COMCAST CORP
8-K, 1996-11-04
CATALOG & MAIL-ORDER HOUSES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



      Date of Report (Date of earliest event reported): November 4, 1996

                               Comcast Corporation
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Pennsylvania                     0-6983                   23-1709202
- ----------------------------        ------------            -------------------
(State or other jurisdiction        (Commission               (IRS employer
   of incorporation)                file number)            identification no.)

              1500 Market Street, Philadelphia, PA        19102-2148
             -------------------------------------------------------
             (Address of principal executive offices)     (Zip Code)

       Registrant's telephone number, including area code: (215) 665-1700 
                                                           --------------



<PAGE>

ITEM 5.   OTHER EVENTS

     On November 4, 1996, Comcast Corporation issued a press release regarding
its third quarter 1996 results, a copy of which is attached as Exhibit 99.1 to
the Form 8-K and incorporated herein by reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)  Exhibits
         
               Exhibit 99.1 - Comcast Corporation Press Release dated 
                              November 4, 1996.
<PAGE>

                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        COMCAST CORPORATION

Dated: November 4, 1996                 By: /s/ Joseph J. Euteneuer
                                           -------------------------------
                                           Joseph J. Euteneuer
                                           Vice President and 
                                           Corporate Controller


<PAGE>
                                 EXHIBIT INDEX


Exhibit Number      Description                                

     99.1           Comcast Corporation Press Release
                      dated November 4, 1996

                               Comcast Corporation
                               1500 Market Street
                             Philadelphia, PA 19102

NEWS

For further information contact:

John R. Alchin
(215) 981-7503

William E. Dordelman
(215) 981-7550

Marlene S. Dooner
(215) 981-7392

FOR IMMEDIATE RELEASE

                     COMCAST REPORTS THIRD QUARTER RESULTS

                  SEVENTH CONSECUTIVE QUARTER OF DOUBLE DIGIT
                          REVENUE AND CASH FLOW GROWTH

     Philadelphia, PA - November 4, 1996... Comcast Corporation today reported
     results for the three and nine months ended September 30, 1996. Revenues
     for the three months ended September 30, 1996 were $974.6 million,
     representing a 12.0% increase over the $870.2 million reported for the same
     period in 1995. Operating cash flow for the third quarter of 1996 was
     $295.8 million, an increase of 12.0% over the $264.1 million reported in
     the third quarter of 1995.

     The Company reported a net loss of $10.0 million, or $0.04 per share for
     the three months ended September 30, 1996, as compared to a net loss of
     $7.4 million, or $0.03 per share for the same period in 1995. Ongoing
     losses are associated with financing costs and non-cash charges, such as
     depreciation and amortization, principally from acquisitions, and equity in
     net losses of affiliates.

     For the nine months ended September 30, 1996, the Company reported revenues
     of $2.871 billion and operating cash flow of $862.0 million as compared to
     revenues and operating cash flow of $2.357 billion and $744.6 million,


<PAGE>

     respectively, for the same period in 1995. Consolidated results for the
     Company do not include the results of QVC prior to the acquisition date of
     February 1995. On a pro forma basis, as if QVC had been owned for the
     entire nine month period ended September 30, 1995, the Company's
     consolidated revenues and operating cash flow for the period ended
     September 30, 1996 increased 15.4% and 12.3%, respectively, over the same
     period in 1995.

     In the third quarter, the cable division reported revenue and operating
     cash flow growth of 6.6% over the prior year period. The cable division's
     results reflect strong growth in subscribers, which increased by more than
     18,000 during the quarter as compared to approximately 10,500 customers
     added in the third quarter of 1995. For the twelve months ended September
     30, 1996, the cable division has added almost 86,000 customers, a 2.6%
     growth rate.

     During the third quarter, the cellular division continued its positive
     operating trend, with revenues and operating cash flow increasing 12.5% and
     19.5%, respectively, over the prior year period.

     QVC continued its impressive performance, with third quarter revenue and
     operating cash flow growth of 10.1% and 16.0%, respectively over the prior
     year period, despite strong competition for viewers as a result of the
     Summer Olympics.
<PAGE>

     Brian L. Roberts, President of Comcast said, "As we gear up for an active
     fourth quarter we are enthusiastic about the prospects of each of our core
     businesses. In particular, the cable division is continuing to aggressively
     upgrade its network infrastructure and customer service platforms to
     provide a broader and richer array of programming to our customers. We
     believe that the capacity of our upgraded networks will provide unique
     opportunities to market new products and services that will support
     continued cable growth."

     "In each of our businesses, and throughout our service territories, we are
     delivering a range of valuable products and services to our customers. As
     an example, we recently opened our first Comcast Communications Center in
     suburban Philadelphia, a retail environment that showcases Comcast as an
     integrated provider of communications and entertainment services, selling
     and promoting all of the products available to our customer in this core
     market."

     Comcast Corporation is principally engaged in the development, management
     and operation of wired telecommunications including cable television and
     telephone services; wireless telecommunications including cellular,
     personal communications services and direct to home satellite television;
     and content through principal ownership and management of QVC, the world's
     premier electronic retailer, and through majority ownership of
     Comcast-Spectacor and 


<PAGE>

     other programming investments. The Company's consolidated and affiliated
     operations serve more than ten million customers worldwide.

     Comcast's Class A and Class A Special Common Stock are traded on The NASDAQ
     Stock Market under the symbols CMCSA and CMCSK, respectively.

                                     #####
<PAGE>
                            
                               COMCAST CORPORATION
           Condensed Consolidated Statement of Operations (Unaudited)
                      (in thousands, except per share data)
<TABLE>
<CAPTION>
                                                            Three Months Ended                    Nine Months Ended
                                                               September 30,                         September 30,
                                                         1996                1995               1996                 1995
<S>                                                   <C>                 <C>               <C>                 <C>       
Service Income                                         $543,540            $478,758          $1,584,000          $1,381,510
Net Sales from Electronic Retailing                     431,023             391,491           1,286,869             975,917
                                                       --------            --------          ----------          ----------
                                                        974,563             870,249           2,870,869           2,357,427

Cost of Goods Sold from Electronic Retailing            262,338             234,369             774,718             584,615
Operating, Selling, General and
   Administrative Expenses                              416,415             371,736           1,234,144           1,028,238
                                                       --------            --------          ----------          ----------

Operating Cash Flow                                     295,810             264,144             862,007             744,574

Depreciation Expense                                     78,325              59,244             223,718             278,610
Amortization Expense                                     88,393              88,388             267,272             256,065
Interest Expense                                        135,742             137,816             403,735             388,367
Investment Income                                       (16,215)            (44,727)            (63,706)           (202,307)
Equity in Net Losses of Affiliates                       28,877              25,628              89,198              63,534
Gain from Equity Offering of Affiliate                                                          (40,638)
Other                                                      (293)             (5,891)             22,673              (5,523)
                                                       --------            --------          ----------          ----------
                                                        314,829             260,458             902,252             778,746
                                                       --------            --------          ----------          ----------

(Loss) Income Before Income Tax Expense,
  Minority Interest and Extraordinary Items             (19,019)              3,686             (40,245)            (34,172)

Income Tax Expense                                        9,282              18,435              33,894              32,470
Minority Interest                                       (18,329)            (12,796)            (47,423)            (34,767)
                                                       --------            --------          ----------          ----------
Loss Before Extraordinary Items                          (9,972)             (1,953)            (26,716)            (31,875)

Extraordinary Items                                                          (5,407)             (1,013)             (5,407)
                                                       --------            --------          ----------          ----------

Net Loss                                                ($9,972)            ($7,360)           ($27,729)           ($37,282)
                                                       ========            ========          ==========          ==========

Loss per Share
  Loss Before Extraordinary Items                        ($0.04)             ($0.01)             ($0.11)             ($0.13)
  Extraordinary Items                                                         (0.02)                                  (0.02)
                                                       --------            --------          ----------          ----------
    Net Loss                                             ($0.04)             ($0.03)             ($0.11)             ($0.15)
                                                       ========            ========          ==========          ==========

Weighted Average Number of Common Shares
  Outstanding During the Period                         233,318             239,819             236,189             239,634
                                                       ========            ========          ==========          ==========

Cash Dividends per Share                                 $0.023              $0.023              $0.070              $0.070
                                                       ========            ========          ==========          ==========
</TABLE>

<PAGE>

                               COMCAST CORPORATION
                Condensed Consolidated Balance Sheet (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                          September 30,       December 31,
                                                              1996                1995
<S>                                                     <C>                 <C>       
Cash, Cash Equivalents and Short-term Investments           $526,662            $910,043
Accounts Receivable, net                                     350,675             390,698
Inventories, net                                             256,251             243,447
Other Current Assets                                         123,748             109,470
Investments, principally in affiliates                     1,278,733             906,383
Property and Equipment, net                                2,051,562           1,643,602
Deferred Charges, net                                      5,241,677           5,376,665
                                                          ----------          ----------

  Total Assets                                            $9,829,308          $9,580,308
                                                          ==========          ==========

Current Liabilities                                       $1,140,964          $1,122,069
Long-term Debt, less current portion                       7,233,745           6,943,766
Deferred Income Taxes                                      1,501,820           1,517,995
Minority Interest and Other                                  891,492             824,129
Stockholders' Deficiency                                    (938,713)           (827,651)
                                                          ----------          ----------

  Total Liabilities & Stockholders' Deficiency            $9,829,308          $9,580,308
                                                          ==========          ==========

</TABLE>

<PAGE>
                               COMCAST CORPORATION
     Pro Forma Financial and Other Data by Business Segment (Unaudited) (1)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                  (2)                                   (3)
                                               Domestic       Electronic                             Corporate
                                                 Cable         Retailing          Cellular           and Other           Total
<S>                                          <C>               <C>               <C>                <C>               <C>     
Three Months Ended September 30, 1996

Revenues                                       $392,619          $431,023          $110,020           $40,901           $974,563
Operating Cash Flow (Deficit)                   193,875            69,238            47,739           (15,042)           295,810
Capital Expenditures                             67,025            19,317            32,475            52,483            171,300

Three Months Ended September 30, 1995

Revenues                                       $368,453          $391,491           $97,830           $12,475           $870,249
Operating Cash Flow (Deficit)                   181,955            59,705            39,955           (17,471)           264,144
Capital Expenditures                             69,395             7,465            24,020            36,731            137,611

Nine Months Ended September 30, 1996

Revenues                                     $1,170,951        $1,286,869          $317,116           $95,933         $2,870,869
Operating Cash Flow (Deficit)                   578,880           208,646           118,826           (44,345)           862,007
Capital Expenditures                            203,841            38,864            69,026           138,474            450,205

Nine Months Ended September 30, 1995

Revenues                                     $1,078,033        $1,107,386          $274,243           $28,139         $2,487,801
Operating Cash Flow (Deficit)                   529,655           178,501           110,736           (51,519)           767,373
Capital Expenditures                            180,437            21,516           191,983            88,214            482,150
<FN>
(1)  The Company acquired QVC in February 1995. Pro forma financial data by
     business segment is presented as if the QVC acquisition occurred at the
     beginning of 1995. Accordingly, each period presented includes QVC's
     operating results for the entire period. The information presented above is
     not necessarily indicative of what the results would have been had the
     Company operated QVC since the beginning of 1995. Historical financial data
     by business segment is available in the Company's Quarterly Report on Form
     10-Q.

(2)  Effective April 1, 1995, QVC began consolidating its United Kingdom
     operations. Pro forma financial data by business segment for periods prior
     to April 1, 1995 excludes QVC's United Kingdom operations. For the three
     months ended March 31, 1995, revenues of QVC's United Kingdom operations
     were $7.4 million and operating cash flow (deficit) was ($2.2 million).

(3)  Corporate and other includes certain operating businesses and elimination
     entries related to the segments presented.
</FN>
</TABLE>
Other Data (at end of period)
                                                                      3Q95-
                                                                      3Q96
                                   3Q95       2Q96       3Q96        Growth
Domestic Cable
     Homes Passed                 5,547      5,624      5,649          1.8%
     Basic Cable Subscribers      3,361      3,429      3,447          2.6%
     Basic Cable Penetration       60.6%      61.0%      61.0%     0.4 pts.
Primestar Subscribers                43         81        101        134.9%



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