George H. Heilmeier To Retire As Bellcore CEO.

MORRISTOWN, N.J.--(BUSINESS WIRE)--Oct. 15, 1997--Bellcore Corporation today announced that Dr. George H. Heilmeier will retire as Chairman and CEO when the sale of the company to Science Applications International Corporation (SAIC) closes later this year. Bellcore is currently owned by the seven Regional Bell Operating Companies.

Upon retirement as CEO, Heilmeier will become Chairman Emeritus of Bellcore and will consult for the combined SAIC/Bellcore on a variety of strategic issues and initiatives. He will also assist SAIC in the selection of, and transition to, his successor.

Dr. Heilmeier, world renowned for his pioneering work in the development of liquid crystal displays (LCDs) and the recipient of numerous awards including the National Medal of Science and the IEEE Medal of Honor, was drafted out of Texas Instruments in 1991 to fill the top job at Bellcore. Over the past six years, Heilmeier has piloted the company's successful transition from the nation's largest research consortium to a competitive, profitable, growing, commercial enterprise with an expanded client base of more than 800 customers in the U.S. and abroad.

Marty Kaplan, executive VP for Pacific Telesis Group and spokesperson for the Bellcore Board of Directors, praised Heilmeier for creating "business history" while at Bellcore in leading the company's transformation. "George's unique combination of technical expertise, business savvy and industry vision, created a momentum for change at Bellcore that is truly unprecedented. Under his leadership, Bellcore has become a world leader in the technologies and initiatives that are driving the telecom industry today as well as the technologies and initiatives that will change this industry in the future."

Dr. J. Robert Beyster, Chairman and CEO of SAIC, echoed Kaplan's praise of Heilmeier. According to Beyster, Bellcore has become a "commercial powerhouse" in the industry under Heilmeier's direction. "While we understand George's desire to move on to a new set of challenges, we are extremely pleased that as Chairman Emeritus, the combined companies of SAIC and Bellcore will have the continued benefit of his experience and vision," said Beyster. A search for Heilmeier's replacement as Bellcore CEO is underway.

In speaking about his decision to leave the CEO post, Heilmeier cited more time with family, as well as the ability to pursue a wide range of science and technology activities in the national interest, as driving factors. "I'm proud of the what we have been able to accomplish at Bellcore over the past few years" said Heilmeier. "Change of that magnitude is never easy. But as a result of that change, today Bellcore is a vibrant, competitive company with a great future ahead."

In his consulting role for SAIC/Bellcore, and as a member of the Board of Directors for Compaq, TRW, Perot Systems, and ADP, as well as in other technical and business pursuits, Heilmeier will continue to exert his considerable influence as a major public figure in the scientific, technological and business communities. "I'm an engineer at heart so I can never retire in the traditional sense," said Heilmeier.

Bellcore, headquartered in Morristown, N.J., is a leading provider of communications software engineering and consulting services based on world-class research. Bellcore creates business solutions that make information technology work for telecommunications carriers businesses and governments worldwide. Bellcore has sales offices throughout the U.S., as well as international offices in Europe, Central and South America, and Asia Pacific. SAIC has announced that it has agreed to purchase Bellcore once requisite regulatory approvals have been obtained. Information on Bellcore and its products and services is available at Bellcore's Web site, http://www.bellcore.com, or by calling 1-800-521-CORE.

Dr. George H. Heilmeier, Chairman And Chief Executive Officer Bellcore

GEORGE H. HEILMEIER is Chairman and Chief Executive Officer of Bellcore, a leading provider of communications software and professional services based on world-class research. He will retire as Chairman and CEO when the sale of Bellcore to Science Applications International Corporation (SAIC) closes, expected fourth quarter 1997, at which time he will assume the position of Chairman Emeritus of Bellcore. In this position he will consult for the combined SAIC/Bellcore on a variety of strategic issues and initiatives.

Prior to joining Bellcore in March 1, 1991, as the company's President and Chief Executive Officer, Heilmeier was Senior Vice President and Chief Technical Officer of Texas Instruments, Inc. Dr. Heilmeier, a native of Philadelphia, holds a B.S. in electrical engineering from the University of Pennsylvania and M.A., M.S.E., and Ph.D. degrees in solid-state electronics from Princeton University. He has also been awarded honorary doctorates from Stevens Institute and Technion, the Israel Institute of Technology.

He joined RCA Laboratories in 1958, working on various electronic and electro-optic devices, and became Head of Solid State Device Research in 1966. His work with electro-optic effects in liquid crystals led to the first liquid-crystal displays for calculators, watches, computers and instrumentation. That effort earned him in 1968 the prestigious David Sarnoff Award from the Institute of Electrical and Electronics Engineers and the Eta Kappa Nu Award as the Outstanding Young Electrical Engineer in the U.S.

In 1970, he was chosen as a White House Fellow working on long-range research and development planning and technology assessment as a Special Assistant to the Secretary of Defense. A year later, he was appointed Assistant Director of Defense Research & Engineering in charge of all Department of Defense programs in electronics, computer technology, and the physical sciences. Heilmeier won confirmation in 1975 as Director of the Defense Advanced Research Projects Agency (DARPA), where he initiated major efforts in stealth aircraft, space-based lasers and reconnaissance systems, infrared technology, and artificial intelligence. During his tenure at DARPA, he was twice awarded the Department of Defense Distinguished Civilian Service Medal, the highest civilian award given by the Department and one that is rarely given twice.

Heilmeier left government in late 1977 to join Texas Instruments as Vice President responsible for R&D in petroleum exploration, systems technology, microelectronics, and software for TI's equipment businesses. In 1978, he was appointed Vice President of Corporate Research, Development, Engineering and Strategic Planning and was named Senior Vice President and Chief Technical Officer in 1983.

He has received numerous awards, including the prestigious Japanese Communications and Computers Prize (1990) and three major IEEE awards, including the David Sarnoff Award, Founders Award, and the Philips Award. In September 1991, he was awarded the National Medal of Science by President Bush for contributions to national security and competitiveness. He received the National Academy of Engineering Founders Award, the academy's highest honor, in September 1992, and Eta Kappa Nu's Vladimir Karapetoff Eminent Members' Award in April 1993. In 1993, he received the Industrial Research Institute Medal for outstanding accomplishment in leadership of industrial research and was named the first Technology Leader of the Year by Industry Week magazine. His leadership in telecommunications and technology management was also recognized in a 1995 honorary doctorate in engineering from Stevens Institute of Technology and, in 1997, an honorary doctorate from Technion, the Israel Institute of Technology. In 1996, he received the John Scott Award for Scientific Achievements from the city of Philadelphia for his pioneering work in the development of liquid-crystal displays. Previous winners of the Scott Award included Albert Einstein, G. Marconi, Madame Curie, the Wright brothers and Thomas Edison.. The IEEE has recently awarded him the 1997 Medal of onor, its highest honor.

Dr. Heilmeier is a member of the Defense Science Board, the President's National Security Telecommunications Advisory Committee (NSTAC), and the National Security Agency Scientific Advisory Board. He serves on the Boards of Directors of TRW, The MITRE Corporation, Compaq Computer Corporation, Perot Systems, and Automatic Data Processing (ADP). He is also a member of General Motors Science Advisory Committee, the National Academy of Engineering, Massachusetts Institute of Technology Visiting Committee, Princeton University School of Engineering and Applied Science Leadership Council, Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania, and a Fellow of the IEEE and of the American Academy of Arts and Sciences. -0- Editors Note: Photos Available On Request

CONTACT: Bellcore Corp., Morristown

Barbara McClurken

973/829-2164