| Issuer: | Comcast Corporation (the “Company”) | |
| Guarantors: | Comcast Cable Communications, LLC Comcast Cable Communications Holdings, Inc. Comcast Cable Holdings, LLC Comcast MO Group, Inc. Comcast MO of Delaware, LLC | |
| Issue of Securities: | 5.875% Notes due 2018 6.45% Notes due 2037 | |
| Denomination: | $1,000 and multiples thereof | |
| Use of Proceeds: | The Company intends to use the proceeds from this offering, after deducting fees and expenses related to this offering, for working capital and general corporate purposes, including for the repayment of commercial paper obligations; provided however, it may use a portion of the proceeds to purchase the remaining 39.5% interest in E! Entertainment Television that it does not currently own should such an acquisition be consummated. As of September 30, 2006, 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 7.16% and an average maturity date in 2020. | |
| 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 | |
| Expected Ratings: | Moody’s: Baa2; S&P: BBB+; Fitch: BBB+ | |
| Joint Book-Running Managers: | Banc of America Securities LLC J.P. Morgan Securities Inc. Wachovia Capital Markets, LLC | |
| Co-Managers: | ABN AMRO Incorporated Barclays Capital Inc. BNP Paribas Securities Corp. Citigroup Global Markets Inc. Daiwa Securities America Inc. Deutsche Bank Securities Inc. Goldman, Sachs & Co. Lazard Capital Markets LLC Lehman Brothers Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated The Royal Bank of Scotland plc UBS Securities LLC BNY Capital Markets, Inc. SunTrust Capital Markets, LLC | |
| Junior Co-Managers: | Guzman & Company Samuel A. Ramirez & Co., Inc. The Williams Capital Group, L.P. Blaylock & Company Inc. Cabrera Capital Markets, Inc. Loop Capital Markets, LLC M.R. Beal & Company Muriel Siebert & Co., Inc. | |
| Trade Date: | November 14, 2006 | |
| Settlement Date: | November 17, 2006 (T+3) |
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| 5.875% Notes Due 2018 | ||
| Aggregate Principal: Amount: | $900,000,000 | |
| Amount: | ||
| Maturity: | February 15, 2018 | |
| Interest Rate: | 5.875% per annum, accruing from November 17, 2006 (calculated on the basis of a 360-day year consisting of twelve 30-day months) | |
| Interest Payment Dates: | February 15 and August 15 commencing February 15, 2007 | |
| Pricing Benchmark: | T 4.625% due November 15, 2016 | |
| UST Spot (Yield): | 100-13 (4.574%) | |
| Spread to Benchmark: | +132 bps | |
| Yield to Maturity: | 5.894% | |
| Makewhole Redemption: | The 5.875% Notes due 2018 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 5.875% Notes due 2018 may be issued. The 5.875% Notes due 2018 and any additional 5.875% Notes due 2018 that may be issued will be treated as a single series for all purposes under the indenture. | |
| CUSIP Number: | 20030N AR 2 |
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| Public Offering Price: | 99.856% plus accrued interest, if any, from November 17, 2006 | |
| Gross Spread: | 0.45% | |
| Net proceeds to Comcast, before expenses: | 99.406% per $1,000 principal amount of Notes due 2018; $894,654,000 total | |
| 6.45% Notes Due 2037 | ||
| Aggregate Principal: Amount: | $600,000,000 | |
| Maturity: | March 15, 2037 | |
| Interest Rate: | 6.45% per annum, accruing from November 17, 2006 (calculated on the basis of a 360-day year consisting of twelve 30-day months) | |
| Interest Payment Dates: | March 15 and September 15 commencing March 15, 2007 | |
| Pricing Benchmark: | T 4.50% due February 15, 2036 | |
| UST Spot (Yield): | 97-11 (4.667%) | |
| Spread to Benchmark: | +159 bps | |
| Yield to Maturity: | 6.257% | |
| 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 |
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| redemption. | ||
| Additional Issuances: | An unlimited amount of additional 6.45% Notes due 2037 may be issued. The $1,250,000,000 aggregate principal amount of 6.45% Notes due 2037 already outstanding, the 6.45% Notes due 2037 offered hereby 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. | |
| CUSIP Number: | 20030N AM 3 | |
| Public Offering Price: | 102.597% plus accrued interest from September 16, 2006 | |
| Gross Spread: | 0.875% | |
| Net proceeds to Comcast, before expenses: | 101.722% per $1,000 principal amount of Notes due 2037; $610,332,000 total |
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