comcast nbcu call 12.03.09
TRANSCRIPT
Creating A Premier Media and Entertainment Companyg p yC
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December 3, 2009
Safe HarborCaution Concerning Forward-Looking Statements
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In somecases you can identify those so called “forward looking statements” by words such as “may ” “will ” “should ” “expects ” “plans ” “anticipates ”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. We wish to takeadvantage of the “safe harbor” provided for by the Private Securities Litigation Reform Act of 1995 and we caution you that actual events orresults 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 statementsinclude: (1) our proposed joint venture with General Electric is subject to regulatory and other conditions, and we cannot provide assurances( ) p p j j g y , pthat we will be able to consummate the transaction, that conditions imposed by regulators might not impact our results, or that the jointventure will be able to succeed in the highly competitive media industry and generate acceptable financial returns and cash flows (2) changesin the competitive environment, (3) changes in business and economic conditions, (4) changes in our programming costs, (5) changes in lawsand regulations, (6) changes in technology, (7) adverse decisions in litigation matters, (8) risks associated with acquisitions and otherstrategic transactions, (9) changes in assumptions underlying our critical accounting policies, and (10) other risks described from time to timein 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.
Non-GAAP Financial MeasuresOur presentation may also contain non-GAAP financial measures, as defined in Regulation G, adopted by the SEC. We provide areconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure in this presentation andreconciliation of these non GAAP financial measures to the most directly comparable GAAP financial measure in this presentation, anddescriptions of these non-GAAP financial measures can be found in our Form 8-K (Quarterly Earnings Release), which is located on theSEC’s website at www.sec.gov.
Other ConsiderationsFinancial numbers in this presentation are based, in part, on information provided to us by GE. These numbers are preliminary and, amongother things, do not include all purchase accounting adjustments. Throughout this presentation we provide estimated revenue and OperatingCash Flow (OCF) dollar amounts and pro forma mix percentages. OCF figures exclude OCF from non-consolidated affiliates. Estimatedrevenue and OCF mix percentages are before corporate overhead, inter-company eliminations and certain other amounts and do not includeall purchase accounting adjustments required by GAAP. Financial numbers in this presentation are for illustrative purposes only and do notrepresent guidance.
2
The description of the transaction included in this presentation is qualified in its entirety by, and is subject to, the terms of the definitivedocumentation to be filed with the Securities and Exchange Commission on a Form 8-K.
Creating A Premier Media and Entertainment Companyg p yC
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Compelling Strategic OpportunityPositions Comcast for continued innovation and growth
• Brings together outstanding content creation and distribution capabilities
Positions Comcast for continued innovation and growth
• Comcast creates Comcast Entertainment Group to hold its 51% interest in a leading media and entertainment company
C bi NBCU hi h lit di ifi d di ith C t– Combines NBCU, a high quality diversified media company, with Comcast programming assets, increasing our scale and capabilities
– Cable channels represent 82% of the new joint venture’s OCF and drive its profitability
• Builds on multi-platform reach to expand entertainment options for consumers and growth opportunities for Comcast
– Accelerates innovation and new models for content delivery and distributiony
• Combines experienced management teams with proven track records of integrating, operating and growing cable and content assets
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Builds Shareholder Value
• Attractive transaction structure– Maintains our balance sheet strength while providing 51% ownership and control of
extensive content businessesextensive content businesses– Unique structure provides performance incentives and significant value creation opportunity
Under the redemption mechanism, Comcast shares in an additional 50% of the value creation above the initial equity value
• Strong financial returns even assuming minimal synergies– Structure provides meaningful tax benefits to Comcast and reduces net cash investment– Any potential synergies further enhance returns
• Clear future capital allocation strategy– The new joint venture represents a vehicle to invest in cable channels, a fast-growing part
of our business and one of the most compelling areas in mediaComcast retains flexibility to invest in cable and broadband distribution and its commitment– Comcast retains flexibility to invest in cable and broadband distribution and its commitment to return capital to shareholders Increasing Comcast’s planned annual dividend 40% to $0.378 per share, with first
payment effective January 2010 Repurchasing $3.6 billion of Comcast stock over the next 36 months
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Michael J. AngelakisMichael J. Angelakis
Transaction SummaryComcast and GE are forming a content joint venture initially owned 51% by Comcast and 49% by GE51% by Comcast and 49% by GE
Transaction Steps Transaction Structure
• NBC Universal will borrow $9.1 billion from third party lenders and distribute the proceeds to GE
– Fully committed debt financing with expected BBB+/Baa2 rating
• GE will contribute its interest in NBC Universal to the
Cash~$6.5Bn
Cash$9.1Bn
• GE will contribute its interest in NBC Universal to the new joint venture, valued at $30Bn, subject to $9.1 billion of debt
• Comcast will contribute its cable channels, regional sports networks and two Internet assets (Fandango
Comcast Content Assets
Valued at $7.25Bn
NBCU Assets Valued at $30Bn
sports networks and two Internet assets (Fandango and Daily Candy), together valued at $7.25 billion
• Subject to certain adjustments, Comcast will pay GE approximately $6.5 billion in cash to achieve 51% controlling interest
New Joint VentureComcast: 51% GE: 49%
Value of NBC Universal $30 0($ in Billions)
g
• Structure provides meaningful tax benefits to Comcast
• Regulatory approval and closing expected in 9 to12 months
Value of NBC Universal $30.0Debt ($9.1)NBC Universal Equity Value $20.9Value of Comcast Content $7.3Initial Equity Value* $28.2
• GE to purchase Vivendi’s interest in NBC Universal
6* Subject to adjustment based on the amount of cash, if any, in the venture at closing.
Transaction SummaryMeets our strategic and financial objectives and creates a defined path
• The new joint venture will be conservatively capitalized with initial Debt/OCF of less than 3.0xExpect investment grade rating by Moody’s and S&P
g j pto achieve 100% control1
– Expect investment grade rating by Moody’s and S&P– Business has high FCF conversion that will drive substantial de-levering
• The new joint venture is expected to self-finance future equity redemptions by GE– Strong projected FCF and debt capacity fund the redemption of remaining 49% interest over 7 years– Beginning shortly after closing, the new joint venture is expected to maintain maximum leverage of 2.75x and remain
investment grade
• 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’s obligation to fund GE redemptions is capped at $5.75 billion
– If any borrowings by the venture to fund GE’s redemptions would result in the venture’s leverage ratio exceeding 2.75x or the venture losing investment grade status, Comcast will provide a backstop to a maximum amount of $5.75 billion
• 1st redemption right for GE at year 3 5 of 50% of its ownership: maximum backstop of $2 875 billion• 1st redemption right for GE at year 3.5 of 50% of its ownership: maximum backstop of $2.875 billion• 2nd redemption right for GE at year 7 of remaining ownership: $2.875 billion backstop plus any unused amount from
1st redemption to a maximum of $5.75 billion
• 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
7Refer to Appendix for detailed description
(1) GE may retain a preferred interest in the venture in certain circumstances.
Transaction SummaryTransaction structure and returns meets our financial objectives
• Immediately accretive to:Free Cash Flow
Transaction structure and returns meets our financial objectives
– Free Cash Flow– Free Cash Flow per share– Earnings per share
• Unique structure has market price-based self-correction and attractiveUnique structure has market price based self correction and attractive performance incentive
– Under the redemption mechanism, Comcast shares in 50% of the value creation above the initial equity value of $28.2 billion
• Expected double-digit IRRs substantially exceed our WACC and generate meaningful shareholder value, even assuming:
– Minimal cost benefits (<$50 million) and no incremental revenue benefits– “Business as usual” performance from Comcast and NBC Universal assets– Multiple upside and downside scenarios
• Balanced approach of investing in strategic opportunities and future growth, hil i t i i fi i l t th d t i it l t h h ldwhile maintaining financial strength and returning capital to shareholders
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C t1
Maintains Balance Sheet Strength and Investment Grade RatingIllustrative 2010 estimated pro forma financial metrics
R 2 $35 2 $18 2 $52 1
Comcast1Ex-Programming New JV PF Comcast PF Comcast Mix %
Revenue
Parks2010 Estimate:
($Bn)
Revenue2 $35.2 $18.2 $52.1
OCF $13.6 $3.0 $16.5
Cap Ex $4.8 $0.4 $5.2
Interest3 $2 4 $0 6 $3 0
Parks1%
Broadcast11%
Cable Channels14%
Cable Distribution65%Interest $2.4 $0.6 $3.0
FCF3 $4.3 $1.4 $5.7
Total Debt4 $33.4 $9.1 $42.5OCF
65%
Total Debt $33.4 $9.1 $42.5
Debt / OCF 2.5x 3.0x 2.6x
Note: 2010 figures are for illustrative purposes only and do not represent guidance.
Cable Channels17%
Cable Distribution
Figures are preliminary and do not include all GAAP purchase accounting adjustments(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.
80%
Cable and Cable Channels are 97% of OCF and Drive Profitability and FCF Growth
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Maintains Commitment to Return Capital to Shareholders
C t1Comcast1Ex-Programming
ParksStrong FCF Generation
New Joint Venture
Strong FCF + Debt Capacity
Films8%
Broadcast14%
1%
E t d t F d 100%I d R t f C it l t
• Free cash flow is retained to fund any GE redemption of its remaining 49% interest2
Expected to Fund 100% Ownership
Increased Return of Capital to Shareholders
• Increasing Comcast’s planned annual dividend 40% to $0.378 per share, with first payment redemption of its remaining 49% interest
• Debt capacity based on maximum leverage of 2.75x and maintaining investment grade rating
• Comcast’s funding obligation is capped at
$ p , p yeffective January 2010
– Expect to further grow the dividend in line with growth in the business
• Intend to complete share repurchase plan to Comcast s funding obligation is capped at $5.75 billion over 7 year period
• Meaningful tax benefits to Comcast
buy back $3.6 billion of Comcast stock over next 36 months
• Dividend and share repurchase payout ratio in excess of 50% of LTM Free Cash Flow
Continue to Build Long-Term Shareholder Value
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(1) Comcast includes Cable and Corp & Other and excludes contributed assets (Programming assets, RSNs, Fandango and Daily Candy).(2) GE may retain a preferred interest in the venture in certain circumstances.
Balanced and Disciplined Financial Strategy
Comcast’s Capital Allocation Principles Remain in Place• Invest in the business to support profitable growth and generate attractive returns
• Disciplined acquisition and investment strategy
• Maintain the strength of our balance sheet and investment grade profile
• Return capital directly to shareholders
Committed to Build Shareholder Value
• This transaction has a strong financial profile
– Immediately accretive with strong returns
– Maintains balance sheet strength and investment grade profileg g p
– Maintains capacity to accelerate return of capital to shareholders
Meets our Strategic and Financial Objectives
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Meets our Strategic and Financial Objectives
Brian L. RobertsBrian L. Roberts
• Highly profitable collection of leading cable channels
• Strong position with ratings growth across the portfolio
Cable Channels
Broadcast38%
2009E OCF
Cable Channels Strong position with ratings growth across the portfolio
• Expansion potential through domestic and international distribution
• Opportunities to deliver and monetize content across platforms
Cable Channels
31%Broadcast10%
Channels78%
FilmBroadcast Theme Parks
Cable Channels Drive NBCU
• NBC: a global brand with an iconic legacy (News, Sports, Primetime)
• Telemundo: extensive presence in the high-growth Hispanic market
• Major studio with valuable franchises
• Strong content library: 4,000+ movie titles
FilmBroadcast• 1 of 2 international
theme park brands
• Attractive, profitable business
Theme Parks
Profitabilityg g p
• TV stations with strong local presence
• A growing library of 3,000+ titles
,
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• NBC: a global brand with an iconic legacy (News, Sports, Primetime)
• Telemundo: extensive presence in the high-growth Hispanic market
Broadcast2009E Revenue
Telemundo: extensive presence in the high growth Hispanic market
• TV stations: strong local presence with deep ad sales relationships
• TV production studio supplies owned and 3rd party networks with a growing library of 3,000+ titles
Broadcast38%
Cable Channels
31%
2009E OCF
31%
Broadcast network reaches 100% of US households
TV production studio + library:
3,000+ titles
#2 Spanish content producer
globallyBroadcast
10%Cable
Channels
NBC’s 10 O+Os cover 27% of US
TV HH
globally
16 O+O’s78%
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Complex business…more opportunity than downside
A Global and Iconic Brand
• Today Show #1 for 15 straight years
• Tonight Show …5 hosts, 5 decades of leadership• Late Night …3 hosts, 3 decades of leadership• Saturday Night Live …a cultural institution for 35 years
Entertainment
• Today Show #1 for 15 straight years• Nightly News #1 for 13 straight years• 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
News
Delivers mass-market audience with 100% reach of US TV HH
Sports
Delivers mass-market audience with 100% reach of US TV HH
Reach of 1 network spot on … Same reach across 9 spots on …
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• One of six major Hollywood studios
M i h t t i d d l b l l
Film2009E Revenue
Cable Channels
• Movies have strong, sustained and global appeal
• Extensive library includes 4,000+ movie titles
• Significant international distribution capability
Opportunities to develop new distribution and promotion strategies
Broadcast38%
Cable Channels
31%Broadcast
38%
31%
• Opportunities to develop new distribution and promotion strategies31%
2009E OCF
38%
• 4,000+ film library with classic titles
• Broad appeal for global audience• Strong franchises
Bourne Fast and FuriousB d t
Cable Channels
78% Fast and FuriousMeet the Parents
Broadcast10%
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• One of two major international theme park brands
St bl i d t l di i
Theme Parks2009E Revenue
Broadcast• Stable, industry-leading margins
• International growth opportunity with zero-capital / management fee model
38%
Cable Channels
Parks 3%
(1) (2) (3)
• Strong Brands Jurassic Park
2009E OCF
31%
Jurassic ParkMen in BlackShrek
• Innovative New AttractionsHarry Potter
Broadcast10%
Cable Channels
78% Harry Potter The Simpsons The Mummy
78%
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(1) NBCU owns 100% of Universal Studios Hollywood.(2) 50/50 JV with Blackstone formed in September 2008.(3) NBCU receives licensing/management fees for Universal Studios Japan.
Cable Channels Deliver Majority of Value
• One of the most valuable businesses in the media sector
• Attractive growth with resilient business model given dualAttractive growth with resilient business model given dual revenue streams:
– Affiliate fees from cable, satellite and telco providers have been growing on 12% 1average 12% per year1
– Advertising sales have increased on average 7% per year1 due to increased ratings and attractive audience delivery
• Much of their own content is produced internally, adding to cost stability and ratings growth
• NBCU owns 5 cable channels that each generate in excess of $200 million in annual OCF
18(1) Source: 2004-2009 per Kagan Research.
A Valuable Portfolio of Profitable Cable ChannelsOutstanding growth and profitability with industry-leading margins
2004-2009 CAGR: +16.2%
$1 953$2,190
NBCU Cable Channels Operating Cash Flow ($MM)
$1 103$1,280
$1,560
$1,953
$1,035 $1,103
2004 2007 2008 2009E20062005
51% margin48% margin48% margin44% margin44% margin44% margin 51% margin48% margin48% margin44% margin44% margin44% margin
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A Valuable Portfolio of Profitable Cable ChannelsNBCU’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
• #1 business news channel since 1989• Global brand reaching 340MM HH around the world
• Top #10 in ratings A25-54 and A18-49 year-to-date• Hit original series: Warehouse 13, Eureka, Ghost Hunters• 23 international channels in 2010
• #2 cable news channel (primetime ratings A25-54), regularly beating CNN• Successful The Place for Politics positioning
• Ratings doubled over the last 4 years• #2 fastest growing top 20 cable entertainment network A18-49 over the past 2 years• Successful positioning as the “pop culture innovator”
Successful The Place for Politics positioning
• Dramatic improvement since acquisition• Top 25 in ratings for women 18-49
• Launched in 2008 to create premium highly targeted original programming• Launched in 2008 to create premium, highly targeted original programming• First successes: Royal Pains, Psych
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Combines Experienced Management Teams and Creative Talent
TV EntertainmentJeff Gaspin
Comcast ProgrammingJeff Shell
Comcast Entertainment
Comcast Sports GroupJon Litner
SproutSports + Olympics Universal Studios
MSNBCPhil Griffin
NBCUJeff Zucker
Universal PicturesAdam Fogelson
Comcast EntertainmentTed Harbert
StyleSalaam Coleman‐Smith
SproutSandy Wax
Sports + OlympicsDick Ebersol
NBC News/MSNBCSteve Capus
Universal StudiosRon Meyer
Jeff Zucker
NBCU Cable Entertainment and Universal Cable Productions
Universal PicturesDonna Langley
Adam Fogelson
Golf ChannelPage Thomson
Steve Capus
Productions Bonnie Hammer
G4Neal Tiles
NBCU Women and Lifestyle Entertainment
Universal Pictures + Universal Studios
VersusJamie Davis
Universal Parks and ResortsTom Williams
NetworksLauren Zalaznick
CNBCMark Hoffman
Rick Finkelstein
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Stephen B. BurkeStephen B. Burke
Business Opportunities
• Valuable portfolio of profitable cable channels
– Achieves scale for Comcast’s cable channels, providing opportunity forAchieves scale for Comcast s cable channels, providing opportunity for margin expansion
– Combination of established and emerging cable channels plus broadcast network provides opportunity for growthnetwork provides opportunity for growth
• Valuable platform to reach key demographics
– Entertainment, women, sports and news
• Combination of content and distribution creates consumer choice d d i land drives value
• Unrivalled asset mix, defined strategy and attractive transaction structure lead to shareholder value creation
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structure lead to shareholder value creation
Cable Channels…The Foundation for an Attractive Asset Mix
New Joint Venture
2009E Revenue
NBCU
2009E Revenue
Cable Channels
31%
Broadcast38%
Film28%
Broadcast33%
Film25%
Cable Channels31%
Parks3%
Cable Channels40%
Parks3%
2009E OCF Parks 5%2009E OCF
Broadcast10%
Cable Channels78%
Parks6%
Film6%
Broadcast8%
Cable Channels82%
Parks5%
Film5%
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5%
Cable Channels Drive Growth
Cable Channels Operating Cash Flow ($MM)
2004-2009 CAGR: +14.9%
$2,762
Cable Channels Operating Cash Flow ($MM)
$2,491
$1,953 $2,190NBCUComcast
$2,000$1,657
2004-09$1,381 $1,524
(1)
$346 $420 $377 $440 $538 $572
$1,035 $1,103 $1,280$1,560
$ , 2004-09 CAGR: +16.2%
2004-09 $346 $420 $377 $440 $538 $572
2006 2007 2008 2009E
CAGR: +10.6%
20052004
(1) Operating cash flow of consolidated Comcast cable channels excludes SNY, PBS Kids Sprout, TVOne, FEARNet.
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A Valuable Portfolio of Profitable Cable ChannelsSubscribers by Network(1)
NBCU Comcast
Growth Opportunities:
• Cross promote and strengthen emerging channels96
979799
channels
• Strong platforms for advertisers
• Expand domestic and international 82929396
pdistribution
• Increase exposure to new platforms6466
7582
3435
6464
Minority Interests40%
223032
y
33% ~16%~33%
8%
16
(1) November 2009 Nielsen Households in MM except Universal, FearNet, Sleuth, and Sprout which are 2009E subscribers in millions.
25%
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A Valuable Portfolio of Profitable Cable Channels
(1)
2009E
CompanyOCF ($Bn)
Cable Channels % of Total OCF
(2) $3.8 50%
$3.2 94%
(3)
$3.2 94%
New NBCU Joint Venture $2.8 82%
(4)
(5)
$2.8 39%
$1.9 38%
(1) Total OCF excludes corporate overhead.(2) Disney excludes Equity in Affiliates. 2009 data reflects the fiscal year ending September 30, 2009.(3) The new joint venture’s estimated OCF excludes Equity in Affiliates and non-recurring items. Cable channels as a percentage of the total new joint venture’s OCF.(4) Time Warner excludes HBO financial information based on Kagan Research.
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(5) News Corp 2009 data reflects the fiscal year ending June 30, 2009.
Source: Company Filings, Wall Street Research
Establishes Strong Platforms
…a large audience across cable and broadcastEntertainment 1
…reaches the most women – on cable TV and online sitesWomen
…reaches across national broadcast, cable and regional sportsSports
News
E t i h i f d ti d
Local News
Extensive choices for advertisers and consumers
28(1) For TV: Nielsen Unduplicated Cume Audience (Women 18-49), September 2009. For online: Nielsen NetView Monthly Unique Audience,
September 2009.
A Leading Provider of Content Online
• A “Top 10” online property with 82 million monthly unique visitors
• A leading supplier of professionally produced online content:
#3 News #3 Entertainment#1 Women/Lifestyle #7 Sports
A leading supplier of professionally produced online content:
Eonline.comFancast.comFandango.com
MSNBC.comCNBC.com
Todayshow.comiVillage.comStyle.com
NBC SportsComcastsportsnetVersus.comg
AccesshollywoodHuluFancast
25%
Popsugar.comOxygen.comBravo.comDailyCandy.comExercise TV
Golfnow.com
Source: MediaMetrix, October 2009 (Unduplicated Audience). Note: Rankings are based on companies that focus primarily on the production and distribution of professional content online and exclude portals and ad networks that primarily g p p y p p p p y
aggregate content and audiences from 3rd parties. Comcast’s new joint venture includes weather.com (25% ownership), but excludes msnbc.com (50% ownership) and Hulu(27% ownership). Comcast.net and Fancast are excluded, as they are not being contributed to the joint venture.
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Content Distribution Content
Growth Opportunities for the Combination
• Strengthen Video On• Help launch and grow • Cross-promotion between
Content Benefits Content
Distribution Benefits Content
Content Benefits
DistributionStrengthen Video On Demand and On Demand Online offerings
• Accelerate interactive television applications and
p gcable channels
• Use new technologies such as Video On Demand, electronic sell-through and
Cross promotion between channels and NBC
• Programming from NBC, Universal Studios and Television Studio for television applications and
advanced advertising
• Offer tent-pole events and use libraries to create new products
electronic sell through and On Demand Online
• Protect copyrights, fight piracy, create new distribution models etc
Television Studio for channels
• Gain scale for advertising, digital and cost structure
productsdistribution models, etc.
Builds Shareholder Value
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Builds Shareholder Value
Shareholder Value CreationM t All O A i iti d I t t C it i dMeets All Our Acquisition and Investment Criteria and
Maximizes Long-Term Shareholder Value
• Compelling strategic rationale– Extends the size and capabilities of cable, content and Internet businesses– Pro forma asset mix positions the company to continue to innovate and grow
• Significant capacity to execute ― Combines strong and experienced management teams with proven track record of
i t ti ti d i bl d t t tintegrating, operating and growing cable and content assets
• Strong financial returns and financial profile― Immediately accretive with strong returnsImmediately accretive with strong returns― Maintains balance sheet strength and investment grade profile― Maintains capacity to accelerate return of capital to shareholders
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AppendixAppendix
• 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
Important Transaction Pointselect to cause the new joint venture to redeem 50% of its interest.
• During the six month period starting on the 7th anniversary of closing (2nd redemption right), GE can elect to cause the new joint venture to redeem GE’s remaining interest1.
• The new joint venture’s redemption of GE’s equity interest is supported by the new joint venture’s strong FCF generation and debt capacity.
GERedemption
Rights• If any borrowings by the joint venture to fund GE’s redemptions would result in the venture’s leverage ratio
exceeding 2.75x or the venture losing investment grade status, Comcast will provide a backstop to a maximum amount of $5.75 billion: up to $2.875 billion for 1st redemption right, and up to an additional $2.875 billion (plus any unused amount from 1st redemption) for the 2nd redemption right.
ComcastPurchaseRights
• If the 1st GE redemption right is exercised, Comcast can elect to simultaneously buy the remainder of GE’s interest1.
• 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.
• Comcast can elect to acquire the remainder of GE’s interest on the 8th anniversary of closing1• Comcast can elect to acquire the remainder of GE s interest on the 8th 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
Transfer Rights
limitations.
• After approximately the 4th anniversary of closing, Comcast has the right to sell its entire stake, subject to tag‐along / drag‐along 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.
33(1) GE may retain a preferred interest in certain circumstances.
• Valuation based on 20% premium to market‐
Illustrative Redemption CalculationPublic Equity Value based multiples at the time of redemption
• Excess value over initial equity value is split 50%‐50% between Comcast and GE
Public Equity Value
20% Equity Premium
• Redemption value of GE stake expected to be funded primarily through free cash flow and leverage capacity at the new joint venture
Adjusted Equity Value
Initial Equity Value of
• If any borrowings by the joint venture to fund GE’s redemptions would result in the venture’s leverage ratio exceeding 2.75x or the venture losing investment grade status Comcast will
Initial Equity Value of $28.2 Billion
Excess Value
losing investment grade status, Comcast will provide a backstop to a maximum amount of $5.75 billion
– 1st redemption right at year 3.5: maximum
50% Equity Investment Split
Shared Portion of Excess Valuebackstop of $2.875 billion
– 2nd redemption right at year 7: maximum backstop of $2.875 billion plus any unused backstop from 1st redemption
– Maximum total redemption funding of $5 75
Adjusted Equity Value
Shared Portion of Excess Value
Equity Value for Redemption
Maximum total redemption funding of $5.75 billion
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Reconciliation of Non-GAAP Financial Measures to GAAP
C O $ $ $
Comcast1Ex-Programming New JV PF
Comcast
Estimated Net Cash Provided by Operating Activities $9.2 $2.0 $11.2
Less:
Estimated Capital Expenditures and Cash Paid for Intangible Assets $(5.4) $(0.4) $(5.8)g
Estimated Adjustments for Payment of Tax on Non-operating Items and Other Distributions $0.1 $(0.2) $(0.1)
Adjustment to Exclude the Estimated Impact of the Economic Stimulus Packages $0.4 $0.0 $0.4the Economic Stimulus Packages
Estimated Free Cash Flow $4.3 $1.4 $5.7
1) Comcast includes Cable Corporate & Other (CIM and Spectacor) and excludes contributed assets (Programming entities Regional SportsNets Fandango and Daily Candy)1) Comcast includes Cable, Corporate & Other (CIM and Spectacor) and excludes contributed assets (Programming entities, Regional SportsNets, Fandango and Daily Candy).
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