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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2004 COMCAST CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 000-50093 27-0000798 - ---------------- ---------------- ------------- (State or other (Commission file (IRS employer jurisdiction of number) identification no.) incorporation) 1500 Market Street, Philadelphia, PA 19102-2148 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 665-1700 --------------Item 7(c). Exhibits Exhibit 99.1 Comcast Corporation press release dated July 28, 2004. Item 12. Results of Operations and Financial Condition On July 28, 2004, Comcast Corporation ("Comcast") issued a press release reporting the results of its operations for the three and six months ended June 30, 2004. The press release is attached hereto as Exhibit 99.1. Comcast does not intend for this Item 12 or Exhibit 99.1 to be treated as "filed" under the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.
SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: July 28, 2004 COMCAST CORPORATION By: /s/ Lawrence J. Salva ------------------------------ Lawrence J. Salva Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
Exhibit 99.1 Comcast Reports Second Quarter 2004 Results Cable Revenue Increased 10.4% to $4.839 Billion Cable Operating Cash Flow Increased 20.1% to $1.920 Billion 2004 Guidance for Cable Operating Cash Flow Increased to Approximately $7.5 Billion or 18% Growth Consolidated Operating Income Doubled to $852 Million $750 Million of Stock Repurchased Stock Repurchase Program Increased by $1 Billion PHILADELPHIA, July 28 -- Comcast Corporation (Nasdaq: CMCSA, CMCSK) today reported results for the quarter ended June 30, 2004. Comcast will discuss second quarter results on a conference call and webcast today at 8:30 AM Eastern Time. A live broadcast of the conference call will be available on the investor relations website at http://www.cmcsa.com and http://www.cmcsk.com. Brian L. Roberts, Chairman and CEO of Comcast Corporation said, "We are again reporting outstanding results. Our cable division generated double-digit revenue growth of over 10% and Operating Cash Flow growth of 20% this quarter. As a result, we expect to report approximately $7.5 billion of Operating Cash Flow in 2004, a growth rate of 18%. "Cable's strong second quarter results and improved outlook for the remainder of the year reflect robust growth in new video and high-speed Internet services as we deliver compelling video services like Comcast ON DEMAND and HDTV and as we continue to expand the features offered to our high-speed Internet customers. We are also generating significant operating improvements and scale efficiencies that are driving Operating Cash Flow growth and improving operating margins. We are reporting cable operating margins of nearly 40% for the second quarter - well ahead of our expectations. This strong performance demonstrates our continued operational success in the acquired cable systems and the ability to leverage our scale. "The content division also posted strong results this quarter with revenue growth of 25% and almost 38% growth in Operating Cash Flow. "With the upgrade of our networks now essentially complete, we generated $500 million of Free Cash Flow this quarter as cable capital expenditures declined 15% and Operating Cash Flow grew by more than 20%. We remain on track to reach our goal of $2 billion of Free Cash Flow this year. We will continue to make investments that support the Company's growth while returning capital to shareholders. Since the initiation of our $1 billion stock repurchase program in December 2003, we have repurchased $750 million of our stock, and I am pleased to announce that our Board of Directors has authorized a $1 billion increase to our repurchase program. "We are confident in our ability to continue to provide outstanding operational and financial performance that leverages our newly-rebuilt networks, to deliver unmatched products to our customers and value to our shareholders." Comcast Cable Results Cable results for the second quarter and the six months ended June 30, 2004 are presented on a pro forma basis. Pro forma cable results adjust only for acquisitions and dispositions and are presented as if the acquisitions and dispositions were effective on January 1, 2003. Please refer to Table 6-A for a reconciliation of pro forma data. Comcast Cable reported revenue of $4.839 billion for the quarter ended June 30, 2004, representing a 10.4% increase from the second quarter of 2003. Video revenue for the quarter increased 6.9%, driven by a 5.7% increase in average monthly revenue per basic subscriber and a 20.5% increase in digital revenue primarily reflecting a 1.1 million increase in the number of digital cable subscribers. Basic subscribers of 21.5 million are essentially unchanged from a year ago but down 96,000 or 0.4%, from the prior quarter due to seasonality and modestly lower gross additions. During the second quarter of 2004, Comcast Cable added more than 206,000 digital cable subscribers to finish the quarter with nearly 8.1 million subscribers, or 37.5% of basic subscribers. Video revenue growth reflects increasing consumer demand for new digital features, including Comcast ON DEMAND, high-definition television (HDTV) programming and digital video recorders (DVRs). During the second quarter, pay-per-view revenues increased 26.0%, driven by more movie and event purchases through the Comcast ON DEMAND service. Increasing demand for HDTV is also contributing to digital growth - at the end of the second quarter, Comcast had almost 600,000 HDTV set-top boxes in customers' homes. High-speed Internet service revenues increased 39.2% to $763 million in the second quarter of 2004, reflecting continuing strong growth in subscribers. Comcast Cable ended the second quarter of 2004 with more than 6.0 million subscribers, a 36.8% increase from the same quarter last year. During the second quarter of 2004, Comcast Cable added 327,000 high-speed Internet subscribers resulting in a penetration rate of 16.1% of available homes. Comcast Cable added more than 1.1 million homes to the high-speed Internet service footprint in the second quarter of 2004, and this service is now available to 37.3 million, or 92.6%, of homes passed. Average monthly revenue per high-speed Internet subscriber was $43.52 in the second quarter of 2004, in line with the second quarter of 2003 and a $1.07 increase from the $42.45 reported in the first quarter of 2004. Advertising revenue for the second quarter of 2004 increased 15.3% to $330 million, reflecting growth of 6.0% in local advertising and strong growth of 25.4% in regional/national advertising as a result of the continuing success of our regional interconnect strategy. As expected, cable phone revenue declined 13.8% from the second quarter of 2003 to $177 million in the second quarter of 2004, reflecting a 10.4% decrease in subscribers to 1.2 million and a 3.0% decline in average monthly revenue per subscriber to $47.71. Excluding telephone revenue, which is expected to decline throughout 2004, total revenue for Comcast Cable in the second quarter of 2004 increased 11.6%. Telephone results reflect the Company's focus on profitability, not unit growth, of the acquired circuit-switched telephone business as it begins to transition to VoIP phone service. Cable operating income before depreciation and amortization (Operating Cash Flow) grew 20.1% to $1.920 billion for the quarter, an increase from the $1.598 billion reported for the second quarter of 2003. Operating Cash Flow increased due to solid revenue growth and lower customer service, phone and high-speed Internet service expenses. These declining expenses along with a reduction in the rate of growth in video programming costs contributed to Operating Cash Flow margins of 39.7% for the second quarter of 2004, an increase from the 36.5% in the second quarter of 2003. Cable capital expenditures declined 14.8% to $893 million compared to the $1.047 billion in the second quarter of the prior year. The decline in cable capital expenditures reflects the near-completion of the Company's cable network upgrade. Comcast Cable finished the second quarter with 97% of its cable network upgraded to provide advanced services. Content Comcast's content segment consists of the national networks E! Entertainment Television and Style Network (E! Networks), The Golf Channel, Outdoor Life Network and G4techTV. Comcast's content segment reported second quarter 2004 revenue of $199 million, a 25.3% increase above the second quarter of 2003 reflecting increases in distribution and advertising revenue for all the networks. The Content segment reported Operating Cash Flow of $77 million in the second quarter of 2004, a 37.6% increase above the second quarter of 2003. In an agreement with Liberty Media announced on July 21, Comcast will exchange its 120.3 million shares of Liberty Media common stock for 100% ownership in a subsidiary of Liberty Media that primarily holds $545 million in cash, a 100% ownership interest in International Channel Networks and a 10% ownership interest in E! Entertainment Television. This transaction is expected to close this week and will result in Comcast owning 60% of E! Entertainment Television. Corporate and Other Corporate and Other includes Comcast-Spectacor, corporate overhead and other operations and eliminations between Comcast's businesses. In the second quarter of 2004, we reported Corporate and Other revenue of $29 million and an Operating Cash Flow loss of $45 million as compared to revenue of $56 million and an Operating Cash Flow loss of $41 million in the second quarter of 2003. The decline in revenue in the second quarter reflects fewer playoff games for teams owned by Comcast-Spectacor. Consolidated Results Comcast sold its 57% ownership interest in QVC in September 2003. QVC's results, prior to its sale, are presented as discontinued operations. Consolidated amounts primarily reflect the results of the cable division as discussed above. For the three months ended June 30, 2004, the Company reported consolidated revenues of $5.066 billion, a 10.3% increase to the $4.594 billion reported in the same period of 2003. Consolidated Operating Cash Flow increased to $1.952 billion or 21.1%, in the second quarter of 2004, from the $1.612 billion reported in the same prior year period. Operating income doubled to $852 million in the second quarter of 2004 compared to operating income of $425 million in the second quarter of 2003. For the three months ended June 30, 2004, the Company reported consolidated net income of $262 million or $0.12 per share compared to a consolidated net loss from continuing operations of $93 million or $0.04 per share in the second quarter of 2003. This includes the effects of non-recurring mark-to-market adjustments that are included in investment income. For the six months ended June 30, 2004, the Company reported consolidated net income of $327 million or $0.14 per share compared to a consolidated net loss from continuing operations of $448 million or $0.20 per share in the six months ended June 30, 2003. Please refer to the "Reconciliation of Net Income (Loss) to Free Cash Flow" in Table 6-B at the end of this release and the Company's Form 10-Q for further details on items affecting net income. Share Repurchase Program Comcast's Board of Directors has authorized an increase of $1 billion to the existing share repurchase program announced on December 18, 2003. The Company is now authorized to repurchase up to $2 billion of its outstanding common stock and has current availability to purchase $1.25 billion of its stock. Comcast expects such repurchases to continue to occur from time to time in the open market or in private transactions, subject to market conditions. Through July 2004, the Company has repurchased $750 million of its Class A Special common stock or 26.7 million shares. During the second quarter, the Company elected to redeem, for $400 million in cash, two debt issues that were exchangeable into Comcast Class A Special common stock, eliminating the need to issue 14.9 million shares. Including the open market repurchases of $700 million made since the resumption of the repurchase program in early May, the Company has invested $1.1 billion in its common stock and related securities. Financial Guidance 2004 Comcast Cable Reaffirms: -- Revenue growth of approximately 10%. -- High-speed Internet subscriber net additions of between 1.5 and 1.6 million and high-speed Internet service revenue growth of more than 30% while generating average monthly revenue per subscriber above $40. -- Digital Cable subscriber net additions between 700,000 and 1 million. -- Cable capital expenditures of between $3.3 and $3.4 billion. Comcast Cable Updates: -- Raised OCF guidance to approximately $7.5 billion or a growth rate of 18%, an increase from original guidance of 15% to 17% growth reflecting increased revenues as well as a reduction in the rate of growth in video programming costs and lower customer service, phone and high-speed Internet service expenses. -- Expect to maintain basic subscribers of approximately 21.5 million, modestly below original guidance net additions of 0.5% or approximately 100,000 subscribers. The revised outlook for basic subscribers is not expected to have a meaningful impact on revenue, Operating Cash Flow or Operating Cash Flow margin. -- Guidance for Cable Phone subscribers is lowered to a net loss of up to 100,000 subscribers in 2004 from original guidance of up to 50,000 additions. The outlook for Cable Phone subscribers reflects the Company's focus on profitability, not unit growth, of the acquired circuit-switched telephone business as it begins to transition to VoIP. Comcast Content Reaffirms: -- On a combined basis, Comcast expects its Content division, consisting of its national cable networks, to deliver revenue growth of at least 20% and OCF growth of at least 30% in 2004. Other Financial Guidance Reaffirmed: -- Comcast expects to generate consolidated Free Cash Flow of $2 billion. 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. In this discussion we sometimes refer to financial measures that are not presented according to generally accepted accounting principles (GAAP). Certain of these measures are considered "non-GAAP financial measures" under the Securities and Exchange Commission (SEC) regulations; those rules require the supplemental explanation and reconciliation provided in table 6 of this release. Comcast Corporation will host a conference call with the financial community today, July 28, 2004, at 8:30 a.m. Eastern Time (ET). The conference call will be broadcast live on the Company's Investor Relations website at http://www.cmcsa.com or http://www.cmcsk.com. A recording of the call will be available on the Investor Relations website starting at 12:30 p.m. ET on July 28, 2004. Those parties interested in participating via telephone should dial (847) 413-2408. A telephone replay will begin immediately following the call until July 29, 2004 at midnight ET. To access the rebroadcast, please dial (630) 652-3000 and enter passcode number 9196739#. To automatically receive Comcast financial news by email, please visit http://www.cmcsa.com or http://www.cmcsk.com and subscribe to e-mail Alerts. Comcast Corporation (http://www.comcast.com) is principally involved in the development, management and operation of broadband cable networks and in the provision of programming content. The Company is the largest cable company in the United States, serving more than 21 million cable subscribers and is the nation's largest broadband Internet provider with more than 6 million customers. The Company's content businesses include Comcast SportsNet, Comcast-Spectacor, E! Entertainment Television, Style Network, The Golf Channel, Outdoor Life Network and G4techTV. Comcast Class A common stock and Class A Special common stock trade on The Nasdaq Stock Market under the symbols CMCSA and CMCSK, respectively. COMCAST CORPORATION TABLE 1 Condensed Consolidated Statement of Operations (Unaudited) (amounts in millions, except per share data) Three Months Ended Six Months Ended June 30, June 30, 2004 2003 2004 2003 Revenues $5,066 $4,594 $9,974 $9,060 Operating expenses 1,794 1,753 3,663 3,564 Selling, general and administrative expenses 1,320 1,229 2,626 2,456 Operating Cash Flow 1,952 1,612 3,685 3,040 Depreciation 813 816 1,611 1,596 Amortization 287 371 563 725 Operating Income 852 425 1,511 719 Interest expense (484) (490) (984) (1,014) Investment income (loss), net 151 (6) 142 (229) Equity in net income (losses) of affiliates (20) 1 (37) (16) Other income 12 22 19 35 (341) (473) (860) (1,224) Income (Loss) from Continuing Operations before Income Taxes and Minority Interest 511 (48) 651 (505) Income tax (expense) benefit (234) (13) (310) 128 Minority interest (15) (32) (14) (71) Income (Loss) from Continuing Operations 262 (93) 327 (448) Income from discontinued operations, net of tax (1) - 71 - 129 Net Income (Loss) $262 ($22) $327 ($319) Basic and Diluted earnings (loss) per common share Income (Loss) from continuing operations $0.12 ($0.04) $0.14 ($0.20) Income from discontinued operations - 0.03 - 0.06 Net Income (Loss) per common share $0.12 ($0.01) $0.14 ($0.14) Basic weighted average number of common shares outstanding 2,257 2,255 2,257 2,255 Diluted weighted average number of common shares outstanding 2,267 2,255 2,268 2,255 (1) On September 17, 2003, the Company completed the sale of its approximate 57% interest in QVC, Inc. Accordingly, the results of QVC have been presented as discontinued operations. COMCAST CORPORATION TABLE 2 Condensed Consolidated Balance Sheet (Unaudited) (dollars in millions) June 30, December 31, 2004 2003 ASSETS CURRENT ASSETS Cash and cash equivalents $594 $1,550 Investments 2,481 2,493 Accounts receivable, net 925 907 Other current assets 418 453 Total current assets 4,418 5,403 INVESTMENTS 14,204 14,818 PROPERTY AND EQUIPMENT, net 18,615 18,473 FRANCHISE RIGHTS 51,070 51,050 GOODWILL 14,816 14,841 OTHER INTANGIBLE ASSETS, net 4,322 3,859 OTHER NONCURRENT ASSETS, net 636 715 $108,081 $109,159 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $988 $1,251 Accrued expenses and other current liabilities 4,194 4,563 Deferred income taxes 657 679 Current portion of long-term debt 472 734 Current portion of exchangeable debt 2,320 2,427 Total current liabilities 8,631 9,654 LONG-TERM DEBT, less current portion 21,945 21,944 LONG-TERM EXCHANGEABLE DEBT, less current portion 1,040 1,891 DEFERRED INCOME TAXES 26,644 25,900 OTHER NONCURRENT LIABILITIES 7,922 7,816 MINORITY INTEREST 384 292 STOCKHOLDERS' EQUITY 41,515 41,662 $108,081 $109,159 COMCAST CORPORATION TABLE 3 Condensed Consolidated Statement of Cash Flows (Unaudited) (dollars in millions) Six Months Ended June 30, 2004 2003 OPERATING ACTIVITIES Net cash provided by operating activities from continuing operations $2,633 $1,711 FINANCING ACTIVITIES Proceeds from borrowings 1,058 8,848 Retirements and repayments of debt (1,617) (11,543) Repurchases of common stock (511) Other, net 46 (3) Net cash used in financing activities from continuing operations (1,024) (2,698) INVESTING ACTIVITIES Capital expenditures (1,732) (2,012) Proceeds from restructuring of TWE investment 2,100 Proceeds from sales of investments and assets held for sale 51 1,492 Acquisitions, net (336) (22) Other, net (548) (260) Net cash (used in) provided by investing activities from continuing operations (2,565) 1,298 (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (956) 311 CASH AND CASH EQUIVALENTS, beginning of period 1,550 505 CASH AND CASH EQUIVALENTS, end of period $594 $816 COMCAST CORPORATION TABLE 4 Pro Forma Financial Data by Business Segment (Unaudited) (1) (dollars in millions) Corporate and Cable (2) Content (3) Other (4) Total Three Months Ended June 30, 2004 Revenues $4,839 $199 $29 $5,067 Operating Cash Flow $1,920 $77 ($45) $1,952 Operating Income (Loss) $877 $38 ($63) $852 Operating Cash Flow Margin 39.7% 38.7% NM 38.5% Capital Expenditures (5) $893 $6 $5 $904 Three Months Ended June 30, 2003 Revenues $4,382 $159 $56 $4,597 Operating Cash Flow $1,598 $56 ($41) $1,613 Operating Income (Loss) $465 $24 ($63) $426 Operating Cash Flow Margin 36.5% 35.2% NM 35.1% Capital Expenditures (5) $1,047 $4 $3 $1,054 Six Months Ended June 30, 2004 Revenues $9,490 $375 $114 $9,979 Operating Cash Flow $3,641 $146 ($100) $3,687 Operating Income (Loss) $1,581 $72 ($140) $1,513 Operating Cash Flow Margin 38.4% 38.8% NM 37.0% Capital Expenditures (5) $1,707 $10 $15 $1,732 Six Months Ended June 30, 2003 Revenues $8,617 $304 $145 $9,066 Operating Cash Flow $3,021 $97 ($75) $3,043 Operating Income (Loss) $808 $33 ($119) $722 Operating Cash Flow Margin 35.1% 31.9% NM 33.6% Capital Expenditures (5) $2,000 $7 $5 $2,012 (1) See Non-GAAP and Other Financial Measures in Table 6. Historical financial data by business segment, as required under generally accepted accounting principles, is available in the Company's quarterly report on Form 10-Q. (2) Pro forma financial data excludes the results of the 314,000 cable subscribers sold to Bresnan Communications in March 2003 and excludes the results of the net reduction of 16,000 subscribers associated with the cable system exchange with Insight Communications in February 2003. Pro forma financial data includes the results of the 30,000 cable subscribers acquired from US Coastal Cable in April 2004. (3) Content includes our national networks E! Entertainment Television and Style Network (E! Networks), The Golf Channel, Outdoor Life Network and G4techTV. (4) Corporate and Other includes Comcast-Spectacor, the Company's domestic wireline telecommunications business, international wireless operations, Corporate and elimination entries. Prior to the first quarter of 2004, Comcast-Spectacor was included in Content, which now only consists of our national networks. For all periods presented, Comcast-Spectacor is included in Corporate and Other. (5) Our Cable segment's capital expenditures are comprised of the following categories: YTD YTD 2Q04 2Q03 6/30/2004 6/30/2003 Customer Premise Equipment (CPE) $338 $381 630 $767 Scalable Infrastructure 110 81 231 135 Line Extensions 81 57 141 111 Upgrades 288 417 540 759 Support Capital 76 111 165 228 Total $893 $1,047 $1,707 $2,000 CPE includes costs incurred at the customer residence to secure new customers, revenue units and additional bandwidth revenues (e.g. digital converters). Scalable infrastructure includes costs, not CPE or network related, to secure growth of new customers, revenue units and additional bandwidth revenues or provide service enhancements (e.g. headend equipment). Line extensions include network costs associated with entering new service areas (e.g. fiber/coaxial cable). Upgrades include costs to enhance or replace existing fiber/coaxial cable networks, including recurring betterments. Support capital includes costs associated with the replacement or enhancement of non-network assets due to obsolescence and wear out (e.g. non-network equipment, land, buildings and vehicles). COMCAST CORPORATION TABLE 5 Pro Forma Data - Cable Segment Components (Unaudited) (1) (2) (dollars in millions, except average monthly revenue per basic subscriber data) Three Months Ended Six Months Ended June 30, June 30, 2004 2003 2004 2003 Revenues: Video (3) $3,249 $3,040 $6,433 $6,026 High-Speed Internet 763 548 1,461 1,040 Phone 177 206 355 430 Advertising 330 286 599 521 Other (4) 157 151 320 298 Franchise Fees 163 151 322 302 Total Revenues $4,839 $4,382 $9,490 $8,617 Operating Cash Flow $1,920 $1,598 $3,641 $3,021 Operating Income $877 $465 $1,581 $808 Operating Cash Flow Margin 39.7% 36.5% 38.4% 35.1% Capital Expenditures $893 $1,047 $1,707 $2,000 Operating Cash Flow, Net of Capital Expenditures $1,027 $551 $1,934 $1,021 Growth Growth 2Q04 1Q04 2Q03 vs. 1Q04 vs. 2Q03 Video Homes Passed (000's) 40,300 40,100 39,700 0.4% 1.5% Basic Subscribers (000's) 21,477 21,572 21,467 (0.4%) 0.0% Basic Penetration 53.3% 53.7% 54.0% Quarterly Net Basic Subscriber Additions (000's) (96) 35 13 NM NM Digital Subscribers (000's) 8,064 7,857 6,962 2.6% 15.8% Digital Penetration 37.5% 36.4% 32.4% Quarterly Net Digital Subscriber Additions (000's) 206 192 163 7.3% 26.6% Monthly Average Video Revenue per Basic Subscriber $50.31 $49.24 $47.22 2.2% 6.5% Monthly Average Total Revenue per Basic Subscriber $74.94 $71.92 $68.08 4.2% 10.1% High-Speed Internet "Available Homes" (000's) 37,323 36,167 32,124 3.2% 16.2% Subscribers (000's) 6,005 5,679 4,389 5.7% 36.8% Penetration 16.1% 15.7% 13.7% Quarterly Net Subscriber Additions (000's) 327 394 351 (17.1%) (7.0%) Monthly Average Revenue per Subscriber $43.52 $42.45 $43.33 2.5% 0.4% Phone "Available Homes" (000's) 9,766 9,657 9,164 1.1% 6.6% Subscribers (000's) 1,225 1,247 1,367 (1.8%) (10.4%) Penetration 12.5% 12.9% 14.9% Quarterly Net Subscriber Additions (000's) (22) (20) (52) (13.2%) 57.4% Monthly Average Revenue per Subscriber $47.71 $47.34 $49.17 0.8% (3.0%) Total Revenue Generating Units (000's) (5) 36,771 36,355 34,185 1.1% 7.6% (1) See Non-GAAP and Other Financial Measures in Table 6. (2) Pro forma financial and subscriber data excludes the results of the 314,000 cable subscribers sold to Bresnan Communications in March 2003 and excludes the results of the net reduction of 16,000 subscribers associated with the cable systems exchange with Insight Communications in February 2003. Pro forma financial and subscriber data includes the results of the 30,000 cable subscribers acquired from US Coastal Cable in April 2004. Pro forma subscriber data includes 79,000 additional subscribers acquired in various small acquisitions between June 2003 and June 2004. The impact of these various small acquisitions on our financial data was not material. (3) Video revenues consist of our basic, expanded basic, premium, pay- per-view, equipment and digital services. (4) Other revenues include installation revenues, guide revenues, commissions from electronic retailing, other product offerings, commercial data services and revenues of our digital media center and regional sports programming networks. (5) The sum total of all primary analog video, digital video, high-speed Internet and phone customers, but excluding additional outlets. COMCAST CORPORATION TABLE 6 Non-GAAP and Other Financial Measures Operating Cash Flow is the primary basis used to measure the operational strength and performance of our businesses. Free Cash Flow is an additional performance measure used as an indicator of our ability to repay debt, make investments and return capital to investors, principally through stock repurchases. We use Debt Excluding Exchangeables as a measure of debt that will require cash from future operations or financings. We also adjust certain historical data on a pro forma basis following significant acquisitions or dispositions to enhance comparability. Operating Cash Flow is defined as operating income before depreciation and amortization and impairment charges, if any, related to fixed and intangible assets and gains or losses from the sale of assets, if any. As such, it eliminates the significant level of non-cash depreciation and amortization expense that results from the capital intensive nature of our businesses and intangible assets recognized in business combinations, and is unaffected by our capital structure or investment activities. Our management and Board of Directors use this measure in evaluating our consolidated operating performance and the operating performance of all of our operating segments. This metric is used to allocate resources and capital to our operating segments and is a significant component of our annual incentive compensation programs. We believe that Operating Cash Flow is also useful to investors as it is one of the bases for comparing our operating performance with other companies in our industries, although our measure of Operating Cash Flow may not be directly comparable to similar measures used by other companies. As Operating Cash Flow is the measure of our segment profit or loss, we reconcile it to operating income, the most directly comparable financial measure calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP), in the business segment footnote of our quarterly and annual financial statements. Therefore, we believe our measure of Operating Cash Flow for our business segments is not a "non-GAAP financial measure" as contemplated by Regulation G adopted by the Securities and Exchange Commission. Consolidated Operating Cash Flow is a non-GAAP financial measure. Free Cash Flow, which is a non-GAAP financial measure, is defined as Operating Cash Flow less net interest, cash paid for taxes, and capital expenditures. As such, it is unaffected by fluctuations in working capital levels from period to period. It can also be computed as cash provided by operating activities less capital expenditures adjusted for the change in operating assets and liabilities, net of acquisitions. We believe that Free Cash Flow is also useful to investors as it is one of the bases for comparing our operating performance with other companies in our industries, although our measure of Free Cash Flow is accrual-based and may not be comparable to similar measures used by other companies. Debt Excluding Exchangeables, which is a non-GAAP financial measure, refers to the aggregate amount of our consolidated debt and capital lease obligations less the amount of notes that are collateralized by securities that we own. Pro forma data is used by management to evaluate performance when significant acquisitions or dispositions occur. Historical data reflects results of acquired businesses only after the acquisition dates while pro forma data enhances comparability of financial information between periods by adjusting the data as if the acquisitions (or dispositions) occurred at the beginning of the prior year. Our pro forma data is only adjusted for the timing of acquisitions and does not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. We believe our pro forma data is not a non-GAAP financial measure as contemplated by Regulation G. Operating Cash Flow and Free Cash Flow should not be considered as substitutes for operating income (loss), net income (loss), net cash provided by operating activities or other measures of performance or liquidity reported in accordance with GAAP. Debt Excluding Exchangeables should not be considered as a substitute for Total Debt. Additionally, in the opinion of management, our pro forma data is not necessarily indicative of future results or what results would have been had the acquired businesses been operated by us after the assumed earlier date. Following are quantitative reconciliations of Free Cash Flow, Debt Excluding Exchangeables, Consolidated Operating Cash Flow, and, although not required by Regulation G, reconciliations of business segment Operating Cash Flow and pro forma data. COMCAST CORPORATION TABLE 6-A continued Reconciliation of Historical and Pro Forma Data by Business Segment (Unaudited) (dollars in millions) Historical (1) Adjustments (2) Corporate Corporate Three Months Ended and and Pro June 30, 2004 Cable Content Other Total Cable Other forma Revenues $4,838 $199 $29 $5,066 $1 - $5,067 Operating expenses (excluding depreciation & amortization) 2,918 122 74 3,114 1 - 3,115 Operating Cash Flow $1,920 $77 ($45) $1,952 - - $1,952 Depreciation and amortization 1,043 39 18 1,100 - - 1,100 Operating income (loss) $877 $38 ($63) $852 - - $852 Capital expenditures $893 $6 $5 $904 - - $904 Adjustments (2) Corporate Corporate Three Months Ended and and Pro June 30, 2003 Cable Content Other Total Cable Other forma Revenues $4,379 $159 $56 $4,594 $3 - $4,597 Operating expenses (excluding depreciation & amortization) 2,782 103 97 2,982 2 - 2,984 Operating Cash Flow $1,597 $56 ($41) $1,612 $1 - $1,613 Depreciation and amortization 1,133 32 22 1,187 - - 1,187 Operating income (loss) $464 $24 ($63) $425 $1 - $426 Capital expenditures $1,047 $4 $3 $1,054 - - $1,054 Adjustments (2) Corporate Corporate Six Months Ended and and Pro June 30, 2004 Cable Content Other Total Cable Other forma Revenues $9,485 $375 $114 $9,974 $5 - $9,979 Operating expenses (excluding depreciation & amortization) 5,846 229 214 6,289 3 - 6,292 Operating Cash Flow $3,639 $146 ($100) $3,685 $2 - $3,687 Depreciation and amortization 2,060 74 40 2,174 - - 2,174 Operating income (loss) $1,579 $72 ($140) $1,511 $2 - $1,513 Capital expenditures $1,707 $10 $15 $1,732 - - $1,732 Adjustments (2) Corporate Corporate Six Months Ended and and Pro June 30, 2003 Cable Content Other Total Cable Other forma Revenues $8,611 $304 $145 $9,060 $6 - $9,066 Operating expenses (excluding depreciation & amortization) 5,593 207 220 6,020 3 - 6,023 Operating Cash Flow $3,018 $97 ($75) $3,040 $3 - $3,043 Depreciation and amortization 2,213 64 44 2,321 - - 2,321 Operating income (loss) $805 $33 ($119) $719 $3 - $722 Capital expenditures $2,000 $7 $5 $2,012 - - $2,012 Reconciliation of Total Debt to Debt Excluding Exchangeables (Unaudited) (dollars in millions) June 30, 2004 December 31, 2003 Current portion of long-term debt $2,792 $3,161 Long-term debt 22,985 23,835 Total Debt $25,777 $26,996 Exchangeable debt 3,360 4,318 Debt excluding exchangeables $22,417 $22,678 Calculation of 2004 Free Cash Flow (dollars in billions) 2003 Operating Income $2.0 Add: Depreciation & Amortization 4.4 2003 Operating Cash Flow 6.4 2004 Operating Cash Flow Growth 18% Projected 2004 Operating Cash Flow 7.5 Less: Projected Capital Expenditures (3) 3.4 Projected 2004 Consolidated Interest, net (4) 1.85 Projected 2004 Consolidated Cash Paid for Income Taxes (5) 0.25 Free Cash Flow $2.0 (1) Historical amounts have been adjusted to reflect QVC as discontinued operations. (2) Pro forma data is only adjusted for timing of the acquisitions (or dispositions) and for acquisitions does not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. (3) Mid point of 2004 Cable capital expenditures guidance plus projected 2004 Content and Other segment's capital expenditures. (4) Mid point of 2004 estimated Consolidated interest expense of $1.8 to $1.9 billion. (5) Mid point of 2004 estimated Consolidated cash paid for income taxes of $200 to $300 million. COMCAST CORPORATION TABLE 6-B continued Reconciliation of Net Income (Loss) to Free Cash Flow (Unaudited) (dollars in millions, except for per share data) Three Months Ended June 30, 2004 2003 per per $ share (3) $ share (3) Net Income (Loss) as reported $262 $0.12 ($22) ($0.01) Discontinued Operations, net of tax - - (71) (0.03) Non-operating items, net of tax (1) (83) (0.04) 10 - Net Income (Loss) as adjusted $179 $0.08 ($83) ($0.04) Items to reconcile net income (loss) as adjusted to Operating Cash Flow: Depreciation and amortization 1,100 0.49 1,187 0.53 Interest expense 484 0.21 490 0.22 Income tax expense 189 0.08 18 - Operating Cash Flow $1,952 $0.86 $1,612 $0.71 2004 2003 Operating Cash Flow $1,952 $1,952 $1,612 $1,612 Less: Interest, net (2) (459) (459) (527) (527) Cash Paid for Income Taxes (89) (89) (38) (38) Change in Operating Assets and Liabilities, net of acquisitions (7) 442 (19) Other (6) 13 30 Net Cash Provided by Operating Activities $1,859 $1,058 Less: Capital Expenditures (904) (1,054) Free Cash Flow $500 ($7) Three Months Ended June 30, (1) Detail of non-operating items: 2004 2003 per per $ share (3) $ share (3) Investment (income) expense - mark to market adjustments on trading securities, derivatives and hedged items, net ($129) ($0.06) $41 $0.02 Investment (income) expense - gain (loss) on sales and exchanges of investments 1 - (1) - Investment expense - investment impairment losses (4) 3 - 15 0.01 All other, net (5) (3) - (40) (0.02) Total non-operating items (128) (0.06) 15 0.01 Tax Effect 45 0.02 (5) (0.01) Non-operating items, net of tax ($83) ($0.04) $10 $- Six Months Ended June 30, 2004 2003 per per $ share (3) $ share (3) Net Income (Loss) as reported $327 $0.14 ($319) ($0.14) Discontinued Operations, net of tax - - (129) (0.06) Non-operating items, net of tax (1) (72) (0.03) 183 0.08 Net Income (Loss) as adjusted $255 $0.11 ($265) ($0.12) Items to reconcile net income (loss) as adjusted to Operating Cash Flow: Depreciation and amortization 2,174 0.96 2,321 1.03 Interest expense 984 0.43 1,014 0.45 Income tax expense 272 0.12 (30) (0.01) Operating Cash Flow $3,685 $1.62 $3,040 $1.35 2004 2003 Operating Cash Flow $3,685 $3,685 $3,040 $3,040 Less: Interest, net (2) (906) (906) (1,068) (1,068) Cash Paid for Income Taxes (150) (150) (53) (53) Change in Operating Assets and Liabilities, net of acquisitions (7) 3 (253) Other (6) 1 45 Net Cash Provided by Operating Activities $2,633 $1,711 Less: Capital Expenditures (1,732) (2,012) Free Cash Flow $897 ($93) Six Months Ended June 30, (1) Detail of non-operating items: 2004 2003 per per $ share (3) $ share (3) Investment (income) expense - mark to market adjustments on trading securities, derivatives and hedged items, net ($101) ($0.04) $265 $0.12 Investment (income) expense - gain (loss) on sales and exchanges of investments (1) - (23) (0.01) Investment expense - investment impairment losses (4) 3 - 70 0.03 All other, net (5) (11) (0.01) (31) (0.02) Total non-operating items (110) (0.05) 281 0.12 Tax Effect 38 0.02 (98) (0.04) Non-operating items, net of tax ($72) ($0.03) $183 $0.08 (2) Includes interest expense net of interest income and excludes non- cash interest and subsidiary preferred dividends. (3) Diluted weighted average shares outstanding for the three and six months ended June 30, 2004 were 2.267 billion and 2.268 billion, respectively. Diluted weighted average shares outstanding for the three and six months ended June 30, 2003 were 2.255 billion. (4) We record losses on our investments for which we have determined that a decline in value of the investment is other than temporary. (5) Includes investment, interest and dividend income, equity in net (income) losses of affiliates, other (income) expense and minority interest. (6) Includes non-cash expenses included in Operating Cash Flow such as equity compensation, proceeds from sales of trading securities, cash related to other (income) expense, dividends and the net effect of changes in accrued income taxes. (7) Includes $536 million of income tax refund received in the second quarter of 2004. SOURCE Comcast Corporation -0- 07/28/2004 /CONTACT: Investor Contacts: Marlene S. Dooner, +1-215-981-7392, or Leslie A. Arena, +1-215-981-8511, or Daniel J. Goodwin, +1-215-981-7518, or Press Contacts: D'Arcy Rudnay, +1-215-981-8582, or Tim Fitzpatrick, +1-215-981-8515, all of Comcast/ /Web site: http://www.cmcsa.com http://www.cmcsk.com http://www.comcast.com / (CMCSK CMCSA) CO: Comcast Corporation ST: Pennsylvania IN: ENT TVN CPR ITE MLM SU: ERN MAV CCA