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Recent Financial Releases September
30 , 2002 July
10, 2002 September
28, 2001 July
18, 2001 AT&T
Comcast Receives Investment Grade Rating
These credit ratings satisfy the ratings condition in AT&T Comcast $12.8 billion bank facilities allowing it to access to all amounts originally anticipated under those facilities. Although Moody's also revised Comcast Corporation's own credit rating from Baa3 to Ba1, Comcast does not anticipate substantial debt issuances at the Comcast Corporation level at any time in the near future. This press release contains forward-looking statements. Readers are cautioned that such forward-looking statements involve risks and uncertainties that could significantly affect actual results from those expressed in any such forward-looking statements. Readers are directed to Comcast's Quarterly Report on Form 10-Q for a description of such risks and uncertainties. About Comcast Comcast
Corporation (www.comcast.com)
is principally involved in the development, management and operation
of broadband cable networks, and in the provision of electronic
commerce and programming content. Comcast Cable is the third largest
cable company in the United States serving more than 8.5 million
cable subscribers. Comcast's commerce and content businesses include
majority ownership of QVC, Comcast-Spectacor, Comcast SportsNet,
The Golf Channel, Outdoor Life Network, G4, a controlling interest
in E! Networks, and other programming investments. Comcast's Class
A Special and Class A Common Stock are traded on The Nasdaq Stock
Market under the symbols CMCSK and CMCSA, respectively. For release Wednesday, August 21, 2002 AOL TIME WARNER, AT&T AND COMCAST AGREE TO RESTRUCTURE TIME WARNER ENTERTAINMENT PARTNERSHIP Significant
Near-Term Liquidity Immediately Companies to Introduce AOL High-Speed Broadband to 10 Million Homes
AT&T Comcast will assume AT&T's interest in TWE upon the closing of the previously announced merger of AT&T Broadband with Comcast. The companies said that the restructuring would enable them to meet their regulatory commitments while raising cash that will be used to reduce debt. "This agreement will turn a non-strategic investment into cash that we can use to pay down debt," said C. Michael Armstrong, Chairman and CEO of AT&T. "That has been the goal since we acquired our stake in Time Warner Entertainment and I'm delighted we were able to accomplish it on favorable terms for everyone involved." Under the agreement, for its 27.64 percent stake in TWE, AT&T Broadband will receive $2.1 billion in cash, $1.5 billion in common stock of AOL Time Warner Inc., valued as of the time of closing, and a 21 percent equity interest (with less than five percent voting power in the election of directors) in a new cable company serving about 10.8 million subscribers. The new company, to be called Time Warner Cable Inc., will be formed from TWE's existing cable properties and additional cable properties to be contributed by AOL Time Warner. AOL Time Warner will assume complete ownership of TWE's major content assets, which include Home Box Office (HBO), Warner Bros. and stakes in Comedy Central, Court TV and The WB Network. Comcast Corporation President Brian L. Roberts said, "This is a terrific agreement for all parties. As stated when we announced the merger with AT&T Broadband, monetizing the TWE assets has been a major priority. Today's restructuring generates significant near-term liquidity that immediately strengthens AT&T Comcast's balance sheet, leaving 21 percent of Time Warner Cable to be monetized over time." Additionally, AT&T Broadband and Comcast have reached a three-year non-exclusive agreement with AOL Time Warner under which AOL High-Speed Broadband service would be made available on AT&T Comcast cable systems, which pass about 10 million homes. While confidential, financial terms of the agreement are comparable to other recent broadband carriage agreements reached by Comcast and AT&T Broadband. Roberts added, "In another example of our commitment to offer broadband choice to consumers, we are making AOL High-Speed Broadband available to 10 million homes passed by AT&T Comcast systems, creating a sound business opportunity for both AT&T Comcast and AOL." AT&T and Comcast said that they intend to place in trust the AOL Time Warner common stock, as well as the economic and voting interest in Time Warner Cable. Time Warner Cable is expected to conduct an initial public offering of common stock following the restructuring. Under the agreement, AT&T, or AT&T Comcast, will have the right to sell its shares in Time Warner Cable under priority demand registration rights that will facilitate an expeditious disposition. AT&T or AT&T Comcast will also have the right to sell its AOL Time Warner common stock immediately after closing. The boards of all three companies have approved the restructuring agreement, which will require certain regulatory approvals and is expected to close in the first half of 2003. AT&T and Comcast continue to expect the AT&T Comcast merger to close by the end of 2002. The TWE restructuring and the high-speed broadband carriage agreements between AT&T Broadband and AOL Time Warner are not conditioned on the closing of the merger of AT&T Broadband and Comcast. AT&T
acquired its stake in TWE as part of its June 2000 acquisition of
the MediaOne Group. In February of 2001, AT&T requested that
TWE convert the limited partnership into a corporation and create
equity securities for registration with the Securities and Exchange
Commission. On July 30, the two companies agreed to suspend the
registration process to explore alternative approaches that led
to the agreements announced today. Credit
Suisse First Boston and Morgan Stanley acted as primary financial
advisors to AT&T and Comcast respectively. Additional financial
advisors included Goldman Sachs for AT&T and JP Morgan Chase
and Merrill Lynch for Comcast. Wachtell, Lipton, Rosen & Katz
is legal advisor to AT&T. Davis Polk & Wardwell is legal
advisor to Comcast. The foregoing are "forward-looking statements" which are based on AT&T's and Comcast's beliefs as well as on a number of assumptions concerning future events made by and information currently available to management. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside AT&T's and Comcast's control, that could cause actual results to differ materially from such statements. These factors include regulatory and other approvals and conditions relating to the broadband merger, the rate of decline of traditional long distance voice services, technology change and substitution, the actions of competitors in all segments in setting prices, conditions of excess capacity, and rates of implementation of regulatory changes that favor competitors and promote remonopolization. For
a more detailed description of the factors that could cause actual
results to differ from forecast, please see AT&T's, Comcast's
and Comcast Cable's filings with the Securities and Exchange Commission.
Each of these persons, as well as the additional registrants on
the exchange offer registration statement referred to above, expressly
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. AT&T
COMCAST MERGER PROCEEDING ON SCHEDULE Wednesday, July 10, 2002 Philadelphia, PA - Today in Philadelphia, shareholders of Comcast Corporation approved the merger of Comcast and AT&T Broadband, and at the shareholder meeting it was announced that Comcast and AT&T are on schedule to obtain community franchise transfers in time for the merger to close during the fourth quarter of 2002. “We proposed the creation of AT&T Comcast because it offers many benefits to customers and shareholders, and I’m pleased to announce today that we have taken a major step forward towards the creation of this new company,” said Comcast President Brian L. Roberts. In addition to shareholder approval, more than 90% of the communities (representing 80% of subscribers) that are reviewing the transfer of their franchise to AT&T Comcast have approved the transfer. The merger received the necessary votes for approval with approximately 99.8% of the votes cast by Comcast shareholders in favor of the merger and 99.8% of the votes cast in favor of the corporate governance provisions of the new company’s charter. The company’s Class A shareholders by a required separate class vote approved the “preferred” capital structure for the new company, with approximately 96.7% of the votes cast approving. Closing of the merger also is conditioned upon the receipt of certain federal regulatory approvals. Slides from today’s shareholder meeting presentation will be available within 24 hours on Comcast’s investor relations website at www.cmcsk.com. This press release contains forward-looking statements. Readers are cautioned that such forward-looking statements involve risks and uncertainties that could significantly affect actual results from those expressed in any such forward-looking statements. Readers are directed to Comcast's Quarterly Report on Form 10-Q for a description of such risks and uncertainties. About Comcast Comcast Corporation (www.comcast.com) is principally involved in the development, management and operation of broadband cable networks, and in the provision of electronic commerce and programming content. Comcast Cable is the third largest cable company in the United States serving more than 8.5 million cable subscribers. Comcast's commerce and content businesses include majority ownership of QVC, Comcast-Spectacor, Comcast SportsNet, The Golf Channel, Outdoor Life Network, G4, a controlling interest in E! Networks, and other programming investments. Comcast's Class A Special and Class A Common Stock are traded on The Nasdaq Stock Market under the symbols CMCSK and CMCSA, respectively.
AT&T
BROADBAND TO MERGE WITH COMCAST CORPORATION IN Strategic
Combination Creates One of the Most Powerful Communications, Media NEW YORK AND PHILADELPHIA -- AT&T (NYSE: T) and Comcast Corporation (NASDAQ: CMCSA, CMCSK) today announced that their Boards of Directors approved a definitive agreement to combine AT&T Broadband with Comcast in a transaction that values AT&T Broadband at an aggregate value of $72 billion. The transaction will create the world's pre-eminent broadband services company and is expected to be tax-free to shareowners. The new company, to be called AT&T Comcast Corporation, will be one of the leading and most powerful communications, media and entertainment companies in the world. It will have approximately 22 million subscribers and a major presence in 17 of the United States' 20 largest metropolitan areas, including Atlanta, Boston, Chicago, Dallas-Forth Worth, Denver, Detroit, Miami, Philadelphia, and San Francisco-Oakland. It will be the world's leading provider of broadband video, voice and data services with annual pro forma revenue of approximately $19 billion. The combined company will have a presence in 41 states with approximately 5 million digital video customers, 2.2 million high-speed data customers and one million cable telephony customers. AT&T Comcast Corporation will begin life with a clear mandate to aggressively expand the availability of those services throughout its service areas, including plans to bring a choice in local telephone service to more than 38 million homes passed by its cable systems. The new company's telephony footprint will have national reach and its scale will allow it to develop and deploy new broadband applications such as video on demand and interactive television. AT&T's decision, which received unanimous approval and full support by its Board of Directors, culminates a rigorous process that began last July when the AT&T Board directed management to assess strategic and financial alternatives for its Broadband unit to create long-term shareowner value. "AT&T
Comcast will create value for its customers, shareowners and employees
by bringing more services to more people more quickly," said
C. Michael Armstrong, Chairman and CEO of AT&T. "This is
a leap forward in realizing a vision that thousands of AT&T
people have worked toward - bringing greater choice in affordable
broadband video, voice and data services to even more American homes.
AT&T Broadband and Comcast can accomplish more together than
we could alone. Our shareowners and our employees will both benefit
from the industry-leading growth we will achieve." "We are particularly excited about the telephony prospects," Brian Roberts continued. "The size of our telephony footprint, combined with AT&T's expertise and leadership in the telephony space, will enable us to accelerate the deployment of telephone services to many new markets." "This transaction is the most rewarding and important step Comcast has taken since I started the company nearly four decades ago," said Ralph J. Roberts, chairman of Comcast Corporation. "Combining Comcast with AT&T Broadband is a once in a lifetime opportunity that creates immediate value and positions the company for additional growth in the future. Shareholders, employees and customers alike are poised to reap considerable benefits from this remarkable union." Terms of the agreement
In conjunction with the transaction, Microsoft Corporation has agreed to convert the $5 billion of AT&T subsidiary trust convertible preferred securities into 115 million shares of AT&T Comcast Corporation. AT&T and Comcast will each contribute five Board members to the new company and they will jointly select two additional members who have no current affiliation with either company. Brian Roberts, 42, will be Chief Executive Officer of the new company. As part of the agreement, Armstrong will serve as Chairman of the new company when the merger closes instead of retiring from AT&T in May 2003 as he had planned. The AT&T Comcast Corporation transaction is expected to close at the end of 2002. Until then, Armstrong, 63, will remain Chairman and CEO of AT&T. AT&T Comcast Corporation will be headquartered in Philadelphia and maintain executive offices in the New York City area. Armstrong and Roberts have also established a transition team to address issues arising from the merger of AT&T Broadband and Comcast from today's announcement through the closing. The members of the transition team are Steven Burke, president of Comcast Cable, Charles H. Noski, chief financial officer of AT&T, William Schleyer, president and CEO of AT&T Broadband, and Lawrence Smith, executive vice president of Comcast Corporation. Accounting for non-strategic assets that have been, or will be, sold, AT&T originally paid about $4,100 per subscriber for TCI and MediaOne, largely in AT&T stock. Today's announcement values AT&T's cable systems at approximately $4,500 per subscriber based on today's closing price of Comcast stock and gives AT&T shareowners majority ownership of the nation's leading broadband services company with an initial total aggregate value of approximately $120 billion. The merger of AT&T Broadband and Comcast is subject to regulatory review, approval by both companies' shareholders and certain other conditions. AT&T also intends to proceed with other aspects of its previously announced restructuring, including the creation of a tracking stock for its consumer services unit, which is expected to be fully distributed to AT&T shareholders following shareholder approval in mid-2002. Following the separation of AT&T Broadband and the establishment of the AT&T Consumer tracking stock, the familiar "T" stock symbol will reflect the financial results of AT&T Business, which will retain ownership of the "AT&T" brand. AT&T Business is one of the world's leading providers of enterprise voice and data communications, serving more than 4.2 million customers. For the 12 months ended September 30, 2001, AT&T Business had revenue of more than $28 billion and earnings before interest and taxes (EBIT), excluding other income, asset impairments and pre-tax equity earnings, of approximately $5 billion. In the same period, AT&T Consumer had revenue of nearly $16 billion and EBIT, on the same basis, of about $5.4 billion, with margins that are three times those of its largest competitor. Credit Suisse First Boston and Goldman Sachs acted as financial advisors to AT&T. Morgan Stanley, JP Morgan, Merrill Lynch and Quadrangle Group acted as financial advisors to Comcast. Wachtell, Lipton, Rosen & Katz is legal advisor to AT&T. Davis Polk & Wardwell is legal advisor to Comcast. About
AT&T About
Comcast
The foregoing are "forward-looking statements" which are based on management's beliefs as well as on a number of assumptions concerning future events made by and information currently available to management. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside AT&T's control, that could cause actual results to differ materially from such statements. For a more detailed description of the factors that could cause such a difference, please see AT&T's filings with the Securities and Exchange Commission. AT&T disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This information is presented solely to provide additional information to further understand the results of AT&T. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants
in the Solicitation Eileen M. Connolly - AT&T Adam Miller, Brian Faw - Comcast
COMCAST
SIGNS COMFIDENTIALITY AGREEMENT PHILADELPHIA — September 28, 2001 — Comcast Corporation (Nasdaq: CMCSA, CMCSK) today announced that, in connection with discussions regarding AT&T Broadband, it has entered into a reciprocal confidentiality agreement with AT&T that will permit the exchange of information between the two companies. The agreement also restricts certain discussions between Comcast and third parties which relate to AT&T Broadband without AT&T's approval. Comcast Corporation (www.comcast.com) is principally involved in the development, management and operation of broadband cable networks, and in the provision of electronic commerce and programming content. Comcast Cable is the third largest cable company in the United States serving more than 8.4 million cable subscribers. Comcast's commerce and content businesses include majority ownership of QVC, Comcast-Spectacor, Comcast SportsNet and The Golf Channel, a controlling interest in E! Networks, and other programming investments. Comcast's Class A Special and Class A Common Stock are traded on The Nasdaq Stock Market under the symbols CMCSK and CMCSA, respectively. This press release contains forward-looking statements. Readers are cautioned that such forward-looking statements involve risks and uncertainties that could significantly affect actual results from those expressed in any such forward-looking statements. Readers are directed to Comcast's Quarterly Report on Form 10-Q for a description of such risks and uncertainties. # # # Investor
Contact: Media
Contact:
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Shareholders
Respond To Comcastâs Proposal By Adding Philadelphia
- July 18, 2001 -Comcast Corporation (Nasdaq: CMCSA, CMCSK) today "We
are pleased that AT&Tâs Board of Directors has responded to
the market's Mr.
Roberts continued, ãWe are surprised that AT&Tâs Board has yet
to ask us for any Comcast
reiterated that it is prepared to acquire AT&Tâs interests in
Time Warner This
press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995.Ê In some
cases, you can identify those so-called ãforward-looking statementsä
by words such as ãmay,ä ãwill,ä ãshould,ä ãexpects,ä ãplans,ä ãanticipates,ä
ãbelieves,ä ãestimates,ä ãpredicts,ä ãpotential,ä or ãcontinue,ä
or the negative of those words and other comparable words.Ê Comcast
Corporation (ãComcastä) wishes to take advantage of the ãsafe harborä
provided for by the Private Securities Litigation Reform Act of
1995 and you are cautioned that actual events or results may differ
materially from the expectations expressed in such forward-looking
statements as a result of various factors, including risks and uncertainties,
many of which are beyond the control of Comcast.Ê Factors that could
cause actual results to differ materially include, but are not limited
to: (1) the businesses of Comcast and AT&T Broadband may not
be integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected combination
benefits from the transaction may not be fully realized or realized
within the expected time frame; (3) revenues following the transaction
may be lower than expected; (4) operating costs, customer loss and
business disruption, including, without limitation, difficulties
in maintaining relationships with employees, customers, clients
or suppliers, may be greater than expected following the transaction;
(5) the regulatory approvals required for the transaction may not
be obtained on the proposed terms or on the anticipated schedule;
(6) the effects of legislative and regulatory changes; (7) the potential
for increased competition; (8) technological changes; (9) the need
to generate substantial growth in the subscriber base by successfully
launching, marketing and providing services in identified markets;
(10) pricing pressures which could affect demand for Comcastâs services;
(11) Comcastâs ability to expand its distribution; (12) changes
in labor, programming, equipment and capital costs; (13) Comcastâs
continued ability to create or acquire programming and products
that customers will find attractive; (14) future acquisitions, strategic
partnerships and divestitures; (15) general business and economic
conditions; and (16) other risks described from time to time in
Comcastâs periodic
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COMCAST
MAKES PROPOSAL |
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PHILADELPHIA - July 8, 2001- Comcast Corporation (Nasdaq: CMCSA, CMCSK) today announced that it has made a proposal to AT&T (NYSE: T) to merge with AT&T's broadband business in a tax-free transaction. The combination would create the largest broadband communications provider in the world with approximately 22 million subscribers and leading positions in eight of the nation's 10 largest markets. Terms of the proposed transaction:
Comcast expects to generate combination benefits of at least $1.25 billion annually upon the full integration of Comcast and AT&T Broadband, with a potential to increase these benefits to between $2.6 billion and $2.8 billion annually as the companies work together to improve AT&T Broadband's margins. As a result of these combination benefits, merging Comcast and AT&T Broadband would be value accretive to both groups of shareholders. "This is an extremely compelling combination for AT&T and Comcast shareholders, customers and employees," said Mr. Ralph J. Roberts, Chairman of Comcast. "AT&T's board of directors has the opportunity not only to deliver a considerable premium to its shareholders, but also to create both tremendous growth and significant value for the long-term. In my judgment, the new company would be ideally positioned to chart the course for the future of broadband." "Over the last several months, we held discussions with AT&T Broadband regarding this combination," said Mr. Brian L. Roberts, President of Comcast. "It's unfortunate that we were unable to continue our dialogue. At this point, however, we believe that AT&T's board of directors should consider our proposal before a proxy statement relating to its broadband tracking stock proposal is sent to AT&T shareholders later this month. "Our proposal represents a dramatic acceleration of AT&T's plan to separate its broadband business," said Mr. Roberts. "This combination would unlock the value of AT&T's broadband assets while avoiding the market risks, costs and uncertainties related to AT&T's planned broadband IPO. Significantly, under our proposal, AT&T shareholders will be majority owners in the largest broadband company in the world. And given our track record, I'm confident that they will welcome our stock as currency." Since
its IPO in 1972, Comcast's stock has grown at a compound annual
growth rate of 24% compared to 12% for the S&P 500. Since
1998, Comcast's stock price has appreciated nearly 168% compared
to an approximately 23% increase for the S&P 500. When
measured in periods of one, three, five, seven and ten years, Comcast's
Class A Special shares have outperformed the cable composite index,
the S&P 500 and the Nasdaq. Morgan Stanley, JP Morgan, Merrill Lynch and Quadrangle Group are financial advisors to Comcast. Davis Polk & Wardwell is legal advisor to Comcast. The full text of the letter submitted to the Board of Directors of AT&T is attached.
July 8, 2001 Mr.
C. Michael Armstrong Dear Mike: Over many months of discussions we have shared a vision that AT&T Broadband and Comcast should be combined to create the world's leader in broadband communications. We believed those discussions were progressing towards a tax-free transaction that would dramatically accelerate your own plan to separate the broadband company. It is unfortunate that we were not able to agree on a basis for continuing our dialogue. Accordingly, we submit this offer to you for consideration by your Board before a proxy statement relating to your broadband tracking stock proposal is sent to your shareholders later this month. Under our proposal Comcast would issue 1.0525 billion shares with a value of $44.5 billion based on Friday's closing price and assume $13.5 billion in debt for your core broadband business, which is composed of your 13.5 million cable subscribers as well as your joint venture interests. In addition, we are prepared to acquire your interests in TWE, Cablevision and Rainbow by assuming more debt and issuing more equity to reflect their values. Under our proposal your shareholders would own a majority of the economic and voting interests of the combined company in a transaction that would be tax-free to AT&T and all shareholders. Our proposal values your core broadband business at $58 billion, which represents 30x both 2000 EBITDA and annualized first quarter 2001 EBITDA. AT&T shareholders would receive Comcast shares valued at $12.60 per AT&T share based on Friday's closing price, while retaining complete ownership of AT&T's historical communications business that according to published reports has a value approaching $70 billion on a standalone basis.This combined value is dramatically higher than your current market value per share of $16.80 after giving effect to the spin-off of AT&T Wireless. Your shareholders would receive significantly more value through a combination with Comcast than through your planned restructuring. Not only does our proposal avoid the market risks, costs and uncertainties inherent in the planned broadband IPO, it values your business at a significant premium to your potential public market valuation. At 30x AT&T Broadband's annualized first quarter 2001 EBITDA, our offer far exceeds the trading multiple of any publicly traded broadband company. Put another way, our proposal delivers a very substantial premium over published reports of the estimated value of your broadband business. After combining our broadband businesses, your shareholders will retain a majority of the future appreciation resulting from substantial combination benefits. Upon full integration of our broadband businesses, we expect the combination benefits will amount to at least $1.25 billion annually. This benefit could eventually increase to between $2.6 and $2.8 billion annually as we work together to raise the level of your margins. None of these figures take account of any new content, internet or other value creating opportunities. As a result of these combination benefits, merging our broadband companies will clearly be value accretive to both groups of shareholders. Given the strength of Comcast's balance sheet we are confident that the new company would have an investment grade debt rating, a view which is shared by our financial advisors, Morgan Stanley, JP Morgan and Merrill Lynch. We understand that there were concerns within AT&T about Comcast's voting structure. As you know, multi-class structures are common in our industry and have not affected stock trading values. Our Class A Special shares have outperformed the cable composite index, the S&P 500 and the Nasdaq in each of the last one, three, five, seven and ten year periods. We are confident that your shareholders would welcome our currency. In fact, 38 of your 50 largest institutional shareholders also have significant investments in Comcast. Our proposal is subject to the negotiation of a definitive merger agreement. We are prepared to deliver a draft merger agreement as soon as you wish. We are confident that the combination does not present any significant regulatory issues. In light of the significance of this proposal to both your shareholders and ours, we are publicly releasing the text of this letter. We hope that you will work with us to make this vision a reality. Respectfully submitted, Ralph J. Roberts - Chairman of the Board Brian L. Roberts - President *************** Financial Community Meeting Comcast Corporation will host a meeting with the financial community on July 9, 2001 at 10:00 a.m. Eastern Daylight Time in New York.The meeting is being held in the ballroom (20th floor) of the St. Regis Hotel, which is on 55th Street between Madison and Fifth Avenues. The meeting will be broadcast live via the Internet at www.cmcsk.com. In addition, the meeting will be available via teleconference by dialing 888-754-3420 (international: 212-346-7476). A telephone replay will be available beginning an hour following the meeting until July 16, 2001 at midnight Eastern Daylight Time. To access the rebroadcast, please dial 800-633-8284 (international callers: 858-812-6440) and enter code 19308891. An audio recording of the meeting will also be available on Comcast's website (www.cmcsk.com) starting at 5:00 p.m. Eastern Daylight Time on July 9 and ending at midnight Eastern Daylight Time on July 16, 2001. Press Conference Call Comcast Corporation will also host a press conference call on July 9, 2001 at 11:30 a.m. Eastern Daylight Time in New York. To participate in the teleconference dial 888-732-8129 (international: 212-346-0261). A telephone replay will be available beginning an hour following the call until July 16, 2001 at midnight Eastern Daylight Time. To access the rebroadcast, please dial 800-633-8284 (international callers: 858-812-6440) and enter code 19309191. In addition, the teleconference will also be broadcast live via the Internet at www.cmcsk.com. An audio recording of the call will be available on Comcast's website (www.cmcsk.com) starting at 5:00 p.m. Eastern Daylight Time on July 9 ending at midnight Eastern Daylight Time on July 16, 2001. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify those so-called "forward-looking statements" by words such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of those words and other comparable words. Comcast Corporation ("Comcast") wishes to take advantage of the "safe harbor" provided for by the Private Securities Litigation Reform Act of 1995 and you are cautioned that actual events or results may differ materially from the expectations expressed in such forward-looking statements as a result of various factors, including risks and uncertainties, many of which are beyond the control of Comcast. Factors that could cause actual results to differ materially include, but are not limited to: (1) the businesses of Comcast and AT&T Broadband may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected combination benefits from the transaction may not be fully realized or realized within the expected time frame; (3) revenues following the transaction may be lower than expected; (4) operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the transaction; (5) the regulatory approvals required for the transaction may not be obtained on the proposed terms or on the anticipated schedule; (6) the effects of legislative and regulatory changes; (7) the potential for increased competition; (8) technological changes; (9) the need to generate substantial growth in the subscriber base by successfully launching, marketing and providing services in identified markets; (10) pricing pressures which could affect demand for Comcast's services; (11) Comcast's ability to expand its distribution; (12) changes in labor, programming, equipment and capital costs; (13) Comcast's continued ability to create or acquire programming and products that customers will find attractive; (14) future acquisitions, strategic partnerships and divestitures; (15) general business and economic conditions; and (16) other risks described from time to time in Comcast's periodic reports filed with the Securities and Exchange Commission. # # # Investor
Contact: Media
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