2005, as well as a reduction in capital expenditures. Also contributing to the increase were higher proceeds from sales of property, plant and equipment and businesses.
During the first nine monthshalf of 2004,2005, net cash used infinancing activitieswas $4.4$3.2 billion compared with $6.0$3.4 billion in the first nine monthshalf of 2003.2004. During 2005, we made net payments of $3.0 billion to reduce debt (including redemption premiums and foreign currency mark-to-market payments) as a result of scheduled maturities and an April 2005 debt repurchase, and paid dividends of $0.4 billion. In addition, reflected as an other financing activity in 2005 was the first nine monthsreceipt of approximately $0.3 billion for the settlement of a combined interest rate foreign currency swap agreement in conjunction with the scheduled repayment of debt. During 2004, we made net payments of $4.2$3.4 billion to reduce debt (including redemption premiums and foreign currency mark-to-market payments), primarily reflecting the early termination of debt, and paid dividends of $0.6$0.4 billion. Reflected as an other financing item in 2004 was the receipt of approximately $0.4 billion for the settlement of a combined interest rate foreign currency swap agreementsagreement in conjunction with the early repayment of Euro notes in the first nine months of 2004 (such repayment is included as retirement
of long-term debt). During the first nine months of 2003, we made net payments
of $5.8 billion to reduce debt, including the early termination of debt, paid
dividends of $0.4 billion and received $0.2 billion of cash collateral related
to favorable positions of certain combined interest rate foreign currency swap
agreements.

  WORKING CAPITAL AND OTHER SOURCES OF LIQUIDITYduring 2004.
Working Capital and Other Sources of Liquidity
      At SeptemberJune 30, 2004,2005, our working capital ratio (current assets divided by current liabilities) was 0.98.

     On October 6, 2004,0.92.
      We have a variety of sources of liquidity available to us as discussed below. However, the SBC merger agreement provides that we entered intocannot incur additional indebtedness over $100 million in the aggregate or issue equity (other than for employee and shareowner plans) or convertible securities without the prior consent of SBC. The merger agreement also requires us to pay a special dividend in excess of $1.0 billion syndicated 364-day
credit facility led by J.P. Morgan Securities Inc., Citigroup Global Markets
Inc. and Banc of America Securities LLC that replaced our existing $2.0 billion
facility. No borrowings are currently outstanding underin connection with the facility. Up to $0.5
billionclosing of the facility can be utilizedtransaction. We expect to support letters of credit, which
reduces the amount available. As of September 30, 2004, approximately $0.2
billion of letters of credit were supported by the facility in place at that
time.

     In July 2004, we renewed our AT&T Business Serviceshave sufficient liquidity from cash on hand and AT&T Consumer
Services 364-day customer accounts receivable securitization facilities.
Together the programs provide up to $1.35 billion of available financing,
limited by the eligible receivable balances, which varycash from month to month.
Proceeds from the securitizations are recorded as borrowings and included in
short-term debt. At September 30, 2004, approximately $0.3 billion was
outstanding under the facilities.

     The credit facility and the securitization facilities contain a financial
covenant that requires AT&T to meet a debt-to-EBITDA ratio (as defined in the
agreements) not exceeding 2.25 to 1 and an EBITDA-to-net interest expense ratio
(as defined in the agreements) of at least 3.50 to 1 for four consecutive
quarters ending on the last day of each fiscal quarter. At September 30, 2004,
we were in compliance with these covenants. Pursuant to the definitions in the
agreements, asset impairment and business restructuring charges have no impact
on the EBITDA financial covenants in the facilities.

     We anticipate continuingoperations to fund our operations in 2004 primarily with cash
and cash equivalents on hand, as well as with cash from operations.all liquidity needs, including the special dividend, through the expected closing of the merger without any additional borrowings or financings. If economic
conditions worsen or do not improve and/or competition and product substitution accelerate beyond current expectations and/or economic conditions worsen or do not improve, our cash flows from operations would decrease, negatively impacting our liquidity. Similarly, if we were to experience unexpected
30
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
requirements to expend cash, our liquidity could be negatively impacted. However, we believe our access to the capital markets is adequate to provide the flexibility we desire in funding our operations. Sourcesoperations, subject to SBC’s consent.
      In the event we need additional financing and SBC agreed to such financing, we could utilize the AT&T Business Services’ 364-day accounts receivable securitization facility, which has been extended through July 2006. The amended AT&T Business Services facility provides for up to $0.8 billion of liquidity,available financing, limited by the eligible receivables balance, which varies from month to month. Proceeds from the securitization facility are recorded as borrowings and are included in short-term debt. Approximately $0.1 billion was outstanding under the facility at June 30, 2005. On May 6, 2005, we repaid $0.1 billion of borrowings outstanding under the AT&T Consumer Services facility and subsequently terminated this facility. In addition, to our substantial cash and
cash equivalents on hand, includewe have $2.4 billion remaining under a universal shelf registration; a $1.35 billion securitization program (limited by eligible
receivables); and aregistration.
      Further financing is available through the $1.0 billion syndicated 364-day credit facility that was entered into on October 6, 2004. No borrowings are currently outstanding under the facility. In lightUp to $0.5 billion of the recent
loweringfacility can be utilized for letters of credit, which reduces the amount available. At June 30, 2005, no letters of credit were outstanding under the facility.
      On April 1, 2005, we entered into a $0.3 billion credit facility maturing on March 20, 2006. This credit facility collateralizes our commercial paper ratings discussed below, there is no longer any
assurance that we will continue to have any significant access toletters of credit issued in the commercial
paper market. The maximum amountnormal course of commercial paperbusiness, which were previously issued against the $0.5 billion sub-limit in our existing $1.0 billion syndicated 364-day credit facility maturing in October 2005. At June 30, 2005, approximately $0.3 billion of letters of credit were outstanding during the
first nine months of 2004 was approximately $1.0 billion. At September 30, 2004,
there was $62 million of commercial paper outstanding, all of which has since
matured.under this facility.
      We cannot provide any assurances that any or all of these other sources of funding will be available at the time they are needed or in the amounts required. 35


  CREDIT RATINGS AND RELATED DEBT IMPLICATIONS

     DuringAdditionally, as our short-term credit ratings from Standard and Poor’s (S&P) and Moody’s Investors Services, Inc. (Moody’s) have been withdrawn at our request, there is no assurance that we will have any significant access to the third quartercommercial paper market. Furthermore, the combination of 2004,the requirement to reserve cash to pay the special dividend and the SBC-merger restrictions on incurring indebtedness could limit our ability to utilize sources of liquidity, which in turn, could negatively impact AT&T's long-term&T.
      Both the $1.0 billion credit facility and short-termthe securitization facility contain financial covenants that require us to meet a debt-to-EBITDA (defined as operating income plus depreciation and commercial paperamortization expenses excluding any asset impairment or net restructuring and other charges) ratio not exceeding 2.25 to 1 (calculated pursuant to the credit facility) and an EBITDA-to-net interest expense ratio of at least 3.50 to 1 (calculated pursuant to the credit facility) for four consecutive quarters ending on the last day of each fiscal quarter. At June 30, 2005, we were in compliance with these covenants.
Credit Ratings and Related Debt Implications
      As of June 30, 2005, our credit ratings were lowered by Standard & Poor's (S&P), Moody'sas follows:
Short-Term Long-Term 
Credit Rating Agency Rating Rating Outlook
Standard & Poor’s Withdrawn BB+ Watch Positive
Fitch B BB+ Watch Positive
Moody’s Withdrawn Ba1 Review for Possible Upgrade      As a result of the SBC merger announcement, on January 31, 2005 and February 1, 2005, Fitch as reflected inand S&P, respectively, put our long-term debt ratings on “watch positive” and removed the table below. The“outlook negative” and on January 31, 2005, Moody’s placed our long-term debt rating actions byon “review for possible upgrade” and removed the
31
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
“outlook negative.” In addition, based on our request, S&P and Moody's triggered a 100 basis point interest rate step-up on approximately $6.5
billion in notional amount of debt, net of foreign currency hedge offsets
(current carrying value of $6.8 billion). This step-up is effective for interest
payment periods that will begin in November 2004, resulting in an expected
increase in interest expense of approximately $10 million in 2004 and $68
million in 2005. Currently, none of AT&T's ratings are under review or on
CreditWatch for further downgrade.


                                                      SHORT-TERM   LONG-TERM
CREDIT RATING AGENCY                                    RATING      RATING     OUTLOOK
- --------------------                                  ----------   ---------   --------

Standard & Poor's...................................    B           BB+        Negative
Fitch...............................................    B           BB+        Negative
Moody's.............................................    NP          Ba1        Negative
Moody’s have withdrawn our short-term credit ratings.
      Our access to capital markets, as well as the cost of our borrowings, are affected by our debt ratings. The recent rating actions discussed above and
furtherIf our debt rating downgrades will require usratings were downgraded, we would be required to pay higher rates on certain existing debt and havecould be required us to post cash collateral for certain interest-rate swaps in which we were in a net payable position. Additionally, if our debt ratings are further downgraded, our access to the capital markets may be further restricted and/or such replacement financing may be more costly or have additional covenants than we had in connection with our debt at SeptemberJune 30, 2004. In addition, the market environment for financing in
general, and within the telecommunications sector in particular has been
adversely affected by economic conditions and bankruptcies of other
telecommunications providers.2005.
      AT&T Corp. is generally the obligor for debt issuances. However, there are some instances wherein which AT&T Corp. is not the obligor, for example, the securitization facilities and certain capital leases. The total debt of these entities, which are fully consolidated, iswas approximately $0.4$0.2 billion at SeptemberJune 30, 2004,2005, and is included within short-term and long-term debt.

  CASH REQUIREMENTS
Cash Requirements
      Our cash needs for 20042005 will be primarily relatedrelate to capital expenditures, repayment of debt, andthe payment of dividends.dividends and income tax related payments. We expect our capital expenditures for 2004in 2005 to be approximately $1.8$1.5 billion. In the first quarter of 2004, we completed the repurchase, for cash, of
$1.2 billion of our $1.5 billion outstanding 6.5% Notes due in November 2006.
Also in the first quarter,During April 2005, we repurchased for cash, $0.9$1.25 billion of our outstanding $1.8debt, which resulted in a loss of $0.2 billion. We expect income tax payments to be significantly higher in 2005 compared with 2004.
      We anticipate contributing approximately $0.5 billion 6.0% Euro Notes due November 2006. Duringto the third
quarterU.S. postretirement benefit plans in 2005, approximately one-half of 2004, we completed the repurchase,which was contributed as of June 30, 2005. We expect to contribute approximately $30 million to our U.S. nonqualified pension plan in 2005. No contribution is expected for cash, of $0.3 billion ofour U.S. dollar denominated long-term debt, with interest rates ranging from 6.0% to
7.75%, and maturities from 2005 through 2009. Alsoqualified pension plans in the third quarter, we
repurchased, for cash, $0.1 billion of 6.0% Euro Notes due in November 2006. The
$0.9 billion and $0.1 billion Euro denominated notes repurchased in the first
and third quarters, respectively, represent the original U.S. dollar issuance
amounts and exclude the foreign currency mark-to-market adjustments that were
hedged.

     As we near the completion of our 2004 debt buy-back program, as announced
in January 2004 to repurchase up to $3.0 billion of debt in the form of calls,
tender offers or open market transactions, we may make additional purchases
subject to market conditions. The repurchases completed thus far in 2004 are
expected to save approximately $0.1 billion in interest expense in 2004.

  CONTRACTUAL CASH OBLIGATIONS2005.
Contractual Cash Obligations
      We have contractual obligations to purchase certain goods or services from various other parties. During the first nine monthshalf of 2004,2005, we entered into new contracts underand modified the commitment amounts of certain existing contracts, including commitments to utilize network facilities from local exchange carriers, which we are legally obligated for paymentwere previously assessed based on termination fees (see discussion below). The net effect of these changes was an increase to our unconditional purchase obligations of approximately $70$1.3 billion in 2005, $852 million in 2004.aggregate for 2006 and 2007, and $54 million in aggregate for 2008 and 2009. A portion of the 2005 obligation was satisfied in the first half of 2005. Also during the first nine monthshalf of 2004,2005, we entered into contracts under which we have calculated the minimum obligation for such agreements based on termination fees that can be 36
paid to exit the contract. Further, during this period,In addition, we exited certainmodified existing contracts that contained termination fees that were renegotiated and not paid.fees. The net effect of this activitythese changes is an increase to termination fees of approximately $32 million in 2005, $98 million in aggregate for 2006 and 2007, $23 million in aggregate for 2008 and 2009 and $2 million in 2010 and beyond. Termination fees for any individual contract would not be paid in every year, rather only in the year of termination.
      We have contractual obligations to utilize network facilities from local exchange carriers with terms greater than one year. Since the contracts have no minimum volume requirements, and are based on an interrelationship of volumes and discount rates, we assessed our minimum commitment based on the penalties to exit the contracts, assuming we exit the contracts as of December 31 of each year. During the first six months of 2005, we entered into new contracts with local exchange carriers, which had minimum purchase requirements and therefore are discussed above and no longer assessed based on termination fees. In addition, the termination fees which are consideredwith other local exchange carriers changed based on increases or decreases to be
the minimum obligation under the contracts,level of services purchased. The net effect of these changes resulted in each year would bea decrease to termination fees of approximately $0.4 billion in 2005 and an increase of approximately $83 million$0.7 billion in 2004, $56 millionaggregate for 2006 and 2007 and
32
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
approximately $0.2 billion in 2005, $50 millionaggregate for 2008 and 2009. Termination fees for any individual contract would not be paid in 2006, $98
million in 2007, $88 million in 2008, or $50 million in 2009 and beyond.

  OTHER COMMERCIAL COMMITMENTS

     AT&T provided a guarantee of an obligation that AT&T Wireless has to NTT
DoCoMo. Under this guarantee, AT&T would have been secondarily liable for up to
$3.65 billion, plus accrued interest,every year, rather only in the event AT&T Wireless was unable to
satisfy its entire obligation to NTT DoCoMo. AT&T's guarantee expired on June
30, 2004, in accordance with the termsyear of the original agreement.

RISK MANAGEMENTtermination.
Risk Management
      We are exposed to market risk from changes in interest and foreign currency exchange rates, as well as changes in equity prices associated with previously affiliated
companies.rates. In addition, we are exposed to market risk from fluctuations in the prices of securities. On a limited basis, we use certain derivative financial instruments, including interest rate swaps, foreign currency exchange contracts, combined interest rate foreign currency contracts, options, forwards equity hedges and other derivative contracts, to manage these risks. We do not use financial instruments for trading or speculative purposes. All financial instruments are used in accordance with board-approvedBoard-approved policies.

NEW ACCOUNTING PRONOUNCEMENTS

     On December 8, 2003,
Recently Issued Accounting Pronouncements
      In June 2005, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the Act) was signed into law. The Act introduces a
prescription drug benefit under Medicare (Medicare Part D) as well as a federal
subsidy to sponsors of retiree health care benefit plans that provide a benefit
that is at least actuarially equivalent to Medicare Part D. We are impacted by
the Act since we sponsor postretirement health care plans that provide
prescription drug benefits. On May 19, 2004, the Financial Accounting Standards
Board (FASB)FASB issued FASB Staff Position ("FSP")FSP FAS No. 143-1, “Accounting for Electronic Equipment Waste Obligations,” to address the accounting for obligations associated with the Directive on Waste Electrical and Electronic Equipment (the Directive) issued by the European Union (EU). The Directive was enacted on February 13, 2003, and directs EU-member countries to adopt legislation to regulate the collection, treatment, recovery, and environmentally sound disposal of electrical and electronic waste equipment. The Directive concludes that commercial users are obligated to retire, in an environmentally sound manner, specific assets that qualify as historical waste. FAS 143-1 is effective for reporting periods ending after June 8, 2005, which is June 30, 2005 for us, or the date of adoption of the Directive by the applicable EU-member countries, if later. We have evaluated the impact to our operations in EU countries that have adopted legislation and have deemed these costs to be immaterial. We will continue to evaluate the impact as other EU-member countries enact legislation. However, if the remaining EU-member countries enact similar legislation, we do not expect a material impact to our results of operations.
      In March 2005, the FASB issued FASB Interpretation (FIN) 47, “Accounting for Conditional Asset Retirement Obligations,” an interpretation of SFAS No. 143, “Accounting for Asset Retirement Obligations.” FIN 47 clarifies that the termconditional asset retirement obligation, as used in SFAS No. 143, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and/or method of settlement. FIN 47 requires an entity to recognize a liability for the fair value of the conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. FIN 47 is effective for fiscal years ending after December 15, 2005, which is December 31, 2005 for us; however, earlier application is permitted. We are currently evaluating the impact of FIN 47 on our results of operations, financial position and cash flows.
      In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” which requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Additional guidance to assist in the initial interpretation of this revised statement was subsequently issued by the SEC in Staff Accounting Bulletin No. 107. SFAS No. 123 (revised 2004) eliminates the alternative of using APB Opinion No. 25 intrinsic value method of accounting that was provided for in SFAS No. 123 as originally issued. Effective January 1, 2003, we adopted the fair value recognition provisions of original SFAS No. 123 on a prospective basis and we began to record stock-based compensation expense for all employee awards (including stock options) granted or modified after January 1, 2003, using the nominal vesting approach. Had we used the non-substantive vesting method, which will be required upon adoption, our results of operations would not have been materially different from those reported in the first half of 2005 and 2004. Adoption of the revised standard will require that we begin to recognize expense for unvested awards issued prior to January 1, 2003.
33
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
Additionally, this standard requires that estimated forfeitures be considered in determining compensation expense. For equity awards other than stock options, we have not previously included estimated forfeitures in determining compensation expense. Accordingly, the difference between the expense we have recognized to date and the compensation expense as calculated considering estimated forfeitures will be reflected as a cumulative effect of accounting change upon adoption. Further, SFAS No. 123 (revised 2004) requires that excess tax benefits be recognized as an addition to paid-in capital and amends SFAS No. 95, “Statement of Cash Flows,” to require that the excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. SFAS No. 123 (revised 2004) is effective for annual periods beginning after June 15, 2005, which is January 1, 2006 for us. We intend to elect a modified prospective adoption beginning in the first quarter of 2006 and do not anticipate that the adoption of SFAS No. 123 (revised 2004) will have a material impact on our results of operations.
      In December 2004, the FASB issued FASB Staff Position FSP No. FAS 106-2, "Accounting109-2, “Accounting and Disclosure Requirements Related toGuidance for the Medicare Prescription Drug, Improvement
and ModernizationForeign Earnings Repatriation Provision within the American Jobs Creation Act of 2003,"2004,” which provides guidance on the accounting and disclosure requirements for the effects of the new Medicare prescription drug legislation by employers whose
prescription drug benefits are actuarially equivalent to the drug benefit under
Medicare Part D.

     We adopted FSP No. FAS 106-2 effective July 1, 2004, and have elected a
prospective application, which required the remeasurement of our postretirement
plan assets and accumulated postretirement benefit obligation (APBO) as of July
1, 2004. However, federal regulations for determining actuarial equivalence have
not yet been issued in final form, which impacts our ability to recognize the
full adoption effectsrepatriation provision of the Act. DespiteThe Act creates a one-time tax incentive for U.S. corporations to repatriate accumulated income earned abroad by providing a tax deduction of 85% of dividends received for certain foreign earnings that are repatriated. In an effort to assist taxpayers with the lack of final federal regulations,
we believe that the prescription drug benefits provided to a specific portion of
our postretirement benefit plan participants would be deemed to be actuarially
equivalent to Medicare Part D benefits based on the benefits provided under the
plan. The subsidy-related reduction in the APBO related to the adoption for this
group was $161 million, which will be amortized to income over time as an
actuarial gain. During the third quarter, the amortizationinterpretation of the actuarial gainrepatriation provision of the Act, in May 2005, the United States Department of Treasury issued detailed guidance on certain technical aspects that required clarification. The deduction remains dependent upon a number of requirements and the amount of the deduction is subject to potential local country restrictions on remittances, as well as a reductionto management’s decisions with respect to any repatriation. Based upon the new guidance issued in second quarter of interest cost resulted2005, we are considering possible qualifying dividend remittances of up to approximately $0.1 billion, which, after consideration of deferred taxes previously provided on foreign earnings, we estimate would result in a reductionone-time income tax benefit in 2005 of up to net periodic
postretirement benefit cost (recorded within SG&A and costsapproximately $10 million. We expect to complete our evaluation of services and
products) of approximately $6 million.

     As we are unable to determine if the prescription drug benefits provided to
the remaining plan participants are actuarially equivalent to Medicare Part D
benefits until a firm definition of actuarial equivalence is issued, we have not
recorded any impact of the Act forduring 2005.
34
AT&T CORP. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — (Continued)
Item 3. Quantitative and Qualitative Disclosures About Market Risk
      The information required by this group.

ITEM 4.  CONTROLS AND PROCEDURESItem is contained in the section entitled “Risk Management” in Item 2.
Item 4. Controls and Procedures
      As of the end of the period covered by this report, we completed an evaluation, under the supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer,
                                        37
 of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 or 15d-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures arewere effective in alerting
them timely to material information required to be included in our Exchange Act
filings.as of June 30, 2005. There have not been any changes in our internal controls over financial reporting identified in connection with the evaluation required by Exchange Act Rules 13a-15 or l5d-15 or otherwise that occurred during our last fiscal quarter that hashave materially affected, or isare reasonably likely to materially affect, our internal controls over financial reporting.
35
PART II --— OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
Item 1. Legal Proceedings
      Refer to Part 1, Footnote 10, "Commitments“Commitments and Contingencies"Contingencies” for discussion of certain legal proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS AND ISSUER PURCHASES OF
         EQUITY SECURITIES
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
      The following table contains information about our purchases of our equity securities during the thirdsecond quarter of 2004.

                     ISSUER PURCHASES OF EQUITY SECURITIES

2005.
Issuer Purchases of Equity Securities
                                   
                Maximum Number 
            Total Number   (or Approximate 
            of Shares   Dollar value) of 
            (or Units)   Shares or Units 
    Total Number   Average Price   Purchased as   that May Yet 
    of Shares   Paid per   Part of Publicly   Be Purchased 
    (or Units)   Share   Announced Plans   Under the Plans 
Period   Purchased(1)(2)   (or Unit)   or Programs   or Programs 
                  
April 1, 2005 to April 30, 2005     16,493     $ 18.8779       0       0  
May 1, 2005 to May 31, 2005     8,242     $ 18.7101       0       0  
June 1, 2005 to June 30, 2005     23,116     $ 18.8362       0       0  
                         
  Total     47,851     $ 18.8289       0       0  

                                                                                         MAXIMUM NUMBER
                                                                       TOTAL NUMBER     (OR APPROXIMATE
                                                                        OF SHARES       DOLLAR VALUE) OF
                                                                        (OR UNITS)      SHARES OR UNITS
                                     TOTAL NUMBER   AVERAGE PRICE      PURCHASED AS       THAT MAY YET
                                      OF SHARES        PAID PER      PART OF PUBLICLY     BE PURCHASED
                                      (OR UNITS)        SHARE        ANNOUNCED PLANS    UNDER THE PLANS
PERIOD                               PURCHASED(1)     (OR UNIT)        OR PROGRAMS        OR PROGRAMS
- ------                               ------------   --------------   ----------------   ----------------

July 1, 2004 
⁽¹⁾ Represents restricted stock units and performance shares redeemed to July 31, 2004......      5,115         $16.6727             0                  0
August 1, 2004pay taxes related to August 31,
  2004.............................     12,983         $14.0650             0                  0
September 1, 2004the vesting of restricted stock units and performance shares awarded under employee benefit plans.
⁽²⁾ Does not include shares purchased in the open market by the trustee of our Shareowner Dividend Reinvestment and Stock Purchase Plan as follows: 15,010 shares in April at an average price paid per share of $18.8648; 312,803 shares in May at an average price paid per share of $19.1336; and 27,681 shares in June at an average price paid per share of $19.1187.
Item 4. Submission of Matters to September 30,
  2004.............................      8,262         $14.6481             0                  0
     Total.........................     26,360         $14.7538             0                  0
a Vote of Security Holders


- ---------------

(1) Represents restricted stock units redeemed to pay taxes related to      (a) The annual meeting of the vestingshareholders of restricted stock units awarded under employee benefit plans.

ITEM 6.  EXHIBITS AND REPORTS ON FORMthe registrant was held on June 30, 2005.
      (b) Election of Directors
                 
    Votes 
      
Nominee   For   Withheld 
          
    (In millions) 
William F. Aldinger     651       43  
Kenneth T. Derr     649       44  
David W. Dorman     665       28  
M. Kathryn Eickhoff-Smith     661       32  
Herbert L. Henkel     671       22  
Frank C. Herringer     652       41  
Jon C. Madonna     649       44  
Donald F. McHenry     660       33  
Tony L. White     576       117        (c) Holders of common shares voted at this meeting on the following matters, which were set forth in our proxy statement dated May 20, 2005.
36
      (i) Ratification of Auditors
                         
    For   Against   Abstain 
              
Ratification of the firm of PricewaterhouseCoopers, LLP as the independent auditors to
audit the registrant’s financial statements for the year 2005.(*)     
663       
23       
7  
      (96.64 )%     (3.36 )%              (ii) Directors’ Proposals:
                                 
    For   Against   Abstain   Non-Vote 
                  
Adopt the merger agreement(**)     567       6       6       114  
      (70.76 )%     (0.78 )%     (0.72 )%        
Adjourn to permit further solicitation     590       95       8       0  
      (85.14 )%     (13.76 )%                      (iii) Shareholders’ Proposals
                                 
    For   Against   Abstain   Non-Vote 
                  
No Future Stock Options(*)     42       528       9       114  
      (7.41 )%     (92.59 )%                
Link Restricted Stock Unit Vesting                                
To Performance(*)     111       458       9       114  
      (19.57 )%     (80.43 )%                
Executive Compensation(*)     57       508       13       114  
      (10.15 )%     (89.85 )%                
Poison Pill(*)     344       224       11       114  
      (60.53 )%     (39.47 )%                
Shareholder Approval of Future SERPs(*)     166       399       14       114  
      (29.38 )%     (70.62 )%                
Shareholder Ratification of Severance Agreements(*)     379       190       9       114  
      (66.58 )%     (33.42 )%                
(*) Percentages are based on the total common shares voted. Approval of this proposal required a majority of the votes.
(**) Percentages are based on the total number of outstanding common shares. Approval of this proposal required a majority of the outstanding shares of AT&T common stock.
37
Item 6. Exhibits and Reports on Form 8-K
      (a) Exhibits:
EXHIBIT
NUMBER
- -------

  12      Computation of Ratio of Earnings to Fixed Charges.
  31.1    Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a)
          of the Securities Exchange Act of 1934, as adopted pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2    Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a)
          of the Securities Exchange Act of 1934, as adopted pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1    Certification by CEO pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002.
  32.2    Certification by CFO pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002.


                                        38
         
Exhibit    
Number    
     
  12     Computation of Ratio of Earnings to Fixed Charges.
 
  31 .1   Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  31 .2   Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  32 .1   Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
  32 .2   Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.      (b) Reports on Forms 8-K:Form 8-K
      During the thirdsecond quarter of 2004,2005, the following Formsreport on Form 8-K werewas filed and/or furnished: Form 8-K dated July 22, 2004April 20, 2005 was filed pursuant to Item 7 (Financial
Statements, Pro Forma Financial Information and Exhibits) and1.01 (Entry into a Material Definitive Agreement), Item 122.02 (Results of Operations and Financial Condition) and Item 9.01 (Financial Statements and Exhibits) on July 23, 2004.

                                        39
April 21, 2005.
38
SIGNATURES
      Pursuant to the requirements 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.

                                          AT&T CORP.

                                                    /s/ C. R. REIDY
                                          --------------------------------------
                                                 By: Christopher R. Reidy
                                              Vice President and Controller

AT&T Corp.
/s/C.R. Reidy
By: Christopher R. Reidy
Vice President and Controller
Date: NovemberAugust 4, 2004

                                        40
2005
39
EXHIBIT INDEX
EXHIBIT
NUMBER
- -------

  12      Computation of Ratio of Earnings to Fixed Charges.
  31.1    Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a)
          of the Securities Exchange Act of 1934, as adopted pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2    Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a)
          of the Securities Exchange Act of 1934, as adopted pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1    Certification by CEO pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002.
  32.2    Certification by CFO pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002.
NET FOREIGN NET REVALUATION NET ACCUMULATED CURRENCY OF CERTAIN MINIMUM OTHER TRANSLATION FINANCIAL PENSION COMPREHENSIVE ADJUSTMENT INSTRUMENTS LIABILITY INCOME ----------- --------------- --------- ------------- (DOLLARS IN MILLIONS) Accumulated other comprehensive income (loss): Balance at January 1, 2004.......... $200 $ 25 $ (76) $ 149 Change.............................. (17) (13) (321) (351) ---- ---- ----- ----- Balance at September 30, 2004....... $183 $ 12 $(397) $(202) ==== ==== ===== =====

	*Supplementary Shareowners’ Equity Information*
Exhibit
Number

12 Computation of Ratio of Earnings to Fixed Charges.

31 .1 Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31 .2 Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 .1 Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32 .2 Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE QUARTERLY PERIOD ENDED SEPTEMBER~~

		For the quarterly period ended June 30, ~~2004 OR [ ]~~ 2005

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE TRANSITION PERIOD FROM TO~~

		For the transition period from _to

A ~~NEW YORK~~ New York		I.R.S. ~~EMPLOYER CORPORATION NO.~~Employer
Corporation		No. 13-4924710

	PART I -- FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II -- OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
EX-12: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,

	2005			2004			2005			2004

	(Dollars in millions, except per share amounts)
Revenue	$	6,760		$	7,636		$	13,775		$	15,626
Operating Expenses
Access and other connection		2,390			2,481			4,794			5,119
Costs of services and products (excluding depreciation of $419, $935, $823 and $1,871, included below)		1,560			1,759			3,188			3,623
Selling, general and administrative		1,325			1,763			2,602			3,507
Depreciation and amortization		630			1,231			1,266			2,481
Asset impairment and net restructuring and other charges		36			54			36			267

Total operating expenses		5,941			7,288			11,886			14,997

Operating Income		819			348			1,889			629
Other (expense) income, net		(153	)		36			(123	)		(138	)
Interest (expense)		(169	)		(191	)		(372	)		(419	)

Income Before Income Taxes, Minority Interest Income and Net Earnings Related to Equity Investments		497			193			1,394			72
(Provision) benefit for income taxes		(198	)		(87	)		(566	)		339
Minority interest income		—			1			—			1
Net earnings related to equity investments		8			1			8			—

Net Income	$	307		$	108		$	836		$	412

Weighted-Average Shares Used to Compute Earnings Per Share:
Basic		801			794			801			794
Diluted		809			797			807			796

Earnings per Basic and Diluted Share	$	0.38		$	0.14		$	1.04		$	0.52

Dividends Declared per Common Share	$	0.2375		$	0.2375		$	0.4750		$	0.4750

	At			At
	June 30,			December 31,
	2005			2004

	(Dollars in millions)
Assets
Cash and cash equivalents	$	1,913		$	3,698
Accounts receivable, less allowances of $429 and $523		2,993			3,195
Deferred income taxes		922			1,111
Other current assets		498			1,383

Total Current Assets		6,326			9,387
Property, plant and equipment, net of accumulated depreciation of $2,353 and $1,588		11,026			11,509
Goodwill		4,751			4,888
Other purchased intangible assets, net		316			375
Prepaid pension costs		4,099			3,991
Other assets		2,563			2,654

Total Assets	$	29,081		$	32,804


Liabilities
Accounts payable and accrued expenses	$	2,365		$	2,716
Compensation and benefit-related liabilities		1,661			2,193
Debt maturing within one year		529			1,886
Other current liabilities		2,309			2,293

Total Current Liabilities		6,864			9,088
Long-term debt		7,175			8,779
Long-term compensation and benefit-related liabilities		3,283			3,322
Deferred income taxes		1,448			1,356
Other long-term liabilities and deferred credits		2,832			3,240

Total Liabilities		21,602			25,785
Shareowners’ Equity
Common stock, $1 par value, authorized 2,500,000,000 shares; issued and outstanding 801,635,543 shares (net of 171,983,367 treasury shares) at June 30, 2005 and 798,570,623 shares (net of 171,983,367 treasury shares) at December 31, 2004		802			799
Additional paid-in capital		26,911			27,170
Accumulated deficit		(20,344	)		(21,180	)
Accumulated other comprehensive income		110			230

Total Shareowners’ Equity		7,479			7,019

Total Liabilities and Shareowners’ Equity	$	29,081		$	32,804

	AT&T			AT&T
	Business			Consumer
	Services			Services		Total

	(Dollars in millions)
Goodwill:
Balance at January 1, 2004	$	4,731		$	70	$	4,801
Translation adjustment		90			—		90
Other		(3	)		—		(3	)

Balance at December 31, 2004	$	4,818		$	70	$	4,888
Translation adjustment		(94	)		—		(94	)
Goodwill allocated to sale of payphone business		(43	)		—		(43	)

Balance at June 30, 2005	$	4,681		$	70	$	4,751

	Gross
	Carrying		Accumulated
	Amount		Amortization		Net

	(Dollars in millions)
Other purchased intangible assets:
Customer lists and relationships	$	528	$	229	$	299
Other		275		199		76

Balance at December 31, 2004	$	803	$	428	$	375

Customer lists and relationships	$	521	$	264	$	257
Other		206		147		59

Balance at June 30, 2005	$	727	$	411	$	316

	Net Foreign			Net Revaluation			Net			Accumulated
	Currency			of Certain			Minimum			Other
	Translation			Financial			Pension			Comprehensive
	Adjustment			Instruments			Liability			Income

	(Dollars in millions)
Accumulated other comprehensive income (loss):
Balance at January 1, 2005	$	319		$	19		$	(108	)	$	230
Change		(117	)		(3	)		—			(120	)

Balance at June 30, 2005	$	202		$	16		$	(108	)	$	110

⁽¹⁾	See table below for a summary of recognition of previously unrealized losses (gains).

		For the Six Months Ended June 30,

		2005				2004

		Pretax		After-taxes		Pretax			After-taxes

				(Dollars in millions)
Recognition of previously unrealized losses (gains):
Other (expense) income, net:
	Sale of various securities	$	1	$	1	$	(12	)	$	(7	)
	Other financial instrument activity		—		—		(17	)		(11	)

Total recognition of previously unrealized losses (gains)		$	1	$	1	$	(29	)	$	(18	)

Item 1.	*Financial Statements*

	Restricted cash:

	Income taxes payable:

	Assets sold:

		Type of Cost

		Employee			Facility
		Separations			Closings			Other		Total

		(Dollars in millions)
Balance at January 1, 2005		$	506		$	228		$	2	$	736
	Net Charges		(14	)		45			—		31
	Net Deductions		(236	)		(35	)		—		(271	)

Balance at June 30, 2005		$	256		$	238		$	2	$	496

	Pension						Postretirement						Pension						Postretirement
	Benefits						Benefits						Benefits						Benefits

	For the Three Months Ended												For the Six Months Ended
	June 30,												June 30,

	2005			2004			2005			2004			2005			2004			2005			2004

	(Dollars in millions)
Service cost — benefits earned during the period	$	44		$	55		$	4		$	6		$	88		$	110		$	8		$	12
Interest cost on benefit obligations		228			233			79			90			457			460			159			179
Amortization of unrecognized prior service cost		23			33			10			13			45			65			19			26
Credit for expected return on plan assets		(337	)		(363	)		(41	)		(44	)		(669	)		(719	)		(81	)		(88	)
Amortization of losses		16			1			23			25			40			2			45			50

Net periodic benefit (credit) cost	$	(26	)	$	(41	)	$	75		$	90		$	(39	)	$	(82	)	$	150		$	179

⁽¹⁾	Revenue is reported in the geographic area in which it originates.

⁽²⁾	Includes amounts attributable to operations in Puerto Rico and the Virgin Islands.

⁽³⁾	Long-lived assets include property, plant and equipment, net; goodwill and other purchased intangibles, net.

Item 2.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

	•	the impact of existing, new and restructured competitors in the markets in which we compete, including competitors that may offer less expensive products and services, desirable or innovative products, technological substitutes, or have extensive resources or better financing,

	•	the impact of oversupply of capacity resulting from excessive deployment of network capacity,

	•	the ongoing global and domestic trend toward consolidation in the telecommunications industry, which may have the effect of making the competitors of these entities larger and better financed and afford these competitors with extensive resources and greater geographic reach, allowing them to compete more effectively,

	•	the effects of vigorous competition in the markets in which we operate, which may decrease prices charged and change customer mix and profitability,

	•	the ability to establish a significant market presence in new geographic and service markets,

	•	the availability and cost of capital,

	•	the impact of any unusual items resulting from ongoing evaluations of our business strategies,

	•	the requirements imposed on us or latitude allowed to competitors by the Federal Communications Commission (FCC) or state regulatory commissions under the Telecommunications Act or other applicable laws and regulations,

	•	the invalidity of portions of the FCC’s Triennial Review Order,

	•	the risks associated with technological requirements; wireless, Internet, Voice over Internet Protocol (VoIP) or other technology substitution and changes; and other technological developments,

	•	the risks associated with the repurchase by us of debt or equity securities, which may adversely affect our liquidity or creditworthiness,

	•	the uncertainties created by the proposed acquisition of our company by SBC Communications, Inc.,

	•	the impact of the significant recent reductions in the number of our employees,

	•	the results of litigation filed or to be filed against us, and

	•	the possibility of one or more of the markets in which we compete being impacted by changes in political, economic or other factors, such as monetary policy, legal and regulatory changes, war ~~terrorism~~ or other external factors over which we have no control.

	*Operating ~~(loss) income....................... $(11,325) $ 829 $(10,696) $ 3,024 Operating margin.............................. (148.3)% 9.6% (46.0)% 11.4%~~ Expenses*

⁽¹⁾	Revenue includes equipment and product sales of $97 million and $64 million for the three months ended June 30, ~~ENDED SEPTEMBER~~2005 and 2004, respectively, and $192 million and $138 million for the six months ended June 30, ~~--------------------- --------------------~~2005 and 2004, 2003 2004 2003 ---------- -------- --------- -------- (DOLLARS IN MILLIONS) Revenue(1) Long distance voice services................ $ 2,364 $2,820 $ 7,363 $ 8,698 Local voice services........................ 390 379 1,183 1,098 -------- ------ -------- ------- Total voice services.......................... 2,754 3,199 8,546 9,796 Data services............................... 1,693 1,875 5,098 5,774 IP&E services............................... 587 550 1,705 1,548 -------- ------ -------- ------- Total data and IP&E services(2)............... 2,280 2,425 6,803 7,322 Outsourcing, professional and other services.................................... 611 677 1,779 2,070 -------- ------ -------- ------- Total revenue................................. $ 5,645 $6,301 $ 17,128 $19,188 Operating (loss) income....................... $(11,095) $ 413 $(10,860) $ 1,613 Capital additions............................. $ 391 $ 995 $ 1,324 $ 2,396 respectively.

	Revenue Stand-alone long distance voice and other services................................... $1,256 $1,813 $4,045 $5,797 Bundled services.............................. 724 521 2,053 1,405 ------ ------ ------ ------ Total revenue................................... $1,980 $2,334 $6,098 $7,202 Operating income................................ $ 281 $ 503 $ 892 $1,621 Capital additions............................... $ 9 $ 14 $ 37 $ 55

	*Operating ~~(loss)................................ $(511) $(87) $(728) $(210) Capital additions............................... $ 6 $198 $ 10 $ 210~~ (Loss)*