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
Date: June 6, 2002
The following presentation was shown at the 10th Annual Deutsche Bank Media
Conference:
10th Annual Deutsche Bank Media Conference
[GRAPHIC OMITTED]
June 4, 2002
COMCAST LOGO
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.
Deutsche Bank
June 4, 2002 COMCAST LOGO
COMCAST LOGO
Brian L. Roberts
President
1Q02: Strong Operating Performance
Cable QVC Content
$ in Millions 13.5% 11.4% 33.6%
$600 X $200 $60
X
X X $55 X
$550 X X X
X X $175 X $50 X
X X X X X
$500 X X X X X
X X X X $45 X
X X X X X
$450 X X $150 X X $40 X X
1Q01 1Q02 1Q01 1Q02 1Q01 1Q02
Consolidated Revenue Growth: 12%
Consolidated OCF Growth: 18%
Deutsche Bank Note: Pro Forma Results
June 4, 2002 COMCAST LOGO
Leveraging an Upgraded Network
--> Strong Demand for New Services
comcast High-Speed Internet
comcast 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
Deutsche Bank
June 4, 2002 COMCAST LOGO
COMCAST LOGO digital cable
Subscriptions Penetration
(000s)
3,500 40%
1Q02 Net Adds: 200,000
3,000 3MM*+ 35%
2.54MM 30%
2,500 2.33MM
25%
2,000
1.35MM
20%
1,500
15%
1,000
10%
515K
500 5%
78K
0 0%
YE98 YE99 YE00 YE01 1Q02 YE02E
* 2002 Guidance: 600-700,000 net additions.
Deutsche Bank
June 4, 2002 COMCAST LOGO
COMCAST LOGO digital cable
Strong and Profitable Growth
o Positive Contribution Since Day One
o Incremental Revenue: $10.61 per Box
o Incremental OCF: >80% Margin
Deutsche Bank
June 4, 2002 COMCAST LOGO
Building on the Digital Platform
Subscription
Penetration 100% +
|
| Interactive TV
|
| Extended VOD / PVR
|
| High Definition TV
|
| Video-On-Demand
|
| Digital Plus
| $14.95
|
| Digital Classic
| $9.95
|
--------------------------------------------------------------------------
Deutsche Bank COMCAST LOGO
June 4, 2002
Building on the Digital Platform
Video-On-Demand
o Drives Digital Penetration
o Leverages Existing Box
o Competitive Advantage
Digital --> Parity
VOD --> Superiority
o Scalable Architecture for Future
Services
Deutsche Bank COMCAST LOGO
June 4, 2002
VOD . . . More Than Movies
Movies + Time Shifted Programming
| |
---------------- -----------------------------------------
| | | | |
Impulse Subscription "Best of"
Cable and
HBO Showtime STARZ! Broadcasting
[GRAPHIC OMITTED]
News
Sports
Kids
Shopping
Prime Time
Cable
Deutsche Bank COMCAST LOGO
June 4, 2002
Building on the Digital
High-Definition Television
o Today: Available to 1.3MM
Customers in Philadelphia
and New Jersey
o YE 2002: Expand Offering in Mid- [GRAPHIC OMITTED]
Atlantic Super Cluster and
to Other Key Markets
o Programming: ABC, NBC, HBO, and Showtime
o 2003: Comcast SportsNet
Deutsche Bank COMCAST LOGO
June 4, 2002
COMCAST LOGO High-Speed Internet
Subscribers
(000s) Penetration
1,600 14%
1Q02 Net Adds: 92,000 1.4MM*+
1,400 12%
1,200
948K 1.04MM 10%
1,000
8%
800
6%
600
4%
400 400K
200 142K 2%
51K
0 0%
YE98 YE99 YE00 YE01 1Q02 YE02E
* 2002 Guidance: 400-500,000 net additions.
Deutsche Bank COMCAST LOGO
June 4, 2002
COMCAST LOGO High-Speed Internet
o 1Q02 ARPU: $40, up from $35 in 4Q01
o Significant Cash Flow Improvement [GRAPHIC OMITTED]
o Designed to Support Multiple ISPs
o First ISP Deal: Juno and NetZero
o Juno Broadband Launched in Nashville and
Indianapolis on May 30, 2002 [GRAPHIC OMITTED]
Deutsche Bank COMCAST LOGO
June 4, 2002
Building on the Cable Modem Platform
Over the Next 12 - 24 Months:
o Music
o Photo Sharing
o Gaming
o Short-Form Video
o Video Chat
Deutsche Bank COMCAST LOGO
June 4, 2002
[GRAPHIC OMITTED]
COMMERCE LOGO
Revenue Growth
[Chart depicting revenue growth of Base+iQVC, UK, German and Other, resulting
in an increase in CAGR by 15% from 1990-2001.]
Deutsche Bank QVC LOGO
June 4, 2002
Operating Cash Flow Growth
[Chart depicting Operating Cash Flow Growth of Base+iQVC, UK, German and
Other, resulting in an increase in CAGR by 38% from 1990-2001.]
Deutsche Bank QVC LOGO
June 4, 2002
QVC Delivers...In One Day!
1/19/02: $18MM in Computers [GRAPHIC OMITTED]
[GRAPHIC OMITTED] 4/30/02: $18MM on Cooking Day
5/11/02: $23MM on Fashion Day [GRAPHIC OMITTED]
Deutsche Bank QVC LOGO
June 4, 2002
[GRAPHIC OMITTED]
CONTENT
o In Four Years:
o Subscribers Up 50%
[GRAPHICS OMITTED]
o 71 Million Subscribers
o E!'s 2002 Academy Awards Show
o Most Watched Day in Networks History style.
o Scheduled to Reach 40 Million Subscribers by YE04
[GRAPHICS OMITTED]
Deutsche Bank
June 4, 2002 COMCAST LOGO
[GRAPHIC OMITTED]
THE GOLF CHANNEL (R)
o 46 Million Subscribers
o Subscribers Up 25% In One Year
o More Tournament Coverage Than All Other Networks
Combined
o Upscale, Highly Targeted Demographic
[GRAPHICS OMITTED]
Deutsche Bank
June 4, 2002
[GRAPHIC OMITTED]
o Launched in April 2002
o 24x7 Network Targeted to Video Game Enthusiasts
o 145MM Americans Play Video Games
o $9Bn in Domestic Revenue in 2001
[GRAPHICS OMITTED]
Deutsche Bank
June 4, 2002
COMCAST LOGO
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
Deutsche Bank
June 4, 2002
COMCAST LOGO
COMCAST (R)
John R. Alchin
Executive Vice President and Treasurer
AT&T COMCAST (R)
CORPORATION
Merger Funding In Place
o $17 Billion of Bank Facilities
o Funding Requirement at Closing: $11-$14 Billion
o Includes Repayment of AT&T Intercompany Debt,
Free Cash Flow Deficit and Other Near-Term
Liquidity Needs for AT&T Comcast
Deutsche Bank
June 4, 2002 COMCAST LOGO
Commitment to Deleveraging
AT&T Comcast debt(1)
($ in Billions)
QUIPS $5.0 $5.0----
$1.1
-------- -------
New $0.5
AT&T Comcast $6.5
Borrowings $12.5 $10.7 ------
$4.2
Existing
AT&T Bonds $8.4 $8.4 $8.4
Existing
Comcast Debt $9.9 $9.4 $9.4
--------------------------------------------------------------------------------
Total Debt $30.8 $28.5 $22.0
--------------------------------------------------------------------------------
Rural Cable Estimated
System TWE value
Sales/ (after-tax)
Liquid Share
Monetization
o QUIPS conversion to equity represents a $5.0BN (face value)
reduction in total debt and preferred
o On April 5th, AT&T Broadband reached an agreement with Bresnan
Communications to sell 320,000 subscribers in Montana, Wyoming
and Colorado for $735MM in cash
o On May 21st, Comcast sold 42MM shares of AT&T stock for $540MM
in cash - Reducing opening debt balance o An additional
after-tax value of $1.1BN in highly liquid assets will also be
monetized in the next year
o Within two years, AT&T Comcast expects to monetize TWE ($6.5BN+,
after-tax(2))
1 Net of AT&T Broadband Exchangeables and Comcast ZONES
2 Preliminary valuation for illustrative purposes based on Wall Street
estimates
Deutsche Bank
June 4, 2002 COMCAST LOGO
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%
Deutsche Bank
June 4, 2002 COMCAST LOGO
Free Cash Flow Generation
Decrease in cable capital expenditures
(Billions)
$2.5
====
$2.0 ====
//// ====
$1.5 ==== //// ////
==== //// ////
$1.0 ==== //// ////
==== ==== //// //// ////
$0.5 //// //// //// //// ////
//// //// //// //// ////
$0.0 //// //// //// //// ////
1998 1999 2000 2001 2002E
/// Cable
...leads to significant FCF generation
(Millions)
+ $800 []
/
$700 /
/
$600 /
/
$500 /
[] /
$400 / \ /
/ \ /
$300 / [] /
/ \ /
$200 / \ /
/ \ /
$100 / \ /
/ []
$0 []
1998 1999 2000 2001 2002E
Free Cash Flow = EBITDA - Cap Ex - Interest Expense - Cash Taxes. Excludes
One-Time Tax Payments, OCF losses from Business Telephony Initiatives and
High-Speed Internet Transition Costs
Deutsche Bank
June 4, 2002 COMCAST LOGO
AT&T COMCAST (R)
CORPORATION
Financially Strong and
Positioned for Growth
o Free Cash Flow Generation
o Investment Grade Rating
o Building Long Term Shareholder Value
Unlimited Opportunity
Deutsche Bank
June 4, 2002 COMCAST LOGO
Comcast (R)
Note: The following notice is included to meet certain legal requirements:
FORWARD-LOOKING STATEMENTS
The enclosed information contains forward-looking statements within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Investors are cautioned that such
forward-looking statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the businesses of AT&T Corp.
("AT&T"), Comcast Corporation ("Comcast") and, after the completion of the
proposed transaction between AT&T and Comcast, AT&T Comcast Corporation ("AT&T
Comcast") are based on current expectations that are subject to risks and
uncertainties. A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward-looking statements.
These factors include, but are not limited to, risks and uncertainties set
forth in AT&T's, Comcast's and AT&T Comcast's filings with the Securities and
Exchange Commission ("SEC"), including risks and uncertainties relating to:
failure to obtain and retain expected synergies from the proposed transaction,
delays in obtaining, or adverse conditions contained in, any required
regulatory approvals, changes in laws or regulations, availability and cost of
capital and other similar factors. Readers are referred to AT&T's and Comcast's
most recent reports filed with the SEC. AT&T, Comcast and AT&T Comcast are
under no obligation to (and expressly disclaim any such obligation to) update
or alter their forward-looking statements whether as a result of new
information, future events or otherwise.
ADDITIONAL INFORMATION
In connection with the proposed transaction, AT&T, Comcast and AT&T
Comcast have filed a joint proxy statement/prospectus with the SEC. INVESTORS
AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the joint proxy statement/prospectus and other documents containing information
about AT&T, Comcast and AT&T Comcast, without charge, at the SEC's web site at
http://www.sec.gov. Free copies of AT&T's filings may be obtained by directing
a request to AT&T Corp., 295 North Maple Avenue, Basking Ridge, N.J. 07920,
Attention: Investor Relations. Free copies of Comcast's and AT&T Comcast's
filings may be obtained by directing a request to Comcast Corporation, 1500
Market Street, Philadelphia, Pennsylvania 19102-2148, Attention: General
Counsel.
AT&T, Comcast and their respective directors, executive officers and other
members of their management and employees may be soliciting proxies from their
respective stockholders in connection with the proposed transaction.
Information concerning Comcast's participants in the solicitation is contained
in a filing made by Comcast with the Commission pursuant to Rule 14a-12 on July
9, 2001.