Comcast Corporation Agrees to Buy Susquehanna Communications from Susquehanna Pfaltzgraff

Susquehanna Pfaltzgraff Co. and Comcast Corporation (Nasdaq: CMCSA, CMCSK)

announced today that they have signed a definitive agreement to sell Susquehanna

Communications (SusCom), the cable television and broadband services division

of Susquehanna Pfaltzgraff, to Comcast, the nation's leading provider of cable,

entertainment and communications products and services. Susquehanna Pfaltzgraff

announced earlier this year that it would sell the business, citing changes in

corporate and family circumstances.

"We are extremely proud of the state-of-the-art systems and exceptional

customer care that SusCom and its outstanding people deliver to the

marketplace today," said Louis J. Appell, Jr., chairman of the privately owned

Susquehanna Pfaltzgraff Co. "We were a pioneer in cable television 40 years

ago and have continually sought to provide our customers with leading-edge

communications services."

William H. Simpson, president and chief executive officer of Susquehanna

Pfaltzgraff, said, "Technological innovation is occurring rapidly in the

cable and telecommunications industries, providing the ability for large

companies like Comcast to cost-effectively deliver more traditional cable

channels, as well as advanced services like Video on Demand and Voice over

Internet Protocol telephony."

Comcast Chairman and CEO Brian L. Roberts said, "These cable systems have

been well run and are very complimentary to Comcast's service areas. We look

forward to introducing Comcast's advanced suite of broadband services in these

markets soon."

Comcast owned approximately 30% of SusCom prior to today's announcement.

SusCom serves 225,000 basic cable subscribers primarily in Pennsylvania, New

York, Maine, and Mississippi, many of which are in close proximity to systems

already served by Comcast. Consumers in these markets will benefit from the

accelerated deployment of advanced video, high-speed data, and voice services.

The total transaction value is $775 million and will result in Comcast

consolidating the operations of SusCom for a net cash investment of

approximately $540 million or $440 million after taking into account certain

tax benefits. The transaction is expected to close in the first half of 2006

subject to various regulatory and customary closing conditions.

UBS Investment Bank acted as exclusive financial advisor to Susquehanna

Pfaltzgraff Co. and Goldman, Sachs & Co. acted as exclusive financial advisor

to Comcast Corporation. Separately today it was also announced that

Susquehanna Pfaltzgraff agreed to sell Susquehanna Radio's operations to a

partnership led by Cumulus Media, Inc.

About Comcast

Comcast Corporation (Nasdaq: CMCSA, CMCSK) (http://www.comcast.com) is the

nation's leading provider of cable, entertainment and communications products

and services. With 21.4 million cable customers, 7.7 million high-speed

Internet customers, and 1.2 million voice customers, Comcast is principally

involved in the development, management and operation of broadband cable

networks and in the delivery of programming content.

The Company's content networks and investments include E! Entertainment

Television, Style Network, The Golf Channel, OLN, G4, AZN Television, PBS KIDS

Sprout, TV One and four regional Comcast SportsNets. The Company also has a

majority ownership in Comcast-Spectacor, whose major holdings include the

Philadelphia Flyers NHL hockey team, the Philadelphia 76ers NBA basketball

team and two large multipurpose arenas in Philadelphia. Comcast Class A common

stock and Class A Special common stock trade on The NASDAQ Stock Market under

the symbols CMCSA and CMCSK, respectively.

About Susquehanna Communications and Susquehanna Media:

Founded in 1965 as a division of Susquehanna Broadcasting Co. (now

Susquehanna Pfaltzgraff Co.), SusCom now ranks among the top 20 cable and

broadband providers in the country, serving more than 232,000 customers in

Pennsylvania, Mississippi, Maine, Illinois, Indiana and New York.

The company name was changed to Susquehanna Communications in 1999,

reflecting its change from a provider of traditional cable television to a

provider of a variety of advanced, interactive, digital communications

products. SusCom has been a leader in delivering advanced technologies to

customers in the communities it serves. Today, the company offers a variety

of analog and digital video services, HDTV, DVRs and high-speed Internet

access, as well as telephone service in its Carmel, N.Y. system.

Susquehanna Media is a diversified communications company with significant

operations in radio broadcasting and cable television. In addition to

Susquehanna Communications, the company includes Susquehanna Radio, the

largest privately held radio group and the 11th largest radio broadcaster in

the country ranked by revenues.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act

of 1995

Those statements above that involve expectations or intentions are

forward-looking statements, within the meaning of the U.S. securities laws,

that involve risks and uncertainties and are not guarantees of future

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