AT&T, TCI to merge, create new AT&T consumer services unit

AT&T to create separately traded unit to provide consumer communications and entertainment services

AT&T's second quarter earnings to exceed estimates

NEW YORK – JUNE 24, 1998 – AT&T announced today that it has signed a definitive merger agreement with Tele-Communications, Inc. (TCI) for an all-stock transaction valued at approximately $48 billion. Under the agreement, AT&T will issue 0.7757 shares of AT&T common stock for each share of TCI Group Series A stock and 0.8533 shares of AT&T for each share of TCI Group Series B stock.

Immediately following the merger, AT&T will combine its current consumer long-distance, wireless and Internet services units with TCI's cable, telecommunications, and high-speed Internet businesses to create a new subsidiary – AT&T Consumer Services. The company will trade as a "letter" or "tracking stock" on the New York Stock Exchange and have a significant public ownership. AT&T will also issue separate tracking stock to holders of TCI's programming arm, Liberty Media Group, to continue the holders' interests in the assets now represented by those shares.

Separately, AT&T announced that its second quarter earnings would exceed analyst estimates of 80 cents to 82 cents per share by 8 cents to 10 cents due to earlier and better than expected benefits from its on-going cost reduction efforts. The company anticipates 1998 earnings of $3.35 to $3.45 per share, adjusted for the effects of the company's pending merger with TCG.

AT&T Consumer Services

AT&T Consumer Services will own and operate the nation's most extensive, broadband local network platform. Following the merger, the new unit intends to significantly accelerate the upgrading of its cable infrastructure, enabling it to begin providing digital telephony and data services to consumers by the end of 1999, in addition to digital video services.

"Today we are beginning to answer a big part of the question about how we will provide local service to U.S. consumers," said C. Michael Armstrong, chairman and CEO of AT&T.

"We are merging with TCI not only for what it is but for what we can become together," Armstrong explained. "Through its own systems and in partnership with affiliates, AT&T Consumer Services will bring to people's homes the first fully integrated package of communications, electronic commerce and video entertainment services. And it will do it with the quality and reliability that people have come to expect from AT&T."

"This merger is a tremendous growth opportunity for TCI's shareowners and employees," said John C. Malone, chairman and CEO of TCI. "As TCI continues the large-scale deployment of advanced digital set-top devices, AT&T's extraordinary brand and resources are ideal complements to TCI's broadband cable distribution and operations. AT&T Consumer Services will offer consumers a wide variety of entertainment, information and communications products, which thoughtfully address personal tastes, needs, choice and convenience."

John D. Zeglis, currently president of AT&T, will be chairman and CEO of AT&T Consumer Services and will remain on the AT&T Board of Directors. Leo J. Hindery, Jr., currently president of TCI, will be the new unit's president and chief operating officer. Malone has agreed to become a member of the AT&T Board of Directors.

AT&T Consumer Services will provide its services to consumers through a combination of its own broadband networks and services it will procure from others, including AT&T. The new unit will include all of the cable television systems AT&T is acquiring in the merger with TCI, as well as AT&T's fixed wireless technology and related spectrum rights covering more than 90 percent of the nation. When the merger and pending TCI cable system transactions are complete, AT&T Consumer Services' wholly owned and affiliated cable systems will pass 33 million homes.

In addition to these physical assets, AT&T Consumer Services will also include all elements of AT&T's existing consumer businesses, except network operations that it will procure from its parent. AT&T's consumer businesses include the nation's leading long-distance services, with annual revenues of approximately $23 billion, and the most broadly available wireless services, with annual revenues greater than $3 billion.

AT&T's consumer businesses include AT&T WorldNet* services, one of the industry's leading dial-up Internet access services. Through the acquisition of TCI, AT&T Consumer Services will also hold a controlling interest in the @Home Network, the leading provider of high-speed Internet access and content services. @Home currently has affiliate agreements with TCI and several major cable companies that collectively pass more than 50 million homes.

On a pro forma basis, before considering synergies, the company projects that AT&T Consumer Services could have 1999 revenue of approximately $33 billion and earnings before interest, taxes, depreciation and amortization (EBITDA) of approximately $7 billion to $7.5 billion. AT&T and TCI anticipate their merger will result in increased revenue and lower costs, producing synergies of approximately $2 billion per year beginning three years after the merger closes. For example, the merger is expected to improve TCI's cable service penetration and improve customer retention for AT&T's consumer long distance service. It will also help reduce the charges AT&T pays to local telephone companies to handle long-distance calls and allow both companies to reduce their respective customer care, billing and advertising expenses.

Business Communications, Wholesale Networking Services

It will own and operate the world's most extensive and advanced communications network, the nation's largest wireless infrastructure, and, following the pending acquisition of TCG, a local access network reaching more than 250 cities from coast to coast.

"AT&T is now better positioned for growth," said Armstrong. "When this transaction is completed, AT&T will be the undisputed leader in three of the fastest growing segments of the communications services industry - consumer, business and wholesale networking services."

Neither AT&T nor TCI anticipates any significant downsizing to result from the merger. Most AT&T and TCI employees will follow their jobs, and both companies have established senior management teams to ensure a smooth transition. In fact, both companies expect the merger and the creation of AT&T Consumer Services to accelerate their growth, significantly enhancing career opportunities for all employees involved.

AT&T and TCI said that they expect the merger, which is contingent on regulatory and other approvals, to be tax-free to their respective shareholders and to close in the first half of 1999.

Michael Armstrong, Chairman And Chief Executive Officer - AT&T

C. Michael Armstrong was elected chairman of the board and CEO of AT&T effective November 1, 1997.

At AT&T, he heads the world's leading communications services company, with more than 90 million customers, 130,000 employees and $52 billion in revenues.

Armstrong came to AT&T from Hughes Electronics, where he had been chairman and CEO for six years, transforming it from a company focused mainly on defense to a powerful competitor in the commercial electronics, space and telecommunications industries.

Prior to Hughes, Armstrong spent more than three decades with IBM. Beginning there as a systems engineer, he rose through the ranks to become senior vice president and chairman of the board of IBM World Trade Corporation. Earlier, he played major roles in IBM's personal computer and telecommunications businesses.

Born October 18, 1938, in Detroit, Michigan, Armstrong earned a B.S. degree in business and economics from Miami University of Ohio in 1961, and completed the advanced management curriculum at Dartmouth Institute in 1976. He was awarded an honorary Doctor of Laws degree from Pepperdine University in 1997.

An active supporter of higher education, Armstrong is a trustee of Johns Hopkins University and a member of the advisory board of the Yale School of Management.

Armstrong serves as chairman of the President's Export Council, the premier national advisory committee on international trade to President Clinton and the Secretary of Commerce. He is also a member of the Business Council, Council on Foreign Relations, the National Security Telecommunications Advisory Committee and the Defense Policy Advisory Committee on Trade.

Armstrong is a member of the board of directors of Travelers Corporation, and the supervisory board of the Thyssen-Bornemisza Group.

April 1998

John C. Malone, Chairman and Chief Executive Officer - TCI

Previous to that, from 1973 to 1996, Dr. Malone served as President and CEO of TCI. He is a Director of TCI and also serves on the Board of Directors for the Bank of New York, the CATO Institute, Discovery Communications, Inc., PRIMESTAR, Inc. and BET Holdings, Inc. Additionally, Dr. Malone is Chairman of the Board for Cable Television Laboratories, Inc., and Tele-Communications International, Inc.

Born March 7, 1941, in Milford, Connecticut, Dr. Malone was a Phi Beta Kappa and merit scholar at Yale University where he obtained a Bachelor of Science in Electrical Engineering and Economics in 1963. He also received a Master of Science in Industrial Management from Johns Hopkins in 1964 and a Doctor of Philosophy (Ph.D.) in Operations Research from Johns Hopkins in 1967.

Dr. Malone began his career in 1963 at Bell Telephone Laboratories/AT&T in economic planning and research and development. In 1968, he joined McKinsey & Company and in 1970 he became Group Vice President at General Instrument Corporation (GI). He was later named President of Jerrold Electronics, a GI subsidiary.

He served as Director of the National Cable Television Association (NCTA) from 1974 to 1977 and again from 1980 to 1993. During the 1977-1978 term, Dr. Malone was the NCTA's Treasurer.

In 1983, Dr. Malone received the NCTA Vanguard Award, one of the highest honors in the cable television industry. He has received many other awards and honors which include: TVC Magazine Man of the Year Award - 1981; Wall Street Transcript's Gold Award for the cable industry's best Chief Executive Officer - 1982, 1985, 1986 and 1987; Wall Street's Transcript Silver Award in 1984 and 1989; Women In Cable's Betsy Magness Fellowship Honoree; University of Pennsylvania Wharton School Sol C. Snider Entrepreneurial Center Award of Merit for Distinguished Entrepreneurship; American Jewish Committee Sherrill C. Corwin Human Relations Award; Denver University Honorary Degree for Doctorate of Human Letters - 1992; Communications Technology Magazine Service and Technology Award; Bronze Award - 1993 Financial World CEO of the Year Competition; and 1994 Hopkins Distinguished Alumnus Award.

John D. Zeglis, President - AT&T

Zeglis grew up in Momence, Illinois. He spent his undergraduate years at the University of Illinois, and was a 1972 magna cum laude graduate of Harvard Law School. He was a senior editor of the Harvard Law Review and won a Knox Memorial Fellowship for a year of postgraduate study in law and economics in Europe. He began his career in law in 1973 as an associate with Sidley & Austin. He became a partner in 1978, and on January 1, 1984, he joined AT&T as corporate vice president and general attorney.

Zeglis was named AT&T's general counsel in 1986. While retaining that title he served in a series of executive assignments with increasing responsibility before being elected vice chairman in June 1997 and president in October 1997.

He is a member of the American Bar Association and state and local bar associations and professional groups, and is active in volunteer groups supporting education. He is the chairman of the Board of Trustees of the George Washington University, a trustee of the Brookings Institution in Washington, D.C., and a trustee of the Culver Education Foundation, Culver, Indiana. Zeglis is also a member of the Kellogg Advisory Board of the J.L. Kellogg Graduate School of Management at Northwestern University and a member of the University of Illinois Business Advisory Council. He is a director of the Helmerich and Payne Corporation in Tulsa, Oklahoma, as well as the Illinova Corporation in Decatur, Illinois.

Zeglis lives in New Jersey and is married to the former Carol Jane Hamm. They have three children.

January 1998

Leo J. Hindery, Jr. - TCI

Prior to joining TCI, Mr. Hindery was Managing General Partner and Chief Executive Officer of InterMedia Partners and its related entities, which he founded in 1988. InterMedia is the nation's tenth largest multiple system operator.

Before launching InterMedia Partners, Mr. Hindery was Chief Officer for Planning and Finance of The Chronicle Publishing Company of San Francisco, which owns substantial newspaper and television broadcast properties and, at the time, owned significant cable television properties. Prior to joining Chronicle, Mr. Hindery was Chief Financial Officer and Managing Director of Becker Paribas, Inc., a major New York-based investment banking firm. His career began with Utah International Inc. in 1971, where he became the company's senior financial officer, with responsibility for financings, acquisitions and development.

Mr. Hindery graduated with honors from Stanford University's Graduate School of Business in 1971, where he earned a master of business administration degree. He is a graduate with honors of Seattle University.

Mr. Hindery is a Director of Tele-Communications, Inc. and of @Home Network, Cablevision, Inc., Lenfest Group, TCI Music, Inc., Tele-Communications International, Inc., and USA Networks, Inc.; Chairman, a Director and member of the Executive Committee of the National Cable Television Association (NCTA); Chairman and a Director of C-SPAN; and a member of the Executive Committee of Cable in the Classroom. He is also an honorary chair of Cable Positive, the cable industry's AIDS awareness organization, and a member of the Stanford Business School Advisory Council.