AT&T Completes Comcast Merger

BEDMINSTER, N.J. -- AT&T today spun off AT&T Broadband to AT&T shareowners of record on November 15, 2002. Immediately following the spin off, AT&T Broadband combined with Comcast Corporation. The combination, which creates the world's pre-eminent broadband services company, has an aggregate value of approximately $60 billion, including stock and debt. With more than 21.4 million subscribers, the new Comcast is one of the leading broadband communications, media and entertainment companies in the world. It will be the world's leading provider of broadband video, voice and data services. The combined company will have 59,000 employees, a presence in 41 states, approximately 6.3 million digital video customers, 3.3 million high-speed data customers and 1.3 million cable telephony customers. C. Michael Armstrong, retiring chairman and chief executive officer of AT&T and now chairman of Comcast Corporation said, "Once again AT&T Broadband is positioned to accelerate the development and transformation of our industry. AT&T Broadband and Comcast can accomplish more together than we could alone. Comcast will create value for its customers, shareowners and employees by bringing more services to more people more quickly." The merger will be accomplished through an exchange of stock to AT&T shareowners, who will receive .3235 of a share of Comcast Corporation Class A common stock for each share of AT&T they owned at market close on November 15, 2002 - the record date. Following the merger AT&T shareowners will own a 56 percent economic stake and about a 66 percent voting interest in the new company. The Roberts family, which owns Comcast Class B shares, will control one third of the new company's outstanding voting interest. Also today, AT&T conducted its previously announced 1-for-5 reverse stock split, which was approved by AT&T shareowners earlier this year. Following completion of the reverse stock split, AT&T anticipates it will have approximately 770 million shares outstanding. AT&T Corp. Comcast Corp.