investor presentation comcast-nbcu

8/14/2019 Investor Presentation Comcast-NBCU

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Creatin A Premier Media and Entertainment Com an

able

annels

dcast

Ch

Broa

tal

Digi

.com

ilm

ParksF

December 3, 2009


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Creatin A Premier Media and Entertainment Com an

able

annels

dcast

Ch

Broa

tal

Digi

.com

ilm

ParksF

3


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Compelling Strategic Opportunity

Brings together outstanding content creation and distribution capabilities

Comcast creates Comcast Entertainment Group to hold its 51% interest ina leading media and entertainment company

Combines NBCU, a high quality diversified media company, with Comcastprogramming assets, increasing our scale and capabilities

Cable channels represent 82% of the new joint ventures OCF and drive its profitability

Builds on multi-platform reach to expand entertainment options forconsumers and growth opportunities for Comcast

Accelerates innovation and new models for content deliver and distribution

Combines experienced management teams with proven track records ofintegrating, 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 ofextensive 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 partof our business and one of the most compelling areas in media

to return capital to shareholders

Increasing Comcasts planned annual dividend 40% to $0.378 per share, with firstpayment effective January 2010

Repurchasing $3.6 billion of Comcast stock over the next 36 months

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Transaction SummaryComcast and GE are forming a content joint venture initially owned

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 ratingCash

~$6.5Bn

Cash$9.1Bn

new joint venture, valued at $30Bn, subject to $9.1billion of debt

Comcast will contribute its cable channels, regional

ComcastContent Assets

Valued at$7.25Bn

NBCU AssetsValued at $30Bn

and Daily Candy), together valued at $7.25 billion

Subject to certain adjustments, Comcast will pay GEapproximately $6.5 billion in cash to achieve 51%controllin interest

NewJointVentureComcast:51% GE:49%

($ in Billions)

Structure provides meaningful tax benefits to Comcast

Regulatory approval and closing expected in 9 to12months

.

Debt ($9.1)NBC Universal Equity Value $20.9Value of Comcast Content $7.3Initial Equity Value* $28.2

GE to purchase Vivendis interest in NBC Universal

6* Subject to adjustment based on the amount of cash, if any, in the venture at closing.


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Transaction Summary

Meets our strate ic and financial ob ectives and creates a defined ath

The new joint venture will be conservatively capitalized with initial Debt/OCF of less than 3.0x

to achieve 100% control1

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 remaininvestment grade

Redemption price is based on the fully-distributed public market value at time of redemption,subject to certain adjustments tied to the ventures value.

Comcasts obligation to fund GE redemptions is capped at $5.75 billion

If any borrowings by the venture to fund GEs redemptions would result in the ventures leverage ratio exceeding 2.75x orthe venture losing investment grade status, Comcast will provide a backstop to a maximum amount of $5.75 billion

. .

2nd redemption right for GE at year 7 of remaining ownership: $2.875 billion backstop plus any unused amount from1st 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 fordetailed description

(1) GE may retain a preferred interest in the venture in certain circumstances.


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Transaction Summary

Immediately accretive to:

Free Cash Flow per share Earnings per share

- -performance incentive

Under the redemption mechanism, Comcast shares in 50% of the value creation above theinitial equity value of $28.2 billion

Expected double-digit IRRs substantially exceed our WACC and generatemeaningful shareholder value, even assuming:

Minimal cost benefits (


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Maintains Balance Sheet Strength and Investment Grade RatingIllustrative 2010 estimated pro forma financial metrics

omcasEx-Programming New JV PF Comcast PF Comcast Mix %

Revenue2010 Estimate:

($Bn)

evenue . . .

OCF $13.6 $3.0 $16.5

Cap Ex $4.8 $0.4 $5.23

1%Broadcast

11%

CableChannels

14%

CableDistribution

. . .

FCF3

$4.3 $1.4 $5.7

4OCF

Debt / OCF 2.5x 3.0x 2.6x

Note: 2010 figures are for illustrative purposes only and do not represent guidance.

CableChannels

17%

CableDistribution

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

omcast1Ex-Programming

Parks

Strong FCF Generation

New Joint Venture

Strong FCF + Debt Capacity

Films8%

Broadcast

14%

1%

Free cash flow is retained to fund any GEredem tion of its remainin 49% interest2

Expected to Fund 100%Ownership

Increased Return of Capital toShareholders

Increasing Comcasts planned annual dividend40% to $0.378 er share with first a ment

Debt capacity based on maximum leverageof 2.75x and maintaining investment graderating

Comcasts fundin obli ation is ca ed at

effective January 2010

Expect to further grow the dividend in line withgrowth in the business

Intend to complete share repurchase plan to

$5.75 billion over 7 year period Meaningful tax benefits to Comcast

buy back $3.6 billion of Comcast stock overnext 36 months

Dividend and share repurchase payout ratio inexcess 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.


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Balanced and Disciplined Financial Strategy

Comcasts 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 stren th and investment rade rofile

Maintains capacity to accelerate return of capital to shareholders

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NBC: a global brand with an iconic legacy (News, Sports, Primetime)

-

Broadcast2009E Revenue

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

Broadcast

38%

Cable

Channels

2009E OCF

Broadcast networkreaches 100% ofUS households

TV productionstudio + library:

3,000+ titles

#2 Spanishcontent producer

loballBroadcast

10%Cable

Channels

NBCs 10 O+Oscover 27% of US

TV HH16 O+Os

78%

14

Complex businessmore opportunity than downside


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A Global and Iconic Brand

Tonight Show5 hosts, 5 decades of leadership Late Night3 hosts, 3 decades of leadership Saturday Night Live a cultural institution for 35 years

Entertainment

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

Sports

Reach of 1 network spot on Same reach across 9 spots on

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One of two major international theme park brands

Theme Parks2009E Revenue

Broadcast a e, n us ry- ea ng marg ns

International growth opportunity with zero-capital / management fee model

38%

Cable

Channels

Parks3%

(1) (2) (3)

Strong Brands2009E OCF

31%

Men in Black

Shrek

Innovative New AttractionsHarr Potter

Broadcast

10%Cable

Channels

The SimpsonsThe Mummy

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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.


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One of six major Hollywood studios

Film2009E Revenue

Cable

Channels ov es ave s rong, sus a ne an g o a appea

Extensive library includes 4,000+ movie titles

Significant international distribution capability

Broadcast

38%

Cable

ChannelsBroadcast

31%

2009E OCF

4,000+ film library

with classic titles

Broad appeal for global audience

Strong franchisesBourne

Cable

Channels

78%

Meet the Parents

roa cas

10%

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Cable Channels Deliver Majority of Value

One of the most valuable businesses in the media sector

revenue streams:

Affiliate fees from cable, satellite and telco providers have been growing onaverage per year

Advertising sales have increased on average 7% per year1 due toincreased ratings and attractive audience delivery

Much of their own content is produced internally, adding to coststability 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.


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A Valuable Portfolio of Profitable Cable Channels

Outstanding growth and profitability with industry-leading margins

2004-2009 CAGR: +16.2%

$2,190

NBCU Cable Channels Operating Cash Flow ($MM)

$1,280

$1,560

,

$1,035,

2004 2007 2008 2009E20062005

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A Valuable Portfolio of Profitable Cable ChannelsNBCUs 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 ositionin

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

Dramatic improvement since acquisition

Top 25 in ratings for women 18-49

,

First successes: Royal Pains, Psych

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Combines Experienced Management Teams and Creative Talent

TVEntertainment

JeffGaspin

ComcastProgramming

JeffShellComcastSportsGroup

JonLitner

MSNBC

PhilGriffin

NBCU UniversalPicturesAdam Fo elson

TedHarbert

Style

SalaamColemanSmith

SandyWax

DickEbersol

NBCNews/MSNBC

Steve Ca us

RonMeyer

e uc er

NBCUCableEntertainment

andUniversal

Cable

UniversalPictures

DonnaLangley

GolfChannel

PageThomson

ro uc ons

BonnieHammer

G4

NealTilesNBCUWomenand

LifestyleEntertainment

UniversalPictures

+UniversalStudios

Versus

JamieDavis

UniversalParksandResorts

TomWilliams

Networks

LaurenZalaznick

CNBC

MarkHoffman

RickFinkelstein

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Business Opportunities

Valuable portfolio of profitable cable channels

Achieves scale for Comcasts cable channels rovidin o ortunit for margin expansion

Combination of established and emerging cable channels plus broadcast

Valuable platform to reach key demographics

Entertainment, women, sports and news

Combination of content and distribution creates consumer choicean r ves va ue

Unrivalled asset mix, defined strategy and attractive transaction

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Cable ChannelsThe Foundation for an Attractive Asset Mix

New Joint Venture

2009ERevenue

NBCU

2009ERevenue

Cable

Channels

31%

Broadcast

38%

Film

28%

Broadcast

33%

Film

25%

CableChannels

31%

Parks

3%

CableChannels

40%Parks

3%

2009EOCFParks

5%2009EOCF

Broadcast

10%

CableChannels

78%

Parks

6%

Film

6%

Broadcast

8%

CableChannels

82%

Parks

Film

5%

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Cable Channels Drive Growth

2004-2009 CAGR: +14.9%

$2,762

$2,491

$1 953 $2,190

NBCU

Comcast

$2,000

$1,657

-$1,381$1,524

(1)

$1,035 $1,103$1,280

$1,560

CAGR:+16.2%

2004-09

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) NBCUComcast

Growth Opportunities:

Cross promote and strengthen emerging97

97

99

Strong platforms for advertisers

Ex and domestic and international92

93

distribution

Increase exposure to new platforms66

75

34

35

64

Minority Interests40%

22

30

32

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)

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 ventures estimated OCF excludes Equity in Affiliates and non-recurring items. Cable channels as a percentage of the total new joint ventures OCF.(4) Time Warner excludes HBO financial information based on Kagan Research.

27

(5) News Corp 2009 data reflects the fiscal year ending June 30, 2009.

Source: Company Filings, Wall Street Research


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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

LocalNews

xtens ve c o ces or a vert sers an consumers

28

(1) For TV: Nielsen Unduplicated Cume Audience (Women 18-49), September 2009. For online: Nielsen NetView Monthly Unique Audience,September 2009.


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A Leading Provider of Content Online

A Top 10 online property with 82 million monthly unique visitors

A leadin su lier of rofessionall roduced online content:

#3 News #3 Entertainment#1 Women/Lifestyle #7 Sports

Eonline.com

Fancast.comFandango.com

MSNBC.com

CNBC.com

Todayshow.com

iVillage.com

Style.com

NBC Sports

ComcastsportsnetVersus.com

Accesshollywood

Hulu

Fancast

25%

Popsugar.com

Oxygen.com

Bravo.com

DailyCandy.com

Exercise 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

aggregate content and audiences from 3rd parties. Comcasts 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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GrowthOpportunitiesfortheCombination

Stren then Video On Hel launch and row Cross- romotion between

BenefitsContent

BenefitsContent

Benefits

Distribution

Demand and On Demand

Online offerings

Accelerate interactive

cable channels

Use new technologiessuch as Video On Demand,

-

channels and NBC

Programming from NBC,Universal Studios and

advanced advertising

Offer tent-pole events and

use libraries to create new

On Demand Online

Protect copyrights, fight

piracy, create new

channels

Gain scale for advertising,

digital and cost structure, .

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Shareholder Value Creation

eets ur cqu s t on an nvestment r ter a anMaximizes 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 ofn egra ng, opera ng an grow ng ca e an con en asse s

Strong financial returns and financial profile

Immediatel accretive with stron returns

Maintains balance sheet strength and investment grade profile

Maintains capacity to accelerate return of capital to shareholders

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Duringthesixmonthperiodstartingonthe3yearanniversaryofclosing(1st redemptionright),GEcan

Important Transaction Points

.

Duringthesixmonthperiodstartingonthe7th anniversaryofclosing(2nd redemptionright),GEcanelecttocausethenewjointventuretoredeemGEsremaining interest1.

Thenewjoint venturesredemptionofGEsequityinterestissupportedbythenewjointventuresstrongFCFgenerationanddebtcapacity.

GE

Redemption

Rights IfanyborrowingsbythejointventuretofundGEsredemptionswouldresultintheventuresleverageratio

exceeding2.75xortheventurelosinginvestmentgradestatus,Comcastwillprovideabackstoptoa

maximumamount

of

$5.75

billion:

up

to

$2.875

billion

for

1st redemption

right,

and

up

to

an

additional

$2.875billion(plusanyunusedamountfrom1st redemption)forthe2nd redemptionright.

Comcast

Purchase

Rights

Ifthe1st GEredemptionrightisexercised,ComcastcanelecttosimultaneouslybuytheremainderofGEsinterest1.

IfGEs1st redemptionrightisnotexercisedduringthesixmonthperiodstartingonthe5th anniversaryof

closing,

Comcast

can

elect

to

acquire

50%

of

GEs

interest. th 1 .

Afterapproximatelythe3yearanniversaryofclosing,GEcanengageinpublicandprivatesales(includingcausinganIPO),subjecttoComcastsrightoffirstofferorsimilarpurchaserightsandcertainother

Transfer

Rights

m a ons.

Afterapproximately

the

4th anniversary

of

closing,

Comcast

has

the

right

to

sell

its

entire

stake,

subject

to

tagalong/dragalongrights.

Afterthe4th anniversaryofclosing,Comcastispermittedtosellaportionofitsstakeaslongasitmaintainscontrolandisthelargestshareholderinthenewjointventure.

ComcastcancauseanIPOtooccuraftertheclosingofthe1st GEredemptionright,ifexercised,orafterthe4th anniversaryofthedealclosingifnotexercised.

33(1) GE may retain a preferred interest in certain circumstances.


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Valuationbasedon20%premiumtomarket

Illustrative Redemption Calculation

basedmultiples

at

the

time

of

redemption

Excessvalueoverinitialequityvalueissplit

50%50%betweenComcastandGE

u c

qu y

a ue

20% EquityPremium

Redemptionvalue

of

GE

stake

expected

to

be

fundedprimarilythroughfreecashflowand

leveragecapacityatthenewjointventure

AdjustedEquityValue

Ifanyborrowingsbythejointventuretofund

GEsredemptionswouldresultintheventures

leverageratio

exceeding

2.75x

or

the

venture

$28.2Billion

ExcessValue

os ng nves men gra es a us, omcas w

provideabackstoptoamaximumamountof

$5.75billion

1st redemptionrightatyear3.5:maximum

50%EquityInvestmentSplit

SharedPortionofExcessValuebackstopof$2.875billion

2nd redemptionrightatyear7:maximum

backstopof$2.875billionplusanyunused

backstopfrom1st redemption

AdjustedEquityValue

SharedPortionofExcessValue

EquityValueforRedemption

.

billion

34

R ili i f N GAAP Fi i l


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Reconciliation of Non-GAAP FinancialMeasures to GAAP

Comcast1Ex-Programming

New JV PFComcast

Estimated Net Cash Provided by Operating Activities 9.2 2.0 11.2

Less:Estimated Capital Expenditures and Cash Paid forIntangible Assets

$(5.4) $(0.4) $(5.8)

Estimated Adjustments for Payment of Tax onNon-operating Items and Other Distributions

$0.1 $(0.2) $(0.1)

Adjustment to Exclude the Estimated Impact of $0.4 $0.0 $0.4

Estimated Free Cash Flow $4.3 $1.4 $5.7

, , , .

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investor presentation comcast-nbcu

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