Professional Documents
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.com
Film
Parks
December 3, 2009
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
cases, so called “forward
forward-looking
looking statements
statements” by words such as “maymay,” “will
will,” “should
should,” “expects
expects,” “plans
plans,” “anticipates
anticipates,”
“believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of those words and other comparable words. We wish to take
advantage of the “safe harbor” provided for by the Private Securities Litigation Reform Act of 1995 and we caution you that actual events or
results may differ materially from the expectations we express in our forward-looking statements as a result of various risks and uncertainties,
many of which are beyond our control. Factors that could cause our actual results to differ materially from these forward-looking statements
include: ((1)) our p
proposed
p jjoint venture with General Electric is subject
j to regulatory
g y and other conditions,, and we cannot p provide assurances
that we will be able to consummate the transaction, that conditions imposed by regulators might not impact our results, or that the joint
venture will be able to succeed in the highly competitive media industry and generate acceptable financial returns and cash flows (2) changes
in the competitive environment, (3) changes in business and economic conditions, (4) changes in our programming costs, (5) changes in laws
and regulations, (6) changes in technology, (7) adverse decisions in litigation matters, (8) risks associated with acquisitions and other
strategic transactions, (9) changes in assumptions underlying our critical accounting policies, and (10) other risks described from time to time
in reports and other documents we file with the Securities and Exchange Commission. We undertake no obligation to update any forward-
looking statements. The amount and timing of share repurchases and dividends is subject to business, economic and other relevant factors.
Other Considerations
Financial numbers in this presentation are based, in part, on information provided to us by GE. These numbers are preliminary and, among
other things, do not include all purchase accounting adjustments. Throughout this presentation we provide estimated revenue and Operating
Cash Flow (OCF) dollar amounts and pro forma mix percentages. OCF figures exclude OCF from non-consolidated affiliates. Estimated
revenue and OCF mix percentages are before corporate overhead, inter-company eliminations and certain other amounts and do not include
all purchase accounting adjustments required by GAAP. Financial numbers in this presentation are for illustrative purposes only and do not
represent guidance.
The description of the transaction included in this presentation is qualified in its entirety by, and is subject to, the terms of the definitive
documentation to be filed with the Securities and Exchange Commission on a Form 8-K.
2
Creating
g A Premier Media and Entertainment Company
p y
annels
Cable
Cha
C
dcast
Broad
Digital
.com
Film
Parks
3
Compelling Strategic Opportunity
Positions Comcast for continued innovation and growth
4
Builds Shareholder Value
5
Michael J. Angelakis
Transaction Summary
Comcast and GE are forming a content joint venture initially owned
51% by Comcast and 49% by GE
* Subject to adjustment based on the amount of cash, if any, in the venture at closing.
6
Transaction Summary
Meets our strategic
g and financial objectives
j and creates a defined p
path
to achieve 100% control1
• The new joint venture will be conservatively capitalized with initial Debt/OCF of less than 3.0x
– Expect investment grade rating by Moody’s and S&P
– Business has high FCF conversion that will drive substantial de-levering
• Redemption price is based on the fully-distributed public market value at time of redemption,
subject to certain adjustments tied to the venture’s value.
• Comcast receives a performance incentive as the value of the new joint venture increases
– Under the redemption price mechanism, Comcast shares in 50% of the value creation above the initial equity value of
$28.2 billion
(1) GE may retain a preferred interest in the venture in certain circumstances. Refer to Appendix for
detailed description 7
Transaction Summary
Transaction structure and returns meets our financial objectives
– Under the redemption mechanism, Comcast shares in 50% of the value creation above the
initial equity value of $28.2 billion
8
Maintains Balance Sheet Strength and Investment Grade Rating
Illustrative 2010 estimated pro forma financial metrics
C t1
Comcast PF Comcast PF Comcast Mix %
Ex-Programming New JV
($Bn)
Revenue
2010 Estimate:
2 Parks
R
Revenue $35 2
$35.2 $18 2
$18.2 $52 1
$52.1 Broadcast
1% 11%
OCF $13.6 $3.0 $16.5
Cable Channels
Cap Ex $4.8 $0.4 $5.2 14%
Cable Distribution
3
Interest $2 4
$2.4 $0 6
$0.6 $3 0
$3.0 65%
3
FCF $4.3 $1.4 $5.7
OCF
4
Total Debt $33.4 $9.1 $42.5
Debt / OCF 2.5x 3.0x 2.6x Cable Channels
17%
Note: 2010 figures are for illustrative purposes only and do not represent guidance.
Cable Distribution
Figures are preliminary and do not include all GAAP purchase accounting adjustments 80%
(1) Comcast includes Cable, Corp & Other (CIM and Spectacor) and excludes contributed assets (Programming assets,
RSNs, Fandango and Daily Candy).
(2) PF Comcast revenue is net of inter-company eliminations.
(3) Interest expense and FCF are pro forma as if closing occurred on 1/1/2010.
(4) Estimated debt at closing. Excludes borrowings for transaction fees and debt guaranteed by GE.
Cable and Cable Channels are 97% of OCF and Drive Profitability and FCF Growth
9
Maintains Commitment to Return Capital to Shareholders
C t1
Comcast New Joint Venture
Ex-Programming
IIncreased
d Return
R t off Capital
C it l to
t Expected
E t d to
t Fund
F d 100%
Shareholders Ownership
• Increasing Comcast’s planned annual dividend • Free cash flow is retained to fund any GE
40% to $$0.378 p
per share,, with first p y
payment redemption of its remaining 49% interest2
effective January 2010 • Debt capacity based on maximum leverage
– Expect to further grow the dividend in line with of 2.75x and maintaining investment grade
growth in the business rating
• Intend to complete share repurchase plan to • Comcast’s
Comcast s funding obligation is capped at
buy back $3.6 billion of Comcast stock over $5.75 billion over 7 year period
next 36 months
• Meaningful tax benefits to Comcast
• Dividend and share repurchase payout ratio in
excess of 50% of LTM Free Cash Flow
• Maintain the strength of our balance sheet and investment grade profile
11
Brian L. Roberts
2009E OCF Cable Channels
• Highly profitable collection of leading cable channels
Broadcast
Cable
38%
Channels • Strong position with ratings growth across the portfolio
Cable
78% Channels • Expansion potential through domestic and international distribution
31%
Broadcast
10% • Opportunities to deliver and monetize content across platforms
13
2009E Revenue
Broadcast
• NBC: a global brand with an iconic legacy (News, Sports, Primetime)
• Telemundo: extensive presence in the high-growth
high growth Hispanic market
Broadcast
38%
• TV stations: strong local presence with deep ad sales relationships
Cable • TV production studio supplies owned and 3rd party networks with a growing
Channels library of 3,000+ titles
31%
2009E OCF
Broadcast network
TV production #2 Spanish
reaches 100% of
studio + library: content producer
Cable Broadcast US households
Channels 10% 3,000+ titles globally
78% NBC’s 10 O+Os
cover 27% of US 16 O+O’s
TV HH
14
A Global and Iconic Brand
• Tonight Show …5 hosts, 5 decades of leadership
Entertainment • Late Night …3 hosts, 3 decades of leadership
• Saturday Night Live …a cultural institution for 35 years
• Today Show #1 for 15 straight years
• Nightly News #1 for 13 straight years
News • Meet the Press #1 for 12 straight years
• Local News #1 or #2 in 9 out of 10 DMAs
• Success at NBC creates significant value in MSNBC
Sports
15
2009E Revenue Theme Parks
• One of two major international theme park brands
Broadcast
38% • Stable,
St bl iindustry-leading
d t l di margins
i
• International growth opportunity with zero-capital / management fee model
Parks 3%
Cable (1) (2) (3)
Channels
31%
16
Cable Channels Deliver Majority of Value
– Affiliate fees from cable, satellite and telco providers have been growing on
average 12% per year1
$2,190
$1 953
$1,953
$1,560
$1,280
$1 103
$1,103
$1,035
19
A Valuable Portfolio of Profitable Cable Channels
NBCU’s successful formula drives industry-leading ratings
• #1 in primetime ratings for 13 consecutive quarters
• “Characters Welcome” brand has led to unprecedented original success:
• Monk, Burn Notice, In Plain Site… and now White Collar
20
Combines Experienced Management Teams and Creative Talent
Sports + Olympics
Sports + Olympics Universal Studios
Universal Studios Comcast Entertainment
Comcast Entertainment Sprout
Dick Ebersol Ron Meyer Ted Harbert Sandy Wax
NBCU Women and Universal Pictures G4
Lifestyle Entertainment + Universal Studios Neal Tiles
Networks Rick Finkelstein
Lauren Zalaznick
21
Stephen B. Burke
Business Opportunities
23
Cable Channels…The Foundation for an Attractive Asset Mix
2009E Revenue 2009E Revenue
Film
Film
25%
28%
Cable
Broadcast
Channels
38% Broadcast
31% 33%
Cable Channels Cable Channels
31% 40%
Parks Parks
3% 3%
Parks
2009E OCF 2009E OCF 5%
Film
Cable Channels
Cable Channels 6% Film
82%
78% Broadcast 5%
10% Broadcast
Parks 8%
Parks
6% 5%
24
Cable Channels Drive Growth
$2,762
$2,491
$2,000
$1,657 NBCU (1)
$1,524 Comcast
$1,381 $2,190
$1,953
$ , 2004-09
$1,560 CAGR:
$1,103 $1,280 +16.2%
$1,035
(1) Operating cash flow of consolidated Comcast cable channels excludes SNY, PBS Kids Sprout, TVOne, FEARNet.
25
A Valuable Portfolio of Profitable Cable Channels
Subscribers by Network(1) Comcast NBCU
99 Growth Opportunities:
97
97 • Cross promote and strengthen emerging
channels
96
93 • Strong platforms for advertisers
92
82 p
• Expand domestic and international
distribution
75
66 • Increase exposure to new platforms
64
64
35
40% 34 Minorityy Interests
32
8%
30 ~33%
33%
22 ~16%
16 25%
(1) November 2009 Nielsen Households in MM except Universal, FearNet, Sleuth, and Sprout which are 2009E subscribers in millions.
26
A Valuable Portfolio of Profitable Cable Channels
2009E
OCF Cable Channels
(1)
Company ($Bn) % of Total OCF
(2)
$3.8 50%
$3.2 94%
$2.8 82%
New NBCU Joint Venture (3)
(4)
$2.8 39%
(5)
$1.9 38%
News
Local
News
E t
Extensive
i choices
h i ffor advertisers
d ti and
d consumers
(1) For TV: Nielsen Unduplicated Cume Audience (Women 18-49), September 2009. For online: Nielsen NetView Monthly Unique Audience,
September 2009. 28
A Leading Provider of Content Online
• A “Top 10” online property with 82 million monthly unique visitors
29
Growth Opportunities for the Combination
Content Distribution Content
Benefits Benefits Benefits
Content Content Distribution
• Cross
Cross-promotion
promotion between • Help
p launch and grow
g • Strengthen Video On
channels and NBC cable channels Demand and On Demand
Online offerings
• Programming from NBC, • Use new technologies
Universal Studios and such as Video On Demand, • Accelerate interactive
Television Studio for electronic sell
sell-through
through and television applications and
channels On Demand Online advanced advertising
• Gain scale for advertising, • Protect copyrights, fight • Offer tent-pole events and
digital and cost structure piracy, create new use libraries to create new
distribution models,
models etc.
etc products
30
Shareholder Value Creation
M t All Our
Meets O Acquisition
A i iti d Investment
and I t t Criteria
C it i and
d
Maximizes Long-Term Shareholder Value
31
Appendix
Important Transaction Points
• During the six month period starting on the 3½ year anniversary of closing (1st redemption right), GE can
elect to cause the new joint venture to redeem 50% of its interest
elect to cause the new joint venture to redeem 50% of its interest.
• If the 1st GE redemption right is exercised, Comcast can elect to simultaneously buy the remainder of GE’s
Comcast interest1.
Purchase • If GE’s 1st redemption right is not exercised during the six month period starting on the 5th anniversary of
closing, Comcast can elect to acquire 50% of GE’s interest.
Rights
• interest on the 8th anniversary of closing
Comcast can elect to acquire the remainder of GE’ss interest on the 8
Comcast can elect to acquire the remainder of GE anniversary of closing1.
• After approximately the 3½ year anniversary of closing, GE can engage in public and private sales (including
causing an IPO), subject to Comcast’s right of first offer or similar purchase rights and certain other
li it ti
limitations.
• After approximately the 4th anniversary of closing, Comcast has the right to sell its entire stake, subject to
Transfer tag‐along / drag‐along rights.
Rights • After the 4th anniversary of closing, Comcast is permitted to sell a portion of its stake as long as it
maintains control and is the largest shareholder in the new joint venture.
• Comcast can cause an IPO to occur after the closing of the 1st GE redemption right, if exercised, or after the
4th anniversary of the deal closing if not exercised.
(1) GE may retain a preferred interest in certain circumstances.
33
Illustrative Redemption Calculation
• Valuation based on 20% premium to market‐
Public Equity Value
Public Equity Value based multiples at the time of redemption
• Excess value over initial equity value is split
20% Equity Premium
50%‐50% between Comcast and GE
Adjusted Equity Value • Redemption value of GE stake expected to be
funded primarily through free cash flow and
leverage capacity at the new joint venture
Initial Equity Value of
Initial Equity Value of
$28.2 Billion
• If any borrowings by the joint venture to fund
Excess Value GE’s redemptions would result in the venture’s
leverage ratio exceeding 2.75x or the venture
losing investment grade status Comcast will
losing investment grade status, Comcast will
provide a backstop to a maximum amount of
50% Equity Investment Split $5.75 billion
34
Reconciliation of Non-GAAP Financial
Measures to GAAP
Comcast1 New JV PF
Ex-Programming
Comcast
35