Disclaimer

The SEC Filings on this page are provided by EDGAR (www.sec.gov), the Electronic Data Gathering, Analysis, and Retrieval System of the U.S. Securities and Exchange Commission (SEC). EDGAR performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the SEC. The information here is provided for your convenience only. Comcast has no control over the information provided by EDGAR and cannot guarantee the sequence, accuracy, or completeness of any information or data displayed through EDGAR. Accordingly, Comcast does not accept any responsibility for the content or use of any information obtained through EDGAR.

Consult Your Tax Advisor

The information in this document represents our understanding of federal income tax laws and regulations, but does not constitute personal tax advice based on your specific situation. It does not purport to be complete or to describe the consequences that may apply to you given your particular taxes. You should consult your own tax advisor regarding the applicability of any state, local and foreign tax laws.

fwp
 

ISSUER FREE WRITING PROSPECTUS
(SUPPLEMENTING PROSPECTUS DATED MARCH 26, 2003)
FILED PURSUANT TO RULE 433
REGISTRATION STATEMENT NO. 333-104034
FINAL PRICING TERMS ON COMCAST NOTES
     
Issuer:
  Comcast Corporation (the “Company”)
 
   
Guarantors:
  Comcast Cable Communications, LLC, Comcast Cable Communications Holdings, Inc., Comcast Cable Holdings, LLC, Comcast MO Group, Inc. and Comcast MO of Delaware, LLC (the “Cable Guarantors”)
 
   
Lead Managers:
  Deutsche Bank Securities Inc.
 
  Goldman, Sachs & Co.
 
  Merrill Lynch, Pierce, Fenner & Smith Incorporated
 
   
Indenture:
  Indenture dated as of January 7, 2003 by and among the Company, the Cable Guarantors (other than Comcast MO of Delaware, LLC) and the Bank of New York, as Trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as of March 25, 2003 by and among the Company, the Cable Guarantors and the Trustee
 
   
Trustee:
  The Bank of New York
 
   
Registration Statement File No:
  333-104034 
 
   
Securities to be purchased:
  5.90% Notes Due 2016 
 
  6.45% Notes Due 2037 
 
   
Use of Proceeds:
  Working capital and general corporate purposes, including for the repayment of commercial paper obligations. As of December 31, 2005, the Company’s indebtedness, excluding the derivative component for its indexed debt instruments whose changes in fair value are recorded to investment income (loss), net, had a weighted average annual interest rate of 7.32% and an average maturity date in 2016.

 


 

     
Anticipated Ratings for the Company’s Senior Unsecured Debt:
  Standard & Poors: BBB+
Moody’s: Baa2
Fitch: BBB+
 
   
Minimum Denomination:
  $1,000 
 
   
5.90% Notes Due 2016
   
 
   
Aggregate Principal Amount:
  $1,000,000,000 
 
   
Purchase Price:
  99.862% of the principal amount, plus accrued interest, if any, from March 2, 2006 
 
   
Maturity:
  March 15, 2016 
 
   
Interest Rate:
  5.90% per annum, accruing from March 2, 2006 
 
   
Interest Payment Dates:
  March 15 and September 15 commencing September 15, 2006 
 
   
Pricing Benchmark:
  4.500% U.S. Treasury due 02/16 
 
   
UST Spot (Yield):
  4.598% 
 
   
Spread to Benchmark:
  +132 bps
 
   
Yield to Maturity:
  5.918% 
 
   
Makewhole Redemption:
  The 5.90% Notes due 2016 are redeemable at the option of the Company at any time, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the Treasury Rate plus 20 basis points, plus in each case accrued interest thereon to the date of redemption.
 
   
Additional Issuances:
  An unlimited amount of additional 5.90% Notes due 2016 may be issued. The 5.90% Notes due 2016 and any additional 5.90% Notes due 2016 that may be issued will

 


 

     
 
  be treated as a single series for all purposes under the indenture.
 
   
6.45% Notes Due 2037
   
 
   
Aggregate Principal Amount:
  $1,250,000,000 
 
   
Purchase Price:
  99.399% of the principal amount, plus accrued interest, if any, from March 2, 2006 
 
   
Maturity:
  March 15, 2037 
 
   
Interest Rate:
  6.45% per annum, accruing from March 2, 2006 
 
   
Interest Payment Dates:
  March 15 and September 15 commencing September 15, 2006 
 
   
Pricing Benchmark:
  5.375% U.S. Treasury due 02/31 
 
   
UST Spot (Yield):
  4.665% 
 
   
Spread to Benchmark:
  +183 bps
 
   
Yield to Maturity:
  6.495% 
 
   
Makewhole Redemption:
  The 6.45% Notes due 2037 are redeemable at the option of the Company at any time, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the Treasury Rate plus 25 basis points, plus in each case accrued interest thereon to the date of redemption
 
   
Additional Issuances:
  An unlimited amount of additional 6.45% Notes due 2037 may be issued. The 6.45% Notes due 2037 and any additional 6.45% Notes due 2037 that may be issued will be treated as a single series for all purposes under the indenture.

 


 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866 500-5408.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded (other than any statement relating to the identity of the legal entity authorizing or sending this communication in a non-US jurisdiction). Such disclaimers or other notices were automatically generated as a result of this communication having been sent via Bloomberg or another email system.