AT&T and Comcast Announce Exchange Offer for AT&T Debt in Connection with AT&T Comcast Transaction

AT&T and Comcast Announce Exchange Offer for AT&T Debt in Connection with AT&T Comcast Transaction

Bedminster, NJ and Philadelphia, PA

AT&T (NYSE: T) and Comcast Corporation (Nasdaq: CMCSA, CMCSK) today announced the launch of an exchange offer that relates to an aggregate of $11.8 billion of AT&T's existing debt securities as part of the planned combination of Comcast and AT&T Broadband (the "AT&T Comcast Transaction"). 

The offer, as described in the Prospectus dated October 4, 2002, involves two kinds of exchanges. The following table identifies which AT&T notes are eligible for which kind of exchange.

CUSIP No. Proration Exchange Credit

Percentage Spread Spread

Broadband New Broadband

Eligible Notes

Notes

7.00% Notes

Due May 15, Notes Due

2005 001957AS8 65% 2.85% March 15, 2013 4.35

7.50% Notes

Due 2006 001957AP4 65% 3.40% " "

7.75% Notes

Due March 1,

2007 001957AR0 65% 3.40% " "

6.00% Notes

Due 2009 001957AV1 65% 2.65% " "

8.125%

Debentures Due

January 15, Notes Due

2022 001957AJ8 65% 3.15% Nov. 15, 2022 4.40%

8.125%

Debentures Due

July 15,

2024 001957AK5 65% 3.20% " "

8.35%

Debentures

Due 2025 001957AQ2 65% 3.35% " "

8.625%

Debentures Due

December 1,

2031 001957AL3 65% 3.35% " "

CUSIP No.

AT&T Eligible Notes New AT&T Notes

5.625% Notes 6.375% Notes Due

Due 2004 001957AU3 March 15, 2004

6.75% Notes 7.50% Notes Due

Due 2004 001957AM1 April 1, 2004

7.75% Medium-Term Notes, 8.35% Medium-Term Notes,

Series A Due May 15, 2025 00206QAP9 Series A Due May 15, 2025

8.00% Medium-Term Notes, 8.60% Medium-Term Notes,

Series A Due May 15, 2025 00206QAN4 Series A Due May 15, 2025

6.50% Notes Due 2029 001957AW9 6.50% Notes Due

March 15, 2013

FRN Medium-Term Notes, Series FRN Medium-Term Notes,

A Due 2054 (spread over Series A Due 2054 (spread

commercial paper: -0.15%) 00206QAE4 over commercial paper: +0.45%)

In the first kind of exchange, AT&T is offering to exchange the Broadband Eligible Notes for notes that, upon completion of the AT&T Comcast Transaction, will become New Broadband Notes. The New Broadband Notes will be obligations of AT&T Broadband Corp. and will be unconditionally guaranteed by AT&T Comcast Corporation and certain of its subsidiaries. Exchange ratios and interest rates for the New Broadband Notes will be announced by press release two business days prior to the expiration of the exchange offer. The exchange ratios and interest rates will be based upon spreads over the relevant reference U.S. Treasury rates as described in the Prospectus. If more than the proration percentage of any series of Broadband Eligible Notes is tendered and not withdrawn by the applicable expiration date, notes of that series will be accepted for exchange on a prorated basis.

In the second kind of exchange, AT&T is offering to exchange the AT&T Eligible Notes for New AT&T Notes that will remain solely obligations of AT&T and, upon completion of the AT&T Comcast Transaction, will have the revised terms described in the Prospectus, including the revised maturity date and/or interest rates set forth in the table above. The exchange offer for AT&T Eligible Notes is for all notes and is not subject to proration.

Neither AT&T, AT&T Broadband, nor any other entity will receive any proceeds from the issuance of the new notes in the exchange offer. The issuance of the New Broadband Notes is essentially a new offering of notes that will be obligations of AT&T Broadband and will reduce the amount that AT&T Broadband would otherwise be required to pay to AT&T upon completion of the AT&T Comcast Transaction. The issuance of the New AT&T Notes is essentially a refinancing with respect to certain of those notes that will remain obligations of AT&T after the completion of the AT&T Comcast Transaction.

To participate in either kind of exchange, bondholders must consent to an amendment to the terms of their original notes to the extent their notes are accepted for exchange. This amendment will provide, among other things, that in the AT&T Comcast Transaction, neither AT&T Comcast Corporation nor any of its affiliates needs to assume AT&T's obligations on the original notes. The amendment will amend any series of notes so long as more than 50 percent by principal amount of that series consents. The terms of and the liquidity of the trading market for the original notes may be affected, even for non-participating holders, by the exchange offer.

AT&T will not accept any notes of a particular series unless more than 50 percent of the principal amount of that series of notes has been validly tendered and not withdrawn by the applicable expiration date. The closing of the exchange offer is subject to the conditions that are described in the Prospectus.

The exchange offer and withdrawal rights will expire at 12:00 midnight, New York City time, on November 1, 2002 unless extended. AT&T will announce any extensions by press release or other permitted means no later than 9:00 a.m., New York City time, the day after expiration of the exchange offer for that series of notes. Holders may withdraw any notes tendered until the expiration of the exchange offer for that series of notes.

The terms of the exchange offer and other information relating to AT&T and Comcast are set forth and incorporated by reference in the Prospectus and should be read carefully, including the risk factors contained and incorporated by reference in the Prospectus.

Copies of the Prospectus and the related letters of transmittal may be obtained from D.F. King & Co., Inc., the Information Agent at (212) 269-5550 or (866) 868-2409. Together with AT&T Corp., the additional registrants are AT&T Broadband Corp., MediaOne Group, Inc., AT&T Broadband, LLC, AT&T Comcast Corporation and Comcast Cable Communications, Inc. None of the Board of Directors of AT&T Corp., any of the additional registrants or any other person is making any recommendation as to whether holders should tender eligible notes in the exchange offer.

The Dealer Managers for this transaction are, in alphabetical order: Credit Suisse First Boston, Deutsche Bank Securities, Goldman, Sachs & Co., JPMorgan, Merrill Lynch and Morgan Stanley.

Exchange Agent Luxembourg Exchange Agent

The Bank of New York The Bank of New York(Luxembourg) S.A.

Corporate Trust Reorganization Unit Aerogolf Center-1A, Hoehenhof

101 Barclay Street, 7E L-1736 Senningerberg

New York, New York 10286 Luxembourg

Attn: Kin Lau Attn: Sunjeeve D. Patel

Toll Free: (800) 254-2826 Telephone: 44 207 964 6337

Telephone: (212) 815-3750 Facsimile: 44 207 964 6399

Facsimile: (212) 298-1915

Information Agent

D.F. King & Co., Inc.

77 Water Street, 20th Floor

New York, New York 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll Free: (866) 868-2409

D.F. King (Europe) Limited

2 London Wall Buildings - 2nd Floor

London EC2M5PP

Telephone: 44 207 920 9700

The Dealer Managers for the exchange offer are, in alphabetical order, as

follows:

Credit Suisse First Boston

11 Madison Avenue

New York, New York 10010

Attn: Liability Management Group

Toll Free: (800) 820-1653

Collect: (212) 325-2537

Deutsche Bank Securities

31 West 52nd Street

New York, New York 10019

Attn: Liability Management Group

Toll Free: (866) 627-0391

International: 44 207 545 8011

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Attn: Liability Management Group

Toll Free: (877) 686-5059

Collect: (212) 902-0041

JPMorgan

270 Park Avenue

New York, New York 10017

Attn: Liability Management Group

Toll Free: (866) 834-4666

Collect: (212) 834-4851

Merrill Lynch & Co.

4 World Financial Center

New York, New York 10080

Attn: Liability Management Group

Toll Free: (888) 654-8637

Collect: (212) 449-4914

Morgan Stanley

1585 Broadway

New York, New York 10036

Attn: Liability Management Group

Toll Free: (800) 624-1808

Collect: (212) 761-2219

This press release is neither an offer to exchange nor a solicitation of an offer to exchange the securities. The exchange offer is made only by the Prospectus dated October 4, 2002 and the related letter of transmittal and is not being made to, and tenders will not be accepted from or on behalf of, holders of the securities in any jurisdiction for which the making or acceptance of the exchange offer would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the exchange offer to be made by a licensed broker or dealer, the exchange offer shall be deemed to be made on behalf of AT&T by the Dealer Managers or their affiliates licensed under the laws of the relevant country or jurisdiction.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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