News Release
- --------------------------------------------------------------------------------
FOR RELEASE FRIDAY, OCTOBER 21, 2005

                   AT&T Announces Third-Quarter 2005 Earnings

     o  Third-quarter earnings per diluted share of $0.64

     o  Consolidated revenue of $6.6 billion

     o  Operating income of $955 million

     o  Third-quarter cash from operating activities of $1.4 billion

     o  Increased full-year 2005 revenue and operating margin guidance

BEDMINSTER, N.J. -- AT&T (NYSE: T) today reported net income of $520 million, or
earnings per diluted share of $0.64,  for the third quarter of 2005. This result
includes a  previously  announced  pretax  charge of $92  million,  or $0.06 per
diluted  share,  related to the company's  aircraft  lease  investments.  AT&T's
current-quarter net income compares to a net loss of $7.1 billion, or a loss per
share of $8.99,  in the third  quarter of 2004,  which  included a pretax  asset
impairment charge of $11.4 billion, or $8.86 per share, and pretax restructuring
and other  charges of $1.1  billion,  or $0.84 per share.  Third quarter of 2004
also included a pretax charge of $46 million, or $0.04 per share, related to the
company's aircraft lease investments.

"AT&T's solid third quarter results demonstrate the successful  execution of our
strategies across both our consumer and business portfolios," said AT&T Chairman
and Chief Executive Officer David W. Dorman.  "We've expanded our margins in the
consumer and small business  markets as we wind down these  businesses,  and our
enterprise portfolio has benefited from significant cost structure  improvement,
revenue and volume  growth in IP and enhanced  services  and share  expansion in
other product lines."

AT&T reported  third-quarter  2005 consolidated  revenue of $6.6 billion,  which
includes  $5.1 billion from AT&T  Business and $1.5 billion from AT&T  Consumer.
Consolidated  revenue  declined  13.3 percent  versus the third quarter of 2004,
primarily  due to  continued  declines  in long  distance  (LD)  voice  and data
revenue.

The company reported consolidated  operating income of $1.0 billion in the third
quarter of 2005,  for a margin of 14.4 percent.  This compares to a consolidated
operating loss of $11.3 billion in the prior-year third quarter. Excluding asset
impairment and net restructuring  and other charges of $12.5 billion,  operating
income in the third quarter of 2004 was $1.1 billion, for an operating margin of
15.0 percent. The company noted that ongoing efforts to reduce costs and improve
productivity   have  helped  reduce  the  rate  of  operating   income  decline,
notwithstanding the ongoing revenue declines.

PAGE>

AT&T UNIT HIGHLIGHTS

AT&T Business

     o    Revenue was $5.1 billion, a decline of 9.5 percent from the prior-year
          third  quarter,  primarily  driven  by  ongoing  pricing  pressure  in
          traditional  voice  and data  services  and  volume  weakness  in data
          services.  Continued  year-over-year growth in IP&E services favorably
          impacted revenue.

     o    Long distance voice revenue decreased 12.7 percent from the prior-year
          third  quarter.  Ongoing  pricing  pressure  led to revenue  declines,
          despite an  approximate 10 percent  increase in volumes,  as growth in
          wholesale more than offset the decline in retail volumes.

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

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

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

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

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

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

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


AT&T Consumer

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

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

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


     OTHER CONSOLIDATED FINANCIAL HIGHLIGHTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Other Definitions and Notes

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


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

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

                                                          For the Three Months Ended                    For the Nine Months Ended
                                                                 September 30,                                 September 30,
                                                                                                             
                                                         2005                   2004                   2005                  2004
      REVENUE
      AT&T Business                                   $ 5,109                $ 5,645               $ 15,583              $ 17,128
      AT&T Consumer                                     1,499                  1,980                  4,777                 6,098
      Corporate and Other                                  12                     13                     35                    38
                                                      --------               --------              ---------             ---------
      Total Revenue                                     6,620                  7,638                 20,395                23,264

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

      Operating income (loss)                             955                (11,325)                 2,844               (10,696)
      Other income (expense), net                          10                    (34)                  (113)                 (172)
      Interest (expense)                                 (166)                  (192)                  (538)                 (611)
                                                      --------               --------              ---------             ---------

      Income (loss) before income taxes,
      minority interest (loss) income and net
      earnings related to equity investments              799                (11,551)                 2,193               (11,479)

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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



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

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

                                                       3Q05       2Q05      1Q05      4Q04      3Q04      2Q04       1Q04      2004
                                                                                                  
AT&T Business
LD Voice                                          $ 2,063    $ 2,080   $ 2,168   $ 2,163   $ 2,364   $ 2,386    $ 2,613   $ 9,526
Local Voice                                           313        364       371       490       390       404        389     1,673
Total Voice                                         2,376      2,444     2,539     2,653     2,754     2,790      3,002    11,199

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

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

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

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

AT&T Consumer
Standalone LD, Transactional and Other Services   $   924    $   974   $ 1,025   $ 1,116   $ 1,256   $ 1,327    $ 1,462   $ 5,161
Bundled Services                                      575        619       660       690       724       684        645     2,743
Total revenue                                       1,499      1,593     1,685     1,806     1,980     2,011      2,107     7,904
Operating income (loss) (2) (5) (6)                   541        489       575       (60)      281       240        371       832
Operating margin                                    36.1%      30.7%     34.1%     (3.3%)    14.2%     11.9%      17.6%     10.5%
Capital expenditures                                    0          0         0         5         9        15         13        42
Depreciation & amortization (5)                         9         14        12        13        15        33         32        93

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

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

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

<FN>
(1) Includes asset impairment and net restructuring and other charges of $(18M) in 2Q05, $9M in 4Q04, $11,859M in 3Q04, $52M in 2Q04
    and $91M in 1Q04, totaling $12,011M in 2004.
(2) Includes asset impairment and net restructuring and other charges of $10M in 2Q05, $188M in 3Q04 and $1M in 1Q04, totaling $189M
    in 2004.
(3) Includes asset impairment and net restructuring and other charges of $(1M) in 3Q05, $44M in 2Q05, $27M in 4Q04, $422M in 3Q04,
    $2M in 2Q04 and $121M in 1Q04, totaling $572M in 2004.
(4) Includes asset impairment and net restructuring and other charges of $(1M) in 3Q05, $36M in 2Q05, $36M in 4Q04, $12,469M in
    3Q04, $54M in 2Q04 and $213M in 1Q04, totaling $12,772M in 2004.
(5) As a result of the third-quarter 2004 asset impairment charge, second-quarter 2005, first-quarter 2005, fourth-quarter 2004 and
    third-quarter 2004 depreciation and amortization expense decreased by $542 million, $533 million, $538 million and $527 million,
    respectively, for AT&T Business and $6 million, $7 million, $8 million and $10 million, respectively, for AT&T Consumer.  In
    addition, as a result of the transport service arrangement between AT&T Business and AT&T Consumer, network-related charges from
    AT&T Business (recorded as contra-expense) to AT&T Consumer were reduced by $29 million, $24 million, $30 million and $28
    million in the second-quarter 2005, first-quarter 2005, fourth-quarter 2004 and third-quarter 2004, respectively, as a result of
    the lower depreciation and amortization expense recorded by AT&T Business.  This resulted in a reduction in AT&T Business'
    operating income and an increase in AT&T Consumer's operating income.
(6) Includes $553M prepaid card accrual in 4Q04.
</FN>
- ------------------------------------------------------------------------------------------------------------------------------------



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

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


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

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

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

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

SHAREOWNERS' EQUITY
Common Stock, $1 par value, authorized 2,500,000,000 shares;
  issued and outstanding 803,013,312 shares (net of 171,983,367
  treasury shares) at September 30, 2005 and 798,570,623 shares
  (net of 171,983,367 treasury shares) at December 31, 2004                       803                  799
Additional paid-in capital                                                     26,787               27,170
Accumulated deficit                                                           (19,824)             (21,180)
Accumulated other comprehensive income                                            109                  230
                                                                             --------             --------
     Total Shareowners' Equity                                                  7,875                7,019
                                                                             --------             --------
TOTAL LIABILITIES & SHAREOWNERS' EQUITY                                      $ 29,708             $ 32,804
                                                                             ========             ========

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



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

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

                                                                                         For the Nine Months Ended
                                                                                               September 30,

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

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

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

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

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


Reconciliation of Non-GAAP Measures


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



Net Debt

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

                                                   
(dollars in billions)                                 September 30, 2005*

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

* Numbers may not add due to rounding
- --------------------------------------------------------------------------------



Operating Income

- ------------------------------------------------------------------------------------------------------------------------------------
(dollars in millions)                                     For the three months ended September 30, 2004
- ------------------------------------------------------------------------------------------------------------------------------------
                                         AT&T Business         AT&T Consumer       Corp. and Other         Consolidated
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                            
Reported operating (loss) income
  and margin                         $ (11,095)   (196.5)%     $ 281   14.2%        $ (511)   NMF       $(11,325)   (148.3)%
- ------------------------------------------------------------------------------------------------------------------------------------

Add:
Asset impairment and
net restructuring and other
  charges                               11,859                   188                   422                12,469
                                        ------                   ---                   ---                ------

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


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

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

The  foregoing  contains   "forward-looking   statements"  which  are  based  on
management's  beliefs as well as on a number of  assumptions  concerning  future
events made by and information  currently  available to management.  Readers are
cautioned not to put undue reliance on such  forward-looking  statements,  which
are not a guarantee of performance and are subject to a number of  uncertainties
and other factors,  many of which are outside AT&T's  control,  that could cause
actual results to differ  materially  from such  statements.  These risk factors
include the impact of increasing  competition,  continued  capacity  oversupply,
regulatory  uncertainty  and the effects of  technological  substitution,  among
other risks.  For a more  detailed  description  of the factors that could cause
such a difference,  please see AT&T's10-K,  10-Q, 8-K and other filings with the
Securities and Exchange  Commission.  AT&T disclaims any intention or obligation
to update or revise any forward-looking  statements,  whether as a result of new
information, future events or otherwise. This information is presented solely to
provide additional information to further understand the results of AT&T.

                                      # # #