AT&T and Comcast Announce Recalculated Interest Rates and Exchange Ratios for Exchange Offer in Connection with AT&T Comcast Transaction

AT&T and Comcast Announce Recalculated Interest Rates and Exchange Ratios for Exchange Offer in Connection with AT&T Comcast Transaction

Bedminster, NJ and Philadelphia, PA

AT&T and Comcast Corporation today announced the recalculated exchange ratios and interest rates for the Broadband Eligible Note portion of AT&T's pending exchange offer relating to an aggregate of $11.8 billion of its existing debt securities. The exchange offer is a part of the planned combination of Comcast and AT&T Broadband (the "AT&T Comcast Transaction").

The exchange offer and withdrawal rights will expire at 12:00 midnight, New York City time, on November 8, 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 business 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. If the exchange offer is extended as to any series of Broadband Eligible Notes, the exchange ratios and interest rates applicable to such Broadband Eligible Notes will be recalculated based on the relevant exchange spread, credit spread and reference U.S. Treasury rates on the date two business days prior to the expiration of the extended exchange offer. Information in this press release assumes no extension of the exchange offer for any series of notes.

Unless further extended, AT&T anticipates the settlement date for the exchange offer will be November 14.

Holders tendering by notice of guaranteed delivery are reminded that certificates for all physically tendered notes, in proper form for transfer, or a book-entry confirmation, as the case may be, must be received by the exchange agent within three New York Stock Exchange trading days after the date the notice of guaranteed delivery is executed, and in no event later than November 13, 2002. Because Monday, November 11, 2002, is a New York Stock Exchange trading day, any person wishing to tender notes purchased on Friday, November 8, 2002, will need to make special arrangements with its seller in order to comply with this timing requirement.

The following table sets forth certain information relating to the calculation of the coupon on the New Broadband Notes:

New Broadband NotesCUSIP No.Reference U.S. TreasuryReference U.S. Treasury YieldCredit SpreadCoupon
8.375% Notes Due 2013 00209TAA3 4.375% US Treasury Note Due 08/15/12 4.025% 4.35% 8.375%
9.455% Notes Due 2022 00209TAB 5.375% US Treasury Note Due 02/15/31 5.055% 4.40% 9.455%

The following table sets forth certain information relating to the calculation of the exchange ratios:

Broadband Eligible NotesReference U.S. TreasuryReference U.S. Treasury YieldExchange SpreadBroadband Eligible Note Exchange YieldExchange Price of Broadband Eligible Note at Exchange YieldExchange Ratio
7.00% Notes Due May 15, 2005 6.50% US Treasury Note Due 05/15/05 2.029% 2.85% 4.879% $1,049.40 1.04940
7.50% Notes Due 2006 4.625% US Treasury Note Due 05/15/06 2.463% 3.40% 5.863% $1,051.70 1.05170
7.75% Notes Due March 1, 2007 6.25% US Treasury Note Due 02/15/07 2.734% 3.40% 6.134% $1,060.10 1.06010
6.00% Notes Due 2009 5.50% US Treasury Note Due 05/15/09 3.436% 2.65% 6.086% $995.44 0.99544
8.125% Debentures Due January 15, 2022 5.375% US Treasury Bond Due 02/15/31 5.055% 3.15% 8.205% $992.15 0.99215
8.125% Debentures Due July 15, 2024 5.375% US Treasury Bond Due 02/15/31 5.055% 3.20% 8.255% $986.80 0.98680
8.35% Debentures Due 2025 5.375% US Treasury Bond Due 02/15/31 5.055% 3.35% 8.405% $994.32 0.99432
8.625% Debentures Due December 1, 2031 5.375% US Treasury Bond Due 02/15/31 5.055% 3.35% 8.405% $1,023.70 1.02370

As described in the Prospectus dated October 4, 2002, the exchange ratios and interest rates were based upon spreads determined as of the date of the Prospectus over the relevant reference U.S. Treasury rates in effect at 2:00 p.m. on November 6, 2002, which is two business days prior to the new assumed expiration date of the exchange offers of November 8, 2002. 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.

The following table sets forth the CUSIP numbers for the existing Broadband Eligible Notes, the Broadband Exchange Notes to be issued on the settlement date for the exchange offer, and the New Broadband Notes to be issued upon closing of the AT&T Comcast Transaction:

Broadband Eligible NotesCUSIP No.
7.00% Notes Due May 15, 2005 001957AS8
7.50% Notes Due 2006 001957AP4
7.75% Notes Due March 1, 2007 001957AR0
6.00% Notes Due 2009 001957AV1
8.125% Debentures Due January 15, 2022 001957AJ8
8.125% Debentures Due July 15, 2024 001957AK5
8.35% Debentures Due 2025 001957AQ2
8.625% Debentures Due December 1, 2031 001957AL3
 
Broadband Exchange Notes 
7.00% Notes Due May 15, 2005 00209UAA0
7.50% Notes Due 2006 00209UAB8
7.75% Notes Due March 1, 2007 00209UAC6
6.00% Notes Due 2009 00209UAD4
8.125% Debentures Due January 15, 2022 00209UAE2
8.125% Debentures Due July 15, 2024 00209UAF9
8.35% Debentures Due 2025 00209UAG7
8.625% Debentures Due December 1, 2031 00209UAH5
 
New Broadband Notes 
8.375% Notes Due 2013 00209TAA3
9.455% Notes Due 2022 00209TAB1

The following table sets forth the CUSIP numbers for the existing AT&T Eligible Notes and the New AT&T Notes to be issued on the settlement date for the exchange offer. Investors are reminded that the New AT&T Notes will have the same coupon and maturity date as the existing AT&T Eligible Notes until the closing of the AT&T Comcast Transaction:

AT&T Eligible Notes
5.625% Notes Due March 15, 2004 001957AU3
6.75% Notes Due April 1, 2004 001957AM1
7.75% Medium-Term Notes, Series A Due May 15, 2025 00206QAP9
8.00% Medium-Term Notes, Series A Due May 15, 2025 00206QAN4
6.50% Notes Due March 15, 2029 001957AW9
FRN Medium-Term Notes, Series A Due 2054 (spread over commercial paper: -.15%) 00206QAE4
 
New AT&T Notes
6.375% Notes Due March 15, 2004 001957BE8
7.50% Notes Due April 1, 2004 001957BF5
8.35% Medium-Term Notes, Series A Due May 15, 2025 00206QAR5
8.60% Medium-Term Notes, Series A Due May 15, 2025 00206QAS3
6.50% Notes Due March 15, 2013 001957BJ7
FRN Medium-Term Notes, Series A Due 2054 (spread over commercial paper: +.45%) 00206QAT1

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.

None of the Boards of Directors of AT&T Corp., Comcast Corporation or the additional registrants is making, and none of them have authorized any Dealer Manager or any other person to make (a) any recommendation as to whether holders should tender eligible notes in the exchange offer, (b) any prediction as to the price at which the New AT&T Notes, the Broadband Exchange Notes or the New Broadband Notes will trade on a when-issued basis, at initial issuance or thereafter, or © any prediction as to the price at which any eligible notes not tendered or not accepted in the exchange offer will trade after the expiration of the exchange offer, or as to the price at which they would trade if the exchange offer is not completed. The additional registrants are AT&T Broadband Corp., MediaOne Group, Inc., AT&T Broadband, LLC, AT&T Comcast Corporation and Comcast Cable Communications, Inc.

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

The Bank of New York

Corporate Trust Reorganization Unit

101 Barclay Street, 7E

New York, New York 10286

Attn: Kin Lau

Toll Free: (800) 254-2826

Telephone: (212) 815-3750

Facsimile: (212) 298-1915

Luxembourg Exchange Agent

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

Aerogolf Center-1A, Hoehenhof

L-1736 Senningerberg

Luxembourg

Attn: Sunjeeve D. Patel

Telephone: 44 207 964 6337

Facsimile: 44 207 964 6399

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 letters 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.

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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