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Comcast Corp 8k 5-3-05

 
 
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): May 3, 2005
 
COMCAST CORPORATION
(Exact Name of Registrant
as Specified in Charter)
 
 
Pennsylvania
  
 
(State or Other Jurisdiction of Incorporation)
  
 
000-50093
  
27-0000798
(Commission File Number)
  
(IRS Employer Identification No.)
 
1500 Market Street
Philadelphia, PA
  
19102
(Address of Principal Executive Offices)
  
(Zip Code)
 
     
Registrant’s telephone number, including area code: (215) 665-1700
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
_____________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 







Item 2.02 Results of Operations and Financial Condition
 
 
On May 3, 2005, Comcast Corporation (“Comcast”) issued a press release announcing that AT&T Corp. reached a settlement of certain At Home litigation.  Comcast will pay AT&T Corp. $170 million to reimburse it for Comcast’s portion of AT&T’s settlement.  As Comcast noted in its April 28, 2005, press release, because this settlement was reached prior to the filing of Comcast's Form 10-Q for the first quarter 2005, it must reflect its portion of the settlement in its first quarter earnings. The press release is attached hereto as Exhibit 99.1.  Comcast does not intend for this Item 2.02 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.
 
 
Item 9.01 Exhibits
 
Exhibit 99.1
 
Comcast Corporation press release dated May 3, 2005.
 
 
 



 
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 hereunto duly authorized.
 
   
COMCAST CORPORATION
 
Date:
May 4, 2005
  
By:
/s/ Arthur R. Block
       
Name: Arthur R. Block
       
Title: Senior Vice President, General Counsel and Secretary

 
Exhibit 99.1


   
PRESS RELEASE
   
Comcast Corporation
   
1500 Market St.
   
Philadelphia, PA 19102
   
www.comcast.com
Investor Contacts:
  
Press Contacts:
  
Marlene S. Dooner
(215) 981-7392
D’Arcy Rudnay
(215) 981-8582
Leslie A. Arena
(215) 981-8511
Tim Fitzpatrick
(215) 981-8515
Daniel J. Goodwin
(215) 981-7518
    


FOR IMMEDIATE RELEASE

AT&T REACHES AT HOME LITIGATION SETTLEMENT

Comcast Payment of $170 Million Results in Update to First Quarter 2005 Results

PHILADELPHIA (May 3, 2005) - Comcast Corporation (NASDAQ: CMCSA, CMCSK) today announced that AT&T Corp. reached a settlement of certain At Home litigation. Comcast will pay AT&T Corp. $170 million to reimburse it for Comcast’s portion of AT&T’s settlement. Pursuant to the terms of its acquisition of AT&T Broadband from AT&T, Comcast is contractually liable for 50% of the $340 million settlement amount for these lawsuits, which are described below. The settlement also releases all claims by AT&T and AT&T Broadband in the At Home bankruptcy. The settlement is subject to the approval of the United States Bankruptcy Court for the Northern District of California.

As Comcast noted in its April 28, 2005 press release, because this settlement was reached prior to the filing of Comcast’s Form 10-Q for the first quarter 2005, it must reflect its portion of the settlement in its first quarter earnings. Below are selected items from Comcast’s release that reflect the changes resulting from the payment obligation (amounts in millions except per share data):

 
As Stated on
April 28, 2005
As
Updated
Operating Cash Flow
$2,030
$2,030
Operating Income
$866
$866
Other Income (expense)
$62
$(108)
Income before Income Taxes and Minority Interest
$460
$290
Net Income
$313
$143
Diluted earnings per common share
$0.14
$0.06

The lawsuits are: (i) a lawsuit filed against AT&T and others in Santa Clara, California state court alleging various breaches of fiduciary duties, misappropriation of trade secrets and other causes of action and (ii) an action filed against AT&T in the District Court for the Northern District of California alleging patent infringement. As part of the settlement, a lawsuit filed in the United States Bankruptcy Court against AT&T, AT&T Broadband and others seeking to recover alleged “preference” payments will be dismissed.
 
 
 

About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA, CMCSK) (http://www.comcast.com) is the nation's leading provider of cable, entertainment and communications products and services. With 21.5 million cable customers, 7.4 million high-speed Internet customers, and 1.2 million voice customers, Comcast is principally involved in the development, management and operation of broadband cable networks and in the delivery of programming content.
 
The Company's content networks and investments include E! Entertainment Television, Style Network, The Golf Channel, Outdoor Life Network, G4, AZN Television, PBS KIDS Sprout, TV One and four Comcast SportsNets. The Company also has a majority ownership in Comcast-Spectacor, whose major holdings include the Philadelphia Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team and two large multipurpose arenas in Philadelphia.

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