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Corporate

Comcast Views AT&T’s Delay in Tracking Stock as Positive Step

Philadelphia, PA.

Comcast Corporation (Nasdaq: CMCSA, CMCSK) today announced that it viewed positively the decision by AT&T's (NYSE: T) Board of Directors to maximize shareholder value by examining strategic alternatives in addition to its planned initial public offering of its broadband assets. On July 9, 2001, Comcast made a proposal to merge with AT&T's broadband business in a tax-free transaction, which valued AT&T's core broadband assets at $58 billion based on Comcast stock's closing price on July 6, 2001, the last trading day prior to Comcast's proposal.

"We are pleased that AT&T's Board of Directors has responded to the market's overwhelming endorsement of our proposal by delaying its broadband tracking stock plan," said Mr. Brian L. Roberts, president of Comcast. "However, we disagree with the AT&T Board's characterization of our offer as inadequate. Since our announcement, AT&T shareholders have responded to our proposal by adding over $14 billion in market valuation to AT&T. As evidenced by the reaction of their shareholders, the Board's concern about our corporate governance has no foundation. We think our stock's historical performance speaks for itself."

Mr. Roberts continued, "We are surprised that AT&T's Board has yet to ask us for any further information. To that end, we remain prepared to hold immediate discussions with AT&T regarding our proposal."

Comcast reiterated that it is prepared to acquire AT&T's interests in Time Warner Entertainment, Cablevision, and Rainbow Media by assuming more debt and issuing more equity to reflect their agreed upon value.

This press release 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 "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. Comcast Corporation ("Comcast") wishes to take advantage of the "safe harbor" provided for by the Private Securities Litigation Reform Act of 1995 and you are cautioned that actual events or results may differ materially from the expectations expressed in such forward-looking statements as a result of various factors, including risks and uncertainties, many of which are beyond the control of Comcast. Factors that could cause actual results to differ materially include, but are not limited to: (1) the businesses of Comcast and AT&T Broadband may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected combination benefits from the transaction may not be fully realized or realized within the expected time frame; (3) revenues following the transaction may be lower than expected; (4) operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the transaction; (5) the regulatory approvals required for the transaction may not be obtained on the proposed terms or on the anticipated schedule; (6) the effects of legislative and regulatory changes; (7) the potential for increased competition; (8) technological changes; (9) the need to generate substantial growth in the subscriber base by successfully launching, marketing and providing services in identified markets; (10) pricing pressures which could affect demand for Comcast's services; (11) Comcast's ability to expand its distribution; (12) changes in labor, programming, equipment and capital costs; (13) Comcast's continued ability to create or acquire programming and products that customers will find attractive; (14) future acquisitions, strategic partnerships and divestitures; (15) general business and economic conditions; and (16) other risks described from time to time in Comcast's periodic reports filed with the Securities and Exchange Commission.

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Investor Contact:
Marlene S. Dooner, Vice President, Investor Relations (215) 981-7392
William E. Dordelman, Vice President, Finance (215) 981-7550
Kelley L. Claypool, Manager, Investor Relations (215) 981-7729

Media Contact:
The Abernathy MacGregor Group (212) 371-5999
Adam Miller, Steve Frankel, Brian Faw

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