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Filed by Comcast Corporation Pursuant to Rule 425
under the Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934
Subject Company: AT&T Comcast Corporation
Commission File No. 333-82460
The following slide presentation was shown at Banc of America Securities'
Growth Telecommunications, Media & Entertainment Conference on May 1, 2002:
Banc of America Securities Growth Telecom
Media & Entertainment Conference
[GRAPHIC OMITTED]
May 1, 2002
comcast(R)
Safe Harbor
Caution Concerning Forward-Looking Statements
This presentation 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
effects of legislative and regulatory changes; (2) the potential for increased
competition; (3) technological changes; (4) the need to generate substantial
growth in the subscriber base by successfully launching, marketing and
providing services in identified markets; (5) pricing pressures which could
affect demand for Comcast's services; (6) Comcast's ability to expand its
distribution; (7) changes in labor, programming, equipment and capital costs;
(8) Comcast's continued ability to create or acquire programming and products
that customers will find attractive; (9) future acquisitions, strategic
partnerships and divestitures; (10) general business and economic conditions;
(11) other risks described from time to time in Comcast's periodic reports
filed with the Securities and Exchange Commission; and (12) with respect to
statements relating to the proposed combination of Comcast and AT&T Broadband,
factors that could cause actual results of the combined businesses of Comcast
and AT&T Broadband to differ materially from expected results for such
businesses, including failure to integrate the businesses successfully or to
achieve the expected combination benefits.
Banc of America comcast(R)
May 1, 2002
comcast(R)
Brian L. Roberts
President
Leveraging an Upgraded Network
- --> Strong Demand for New Services
comcast(R) High-Speed Internet
comcast(R) digital cable
- --> Double-Digit OCF Growth
o 10% in 2000
o 12% in 2001
o 12-14% in 2002E
- --> Significant Free Cash Flow
o Consolidated: $800 million - $1.0 billion in 2002E
Upgraded Network + New Services + Double-Digit OCF Growth
= Significant Free Cash Flow Generation
Banc of America comcast(R)
May 1, 2002
1Q02: Strong Operating Performance
1Q01 1Q02 1Q01 1Q02
---- ---- ---- ----
Cable 526.3 597.5 QVC 172.7 192.3 Content [Omitted graph depicts a 33% increase in
(13% Increase) (11% Increase) content from 1Q01 to 1Q02]
Revenue Growth: 12%
Consolidated Consolidated OCF Growth: 18%
Note: Pro Forma Results
Banc of America comcast(R)
May 1, 2002
comcast(R) digital cable
Subscriptions
(000s)
Penetration
3MM*+ 40%
3,500 35%
1Q02 Net Adds: 200,000
3,000 2.54MM 30%
2,500 2.33MM 25%
2,000 1.35MM 20%
1,500 15%
1,000 10%
500 515K 5%
0 78K 0%
YE98 YE99 YE00 YE01 1Q02 YE02E
*2002 Guidance: 600-700,000 net additions
Banc of America comcast(R)
May 1, 2002
Banc of America comcast(R)
May 1, 2002
Building on the Digital Platform
Video-On-Demand
o Drive Digital Penetration
o Competitive Differentiation
o Today: 3 Million VOD-Ready Homes in 19 Markets
o YE02: 5-6 Million VOD-Ready Homes
Banc of America comcast(R)
May 1, 2002
VOD...More Than Movies
Movies + Time Shifted Programming
| |
| |
---------------- ----------------------------------
Impulse Subscription | Free
| |
| |
HBO "Best of"
Showtime Cable and
STARZ! Broadcasting
[GRAPHIC OMITTED]
Banc of America comcast(R)
May 1, 2002
Building on the Digital Platform
High-Definition Television
o Today: Available to 1.3MM
Customers in Philadelphia
and New Jersey
o YE 2002: Expand Offering in Mid-
Atlantic Super Cluster and
to Other Key Markets
o Programming: ABC, NBC, HBO, and Showtime
o 2003: Comcast SportsNet
[GRAPHIC OMITTED]
Banc of America comcast(R)
May 1, 2002
comcast(R) High-Speed Internet
Subscriptions
(000s)
Penetration
1,600 14%
1Q02 Net Adds: 200,000 1.44MM*+
1,400 12%
1,200 1.04MM 10%
948K
1,000
8%
800
6%
600
4%
400 400K
2%
200 142K
51K
0 0%
YE98 YE99 YE00 YE01 1Q02 YE02E
*2002 Guidance: 400-500,000 net additions
Banc of America comcast(R)
May 1, 2002
comcast(R) High-Speed Internet
o Completed Transition to Comcast Network
o 1Q02 ARPU of $40
o Significant Cash Flow Improvement
o Designed to Support Multiple ISPs
and Tiered Services
o First ISP Deal: Juno and NetZero
[GRAPHIC OMITTED]
Banc of America comcast(R)
May 1, 2002
AT&T comcast(R)
CORPORATION
A Powerful Platform for Growth
o Margin Improvement/Operating Efficiencies
o Other Value Creation Opportunities
o Content
o National Advertising
o Technology
Unlimited Opportunity
Banc of America comcast(R)
May 1, 2002
comcast(R)
John R. Alchin
Executive Vice President and Treasurer
Financial Reputation
Fully Reviewed Comcast 10-K in Connection
with the Filing of Merger Proxy
o No Ratings Triggers
o No Commercial Paper Issuance Concerns
o No Material Off-Balance Sheet Debt
- $200MM Performance Guarantee of an Affiliate Fully Disclosed
o No Unusual Capitalization Policies
NO NONSENSE
Banc of America comcast(R)
May 1, 2002
AT&T comcast(R)
CORPORATION
Merger Funding Update
o $17 Billion of Bank Facilities
o Funding Requirement at Closing: $11-$14 Billion
o Includes Repayment of AT&T Intercompany Debt, Free Cash Flow
Deficit and Other Near-Term Liquidity Needs for AT&T Comcast
Banc of America comcast(R)
May 1, 2002
Commitment to Deleveraging
AT&T Comcast debt(1) o QUIPS conversion to equity
($ in Billions) represents a $5.0BN (face value)
reduction in total debt and
preferred
QUIPS $5.0 $5.0
$2.4 o On April 5th, AT&T Broadband
reached an agreement with Bresnan
New Communications to sell 320,000
AT&T Comcast $6.5 subscribers in Montana, Wyoming and
Borrowings $12.5 $10.1 Colorado for $735MM in cash
$3.6
o An additional after-tax value of
Existing $1.7BN in highly liquid assets will
AT&T Bonds $8.4 $8.4 $8.4 also be immediately monetized
o Within two years, AT&T Comcast
Existing expects to monetize TWE ($6.5BN+,
Comcast Debt $9.9 $9.9 $9.9 after-tax2)
Rural Cable Estimated o Solid Investment Grade Profile
System TWE value
Sales/ (after-tax)
Liquid Share
Monetization
1 Net of AT&T Broadband Exchangeables and Comcast ZONES
2 Preliminary valuation for illustrative purposes based on Wall Street estimates
Banc of America comcast(R)
May 1, 2002
AT&T
Broadband Comcast
Industry Margins 36% 42%
1Q01 18 40
2Q01 23 41 AT&T Broadband Margin 20% 20%
3Q01 25 41
4Q01 23 41 ---------------------------------------
1Q02 20 41 Difference 16% 22%
---------------------------------------
AT&T Broadband '01 Revenue(1) x $9.2B
1. Margin Improvement Annual EBITDA Impact: $1.4B - $2.0B
2. Operating Efficiencies Annual EBITDA Impact: $1.3B - $1.9B
(1) Source: Company Press Release
Banc of America comcast(R)
May 1, 2002
AT&T comcast(R)
CORPORATION
2003 2004 2005
---- ---- ----
AT&T Broadband OCF
Margin Improvement(1) 26% --------------> 36%
Operating Synergies(1) (Millions) $300 $400 $500
Comcast Cable OCF Growth(1) 11% --------------> 11%
OCF Growth Exceeding 20%
(1) For illustrative Purposes Only. Not Indicative of Guidance.
Banc of America comcast(R)
May 1, 2002
AT&T comcast(R)
CORPORATION
Financially Strong and
Positioned for Growth
o Investment Grade Rating
o Free Cash Flow Generation
o Building Long Term Shareholder Value
Unlimited Opportunity
Banc of America comcast(R)
May 1, 2002
comcast(R)