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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): November 4, 1996

                               Comcast Corporation
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Pennsylvania                     0-6983                   23-1709202
- ----------------------------        ------------            -------------------
(State or other jurisdiction        (Commission               (IRS employer
   of incorporation)                file number)            identification no.)

              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 5.   OTHER EVENTS

     On November 4, 1996, Comcast Corporation issued a press release regarding
its third quarter 1996 results, a copy of which is attached as Exhibit 99.1 to
the Form 8-K and incorporated herein by reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)  Exhibits
         
               Exhibit 99.1 - Comcast Corporation Press Release dated 
                              November 4, 1996.


                                    SIGNATURE

     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.

                                        COMCAST CORPORATION

Dated: November 4, 1996                 By: /s/ Joseph J. Euteneuer
                                           -------------------------------
                                           Joseph J. Euteneuer
                                           Vice President and 
                                           Corporate Controller



                                 EXHIBIT INDEX


Exhibit Number      Description                                

     99.1           Comcast Corporation Press Release
                      dated November 4, 1996
                               Comcast Corporation
                               1500 Market Street
                             Philadelphia, PA 19102

NEWS

For further information contact:

John R. Alchin
(215) 981-7503

William E. Dordelman
(215) 981-7550

Marlene S. Dooner
(215) 981-7392

FOR IMMEDIATE RELEASE

                     COMCAST REPORTS THIRD QUARTER RESULTS

                  SEVENTH CONSECUTIVE QUARTER OF DOUBLE DIGIT
                          REVENUE AND CASH FLOW GROWTH

     Philadelphia, PA - November 4, 1996... Comcast Corporation today reported
     results for the three and nine months ended September 30, 1996. Revenues
     for the three months ended September 30, 1996 were $974.6 million,
     representing a 12.0% increase over the $870.2 million reported for the same
     period in 1995. Operating cash flow for the third quarter of 1996 was
     $295.8 million, an increase of 12.0% over the $264.1 million reported in
     the third quarter of 1995.

     The Company reported a net loss of $10.0 million, or $0.04 per share for
     the three months ended September 30, 1996, as compared to a net loss of
     $7.4 million, or $0.03 per share for the same period in 1995. Ongoing
     losses are associated with financing costs and non-cash charges, such as
     depreciation and amortization, principally from acquisitions, and equity in
     net losses of affiliates.

     For the nine months ended September 30, 1996, the Company reported revenues
     of $2.871 billion and operating cash flow of $862.0 million as compared to
     revenues and operating cash flow of $2.357 billion and $744.6 million,




     respectively, for the same period in 1995. Consolidated results for the
     Company do not include the results of QVC prior to the acquisition date of
     February 1995. On a pro forma basis, as if QVC had been owned for the
     entire nine month period ended September 30, 1995, the Company's
     consolidated revenues and operating cash flow for the period ended
     September 30, 1996 increased 15.4% and 12.3%, respectively, over the same
     period in 1995.

     In the third quarter, the cable division reported revenue and operating
     cash flow growth of 6.6% over the prior year period. The cable division's
     results reflect strong growth in subscribers, which increased by more than
     18,000 during the quarter as compared to approximately 10,500 customers
     added in the third quarter of 1995. For the twelve months ended September
     30, 1996, the cable division has added almost 86,000 customers, a 2.6%
     growth rate.

     During the third quarter, the cellular division continued its positive
     operating trend, with revenues and operating cash flow increasing 12.5% and
     19.5%, respectively, over the prior year period.

     QVC continued its impressive performance, with third quarter revenue and
     operating cash flow growth of 10.1% and 16.0%, respectively over the prior
     year period, despite strong competition for viewers as a result of the
     Summer Olympics.


     Brian L. Roberts, President of Comcast said, "As we gear up for an active
     fourth quarter we are enthusiastic about the prospects of each of our core
     businesses. In particular, the cable division is continuing to aggressively
     upgrade its network infrastructure and customer service platforms to
     provide a broader and richer array of programming to our customers. We
     believe that the capacity of our upgraded networks will provide unique
     opportunities to market new products and services that will support
     continued cable growth."

     "In each of our businesses, and throughout our service territories, we are
     delivering a range of valuable products and services to our customers. As
     an example, we recently opened our first Comcast Communications Center in
     suburban Philadelphia, a retail environment that showcases Comcast as an
     integrated provider of communications and entertainment services, selling
     and promoting all of the products available to our customer in this core
     market."

     Comcast Corporation is principally engaged in the development, management
     and operation of wired telecommunications including cable television and
     telephone services; wireless telecommunications including cellular,
     personal communications services and direct to home satellite television;
     and content through principal ownership and management of QVC, the world's
     premier electronic retailer, and through majority ownership of
     Comcast-Spectacor and 




     other programming investments. The Company's consolidated and affiliated
     operations serve more than ten million customers worldwide.

     Comcast's Class A and Class A Special Common Stock are traded on The NASDAQ
     Stock Market under the symbols CMCSA and CMCSK, respectively.

                                     #####

                            
                               COMCAST CORPORATION
           Condensed Consolidated Statement of Operations (Unaudited)
                      (in thousands, except per share data)
Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Service Income $543,540 $478,758 $1,584,000 $1,381,510 Net Sales from Electronic Retailing 431,023 391,491 1,286,869 975,917 -------- -------- ---------- ---------- 974,563 870,249 2,870,869 2,357,427 Cost of Goods Sold from Electronic Retailing 262,338 234,369 774,718 584,615 Operating, Selling, General and Administrative Expenses 416,415 371,736 1,234,144 1,028,238 -------- -------- ---------- ---------- Operating Cash Flow 295,810 264,144 862,007 744,574 Depreciation Expense 78,325 59,244 223,718 278,610 Amortization Expense 88,393 88,388 267,272 256,065 Interest Expense 135,742 137,816 403,735 388,367 Investment Income (16,215) (44,727) (63,706) (202,307) Equity in Net Losses of Affiliates 28,877 25,628 89,198 63,534 Gain from Equity Offering of Affiliate (40,638) Other (293) (5,891) 22,673 (5,523) -------- -------- ---------- ---------- 314,829 260,458 902,252 778,746 -------- -------- ---------- ---------- (Loss) Income Before Income Tax Expense, Minority Interest and Extraordinary Items (19,019) 3,686 (40,245) (34,172) Income Tax Expense 9,282 18,435 33,894 32,470 Minority Interest (18,329) (12,796) (47,423) (34,767) -------- -------- ---------- ---------- Loss Before Extraordinary Items (9,972) (1,953) (26,716) (31,875) Extraordinary Items (5,407) (1,013) (5,407) -------- -------- ---------- ---------- Net Loss ($9,972) ($7,360) ($27,729) ($37,282) ======== ======== ========== ========== Loss per Share Loss Before Extraordinary Items ($0.04) ($0.01) ($0.11) ($0.13) Extraordinary Items (0.02) (0.02) -------- -------- ---------- ---------- Net Loss ($0.04) ($0.03) ($0.11) ($0.15) ======== ======== ========== ========== Weighted Average Number of Common Shares Outstanding During the Period 233,318 239,819 236,189 239,634 ======== ======== ========== ========== Cash Dividends per Share $0.023 $0.023 $0.070 $0.070 ======== ======== ========== ==========
COMCAST CORPORATION Condensed Consolidated Balance Sheet (Unaudited) (in thousands)
September 30, December 31, 1996 1995 Cash, Cash Equivalents and Short-term Investments $526,662 $910,043 Accounts Receivable, net 350,675 390,698 Inventories, net 256,251 243,447 Other Current Assets 123,748 109,470 Investments, principally in affiliates 1,278,733 906,383 Property and Equipment, net 2,051,562 1,643,602 Deferred Charges, net 5,241,677 5,376,665 ---------- ---------- Total Assets $9,829,308 $9,580,308 ========== ========== Current Liabilities $1,140,964 $1,122,069 Long-term Debt, less current portion 7,233,745 6,943,766 Deferred Income Taxes 1,501,820 1,517,995 Minority Interest and Other 891,492 824,129 Stockholders' Deficiency (938,713) (827,651) ---------- ---------- Total Liabilities & Stockholders' Deficiency $9,829,308 $9,580,308 ========== ==========
COMCAST CORPORATION Pro Forma Financial and Other Data by Business Segment (Unaudited) (1) (in thousands)
(2) (3) Domestic Electronic Corporate Cable Retailing Cellular and Other Total Three Months Ended September 30, 1996 Revenues $392,619 $431,023 $110,020 $40,901 $974,563 Operating Cash Flow (Deficit) 193,875 69,238 47,739 (15,042) 295,810 Capital Expenditures 67,025 19,317 32,475 52,483 171,300 Three Months Ended September 30, 1995 Revenues $368,453 $391,491 $97,830 $12,475 $870,249 Operating Cash Flow (Deficit) 181,955 59,705 39,955 (17,471) 264,144 Capital Expenditures 69,395 7,465 24,020 36,731 137,611 Nine Months Ended September 30, 1996 Revenues $1,170,951 $1,286,869 $317,116 $95,933 $2,870,869 Operating Cash Flow (Deficit) 578,880 208,646 118,826 (44,345) 862,007 Capital Expenditures 203,841 38,864 69,026 138,474 450,205 Nine Months Ended September 30, 1995 Revenues $1,078,033 $1,107,386 $274,243 $28,139 $2,487,801 Operating Cash Flow (Deficit) 529,655 178,501 110,736 (51,519) 767,373 Capital Expenditures 180,437 21,516 191,983 88,214 482,150 (1) The Company acquired QVC in February 1995. Pro forma financial data by business segment is presented as if the QVC acquisition occurred at the beginning of 1995. Accordingly, each period presented includes QVC's operating results for the entire period. The information presented above is not necessarily indicative of what the results would have been had the Company operated QVC since the beginning of 1995. Historical financial data by business segment is available in the Company's Quarterly Report on Form 10-Q. (2) Effective April 1, 1995, QVC began consolidating its United Kingdom operations. Pro forma financial data by business segment for periods prior to April 1, 1995 excludes QVC's United Kingdom operations. For the three months ended March 31, 1995, revenues of QVC's United Kingdom operations were $7.4 million and operating cash flow (deficit) was ($2.2 million). (3) Corporate and other includes certain operating businesses and elimination entries related to the segments presented.
Other Data (at end of period) 3Q95- 3Q96 3Q95 2Q96 3Q96 Growth Domestic Cable Homes Passed 5,547 5,624 5,649 1.8% Basic Cable Subscribers 3,361 3,429 3,447 2.6% Basic Cable Penetration 60.6% 61.0% 61.0% 0.4 pts. Primestar Subscribers 43 81 101 134.9%