COMSAT CORP
8-K, 1998-02-23
COMMUNICATIONS SERVICES, NEC
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 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):  FEBRUARY 20, 1998


                             COMSAT CORPORATION
             --------------------------------------------------
             (Exact name of Registrant as specified in Charter)


  DISTRICT OF COLUMBIA                 1-4929                   52-0781863
- ------------------------           -------------            -----------------
(State or other juris-              (Commission               (IRS Employer
diction of incorporation)           File Number)              Identification
                                                                 Number)


 6560 ROCK SPRING DRIVE,    BETHESDA, MD                         20817
- -----------------------------------------                      --------
 (Address of principal executive offices)                      Zip Code


Registrant's telephone number, including area code    (301) 214-3000


                              NOT APPLICABLE.
       --------------------------------------------------------------
       (Former name or former address, if changed since last report).




<PAGE>




ITEM 5.  OTHER EVENTS
- ---------------------

     On  February  20,  1998,  the  Corporation   issued  a  press  release
announcing,  among other things,  that the Corporation's  Annual Meeting of
Shareholders  has been  scheduled for May 15, 1998.  The press release also
announces the Corporation's  1997 earnings.  A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------

     (c) Exhibits  (listed  according to the number assigned in Item 601 of
Regulation S-K).

EXHIBIT NO.                         DESCRIPTION
- -----------                         -----------

99.1                                Press Release dated February 20, 1998




<PAGE>



                                 SIGNATURES
                                 ----------




     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 hereunto duly authorized.



                             COMSAT CORPORATION
                             ------------------




                            By: /S/ ALAN KOROBOV
                                ----------------
                                Alan Korobov
                                Controller


Date:  February 20, 1998




<PAGE>



                               EXHIBIT INDEX
                               -------------



EXHIBIT NO.                         DESCRIPTION
- -----------                         -----------

99.1                                Press Release dated February 20, 1998

<PAGE>



FROM:     COMSAT Corporation
          6560 Rock Spring Drive
          Bethesda, MD 20817
PHONE:    301 214 3442
FAX:      301 214 7130
DATE:     February 20, 1998



For Immediate Release


COMSAT REPORTS 1997 EARNINGS


- -- Year of "Clean-Up" and "Catch-Up", Highlighted By Focus on Core Businesses,
        Push for Regulatory Relief and Restructuring of INTELSAT --



BETHESDA,  Md. - COMSAT  Corporation  (NYSE:CQ)  today reported 1997 income
from continuing  operations of $28.6 million,  down from $36.2 million last
year,  due mainly to the  depreciation  of new  satellites.  Revenues  from
continuing  operations  in 1997 were  $562.6  million,  up 3.2% from $545.1
million  in 1996.  Earnings  per  share  from  continuing  operations  on a
fully-diluted  basis  were 57 cents,  versus 74 cents  the  previous  year.
Earnings before interest,  taxes, depreciation and amortization (EBITDA) in
1997 increased to $266.2 million from $262.5 million a year earlier.
     "1997 was a year of clean-up  and  catch-up,"  said Betty C.  Alewine,
president and chief executive officer of COMSAT Corporation.  "We are going
forward in 1998 as a smaller  company,  but with a stronger  balance sheet.
Our  satellite  assets in the  INTELSAT and  Inmarsat  systems  continue to
generate  strong  cash  flow  and  excellent   EBITDA  margins.   And,  our
international networking and technology businesses have the market position
and revenue  backlog to continue  growing at a rapid  pace.  Revenues  from
COMSAT's   networking   services   and   technology   businesses   were  up
substantially in 1997.
     "In addition,  during 1997,  COMSAT took three major steps to continue
to  improve  shareholder  value,"  said  Alewine.  "First,  we spun off the
entertainment  business and focused  completely  on our core  businesses in
satellite  services,   networking  services  and  technology.   Second,  we
aggressively pushed for regulatory relief and pro-competitive reform of the
Communications  Satellite  Act in order to compete  and grow in the booming
international  telecommunications  industry.  And third, just last week, we
accomplished  what  some  thought  impossible  --  adoption  of the plan to
privatize a portion of INTELSAT  which will  involve the transfer of six of
its satellites to an independent,  publicly  traded  company.  This plan is
expected  to be  approved  during a meeting  of the  INTELSAT  Assembly  of
Parties (governments) in late March.


                                -- more --

<PAGE>



     "The  creation of a new  commercial  company  from some of  INTELSAT's
satellites will enable COMSAT  shareholders to realize for the first time a
market  valuation  for their  investment,"  Alewine  continued.  "And,  the
granting of COMSAT's petition by the Federal Communications Commission will
remove antiquated,  public utility-style  regulation applied only to COMSAT
and free this  company to catch up with the rest of the  industry.  Success
can then be  measured  on the basis of our  ability to  attract  and retain
customers  --  just  like  any  other  business."
     Revenues from COMSAT's satellite services were $430.7 million in 1997,
down slightly from $433.9 million the previous year. This reduction results
from  price  cuts on  long-term  contracts  with  major  telecommunications
companies,  a decline in analog  maritime  services and lower revenues from
fiber  optic  cable  restoration.  These  declines  were  nearly  offset by
increased  revenues  from growing  high-speed  data and Internet  services,
leases  for  mobile  communications  from  the U.S.  Navy  and the  Federal
Aviation   Administration  and  sales  of  Planet  1TM,  COMSAT's  personal
satellite  telephone  service.
     Total network services revenues were $170 million,  up 19% from $142.5
million  the  previous  year.  "Particularly  dramatic  was the 54% revenue
growth in the company's  international  division,"  said Alewine.  "In this
division,  we are building on COMSAT's brand name, extensive  international
operating  experience  and  foreign  data  licenses  to  provide  corporate
networks in high-growth  regions of the world.  With the addition of COMSAT
de Mexico, the company brought its total number of international  operating
companies to 15."
     Including discontinued entertainment and manufacturing operations, the
company  reported a 1997 net loss of $64.4 million,  versus 1996 net income
of $8.6  million.  On a fully  diluted  basis,  the net loss was  $1.29 per
share,  versus net income of 18 cents per share the previous year. The 1997
net loss was  driven  exclusively  by  discontinued  operations  of  Ascent
Entertainment Group, Inc., which was spun off to shareholders in June 1997,
and  COMSAT  RSI,  the  corporation's   manufacturing   business  which  is
anticipated  to be sold in the first half of 1998.
     In the fourth  quarter of 1997,  continuing  operations  revenues were
$141.4  million,  compared with $142.3 million for the same period in 1996.
Income from continuing  operations was $2.0 million, down from $8.5 million
in the  fourth  quarter  of 1996.  Fully  diluted  earnings  per share from
continuing operations were 4 cents, compared to 17 cents a year ago.

                                -- more --

<PAGE>

     The company had a net loss of $28.0 million in the fourth quarter,  or
55 cents per  share on a fully  diluted  basis,  versus a net loss of $11.5
million,  or 24 cents per share, in the same quarter of 1996. The increased
loss was due  primarily  to a $30  million  charge for an  increase  in the
expected loss on disposal of COMSAT RSI. 
     COMSAT  Corporation  also announced  today that its Board of Directors
set Friday, May 15, 1998, as the date for the 1998 annual meeting of COMSAT
shareholders.  Advance notice of nominations and other proposed business to
be submitted by  shareholders  at the annual meeting is required  within 10
days of this announcement, as outlined in the corporation's by-laws.
     A more complete  description of COMSAT's financial  performance during
the fourth  quarter and year 1997 is contained  in the  attached  financial
highlights.
     Some of the statements in this release are  forward-looking and relate
to anticipated  future events and operating  results.  Statements that look
forward  in  time  are  based  on  management's  current  expectations  and
assumptions,  which may be  affected  by the timing and  outcome of pending
regulatory  and  legislative  actions and by  subsequent  developments  and
business  conditions,  and  necessarily  involve  risks and  uncertainties.
Therefore,  there can be no assurance  that actual future  results will not
differ  materially from  anticipated  results.
     Readers should refer to the Corporation's  disclosure  documents filed
with the Securities and Exchange  Commission,  including the  Corporation's
1996  Form 10-K and  quarterly  reports  on Form  10-Q for the first  three
quarters of 1997,  for a more complete  discussion of some of the important
factors that might affect these trends.
     COMSAT  Corporation  (NYSE:CQ)  is  a  global  provider  of  satellite
services and digital networking services and technologies.


                                   # # #


CONTACT:
Janet Dewar    Vice President, Corporate Affairs       (301) 214-3442
Gary Sharpe    Director, investor Relations            (301) 214-3244





<PAGE>

February 20, 1998
COMSAT Corporation
Financial Highlights
Fourth Quarter and Full-Year 1997


SUMMARY
- -------

During the second  quarter of 1997,  the  corporation  placed  both  Ascent
Entertainment  Group and  substantially  all of COMSAT RSI in  discontinued
operations.   The  attached  financial  information  (unaudited)  has  been
restated to conform with discontinued-operations presentation.

All per-share  amounts are presented on a fully diluted basis in accordance
with  Statement of Financial  Accounting  Standards  No. 128  "Earnings Per
Share" and,  accordingly,  all  prior-period,  per-share  amounts have been
restated.

Revenues  from  continuing  operations  in the fourth  quarter  were $141.4
million,  down 1% from the same period of 1996.  Revenues  from  continuing
operations in 1997 totaled $562.6 million, up 3% from 1996.  Fourth-quarter
revenues  from fixed and  mobile  Satellite  Services  declined  5%,  while
revenues from Network Services  increased 9%, compared with the same period
of 1996.

Income  from  continuing  operations  before an  extraordinary  item in the
quarter was $2.0 million versus $8.5 million in the same period of 1996. On
a  fully  diluted  basis,  income  from  continuing  operations  before  an
extraordinary  item in the fourth  quarter was 4 cents per share,  compared
with 17 cents per share in the same quarter of 1996. For 1997,  income from
continuing  operations  before an  extraordinary  item was  $28.6  million,
compared  with  $36.2  million  in 1996.  Assuming  dilution,  income  from
continuing operations before an extraordinary item in 1997 was 57 cents per
share, versus 74 cents per share in 1996.

The losses from  discontinued  operations  were $30.0 million in the fourth
quarter and $89.1  million in 1997,  compared  with losses of $20.0 million
and $27.6  million in the  respective  periods of 1996.  On a fully diluted
basis, the per- share losses from discontinued  operations were 59 cents in
the  quarter  and  $1.78  in  1997,  versus  41  cents  and 56 cents in the
respective periods of 1996.

The net loss for the quarter was $28.0 million, compared with a net loss of
$11.5 million in the same period a year ago. On a fully diluted basis,  the
net loss in the  quarter  was 55 cents per  share,  versus a net loss of 24
cents per share in the fourth  quarter of 1996.  For 1997, the net loss was
$64.4 million versus net income of $8.6 million in 1996. Assuming dilution,
the net loss was $1.29 per share in 1997,  compared  with net  income of 18
cents per share in 1996. The 1997 net loss includes an  extraordinary  loss
for early extinguishment of debt of $3.9 million, or 8 cents per share on a
fully diluted basis.

                                Page 1 of 6


<PAGE>



Satellite Services
- ------------------

     World  Systems  revenues  declined 13% in the fourth  quarter to $63.6
     million  and 4% for the year to $262.9  million,  compared to the same
     periods in 1996. Increased revenues from growing demand for high-speed
     data and Internet  services were offset by declines in full-time voice
     revenues and lower fiber-optic cable restoration  revenues.  The lower
     voice revenues  stemmed  primarily from rate  reductions  early in the
     year in long-term  carrier  contracts with AT&T,  MCI and Sprint,  the
     division's largest international  customers.  Division earnings before
     interest,  taxes, depreciation and amortization (EBITDA) decreased 11%
     in the  quarter  to $48.0  million  and  increased  1% for the year to
     $197.8 million,  compared with the respective  periods in 1997. EBITDA
     margins were 75% for both periods,  versus 74% and 72%,  respectively,
     for the 1996 periods.  World Systems  operating income was down 25% in
     the quarter to $22.8  million  and 4% for the year to $100.4  million,
     compared  with  the  same  periods  of  1996.  Federal  Communications
     Commission  regulations  limit the amount that World Systems can earn.
     Division 1997 results also reflect increased depreciation from placing
     in service three INTELSAT satellites during the year. The increase was
     partially offset by improved earnings  realized on  carrier-to-carrier
     contracts and recovery of certain litigation costs.

     Mobile  Communications  revenues  were up 9% in quarter and 4% for the
     year to $41.7 million and $167.8 million, respectively,  from the same
     periods  in  1996.  The  improvement  reflects  sales  of  Planet  1TM
     terminals and Planet 1SM service which began in the fourth  quarter of
     1996. The increases were  partially  offset by lower analog  telephone
     transmissions  and lower volume in a bulk-service  contract.  Division
     EBITDA was up 68% in the quarter and 4% for the year to $20.3  million
     and  $80.3  million,  respectively.  EBITDA  margins  were 49% for the
     fourth quarter and 48% in 1997, versus 31% and 48% in the same periods
     of 1996.  Mobile  operating income was $5.4 million in the quarter and
     $23.1  million for 1997,  versus an  operating  loss of  $700,000  and
     income of $31.9 million,  respectively,  in 1996. The division's lower
     1997  operating  income  stems  from  increased  depreciation  expense
     associated with three Inmarsat-3  satellites  placed in service during
     1996 and early 1997,  and  increased  costs related to the start-up of
     Planet  1TM  service.  The  unfavorable  operating  income  comparison
     reflects  the  division's  slightly  higher  market  share and service
     revenues in 1996.

Network Services
- ----------------

     COMSAT  International  provides corporate data networking  services to
     approximately  650 customers from more than 5,000 points in developing
     countries.  Revenues increased 49% in the quarter and 54% for the year
     to $27.2 million and $89.7 million,  compared with the same periods in
     1996.  Revenue  increases  were  driven  primarily  by  advances in CI
     operations  in Argentina,  Brazil,  Colombia and  Venezuela.  Division
     EBITDA was $3.8 million in the quarter and $11.6 million for the year,
     compared with break-even and negative levels in the respective periods
     last year.

                                Page 2 of 6


<PAGE>



     EBITDA margins for the 1997 periods were 14% and 13%, respectively. CI
     operating losses in the quarter and year-to-date were $3.5 million and
     $14.0 million,  versus losses of $5.2 million and $17.3 million in the
     same periods of 1996. The  division's  contracted  revenue  backlog at
     December 30, 1997 was $323  million,  up from $220 million at year-end
     1996.

<TABLE>
<CAPTION>
<S>                                     <C>         <C>                       <C>         <C>

                            COMSAT INTERNATIONAL
                OPERATING COMPANIES INFORMATION (UNAUDITED)
                               (In millions)

                                                1997                                1996
                                         ----------------                      ---------------
                                         QTR 4       YTD                       QTR 4      YTD
                                         -----      -----                      -----     -----

REVENUES
- --------

Existing companies
     Americas                            $21.7     $73.2                       $15.1     $47.5
     Europe                                2.2       8.1                         1.5       7.1
                                         ----------------                      ----------------
Total existing companies                  23.9      81.3                        16.6      54.6

New companies                              3.3       8.4                         1.7       3.5
                                         ----------------                      ----------------

Total revenues                           $27.2     $89.7                       $18.3     $58.1
                                         ================                      ================



                                                1997                                1996
                                         ----------------                      ---------------
                                         QTR 4       YTD                       QTR 4      YTD
                                         -----      -----                      -----     -----


EBITDA
- ------

Existing companies
     Americas                            $7.4      $25.8                       $6.2      $17.4
     Europe                                 -        0.3                       (2.3)      (6.4)
                                         ----------------                      ----------------
Total existing companies                  7.4       26.1                        3.9       11.0

New companies                            (0.2)      (3.8)                      (1.5)      (4.3)
                                         ----------------                      ----------------

EBITDA before CI Corporate                7.2       22.3                        2.4        6.7

CI Corporate                             (3.4)     (10.7)                      (2.8)      (9.2)
                                         ----------------                      ----------------

Total EBITDA:                            $3.8      $11.6                       ($0.4)    ($2.5)
                                         ================                      ================

Notes:
1    Existing companies in Americas include Argentina (100%), Bolivia (100%), Brazil (100%), and Guatemala (100%).
     Existing companies in Europe include BelCom (100%) and Turkey IBS (85%).  Numbers in parenthesis indicate COMSAT ownership.
2    New companies include Colombia (100%), Peru (65%), Venezuela (100%), Turkey VSAT (51%), and China (55%) and Mexico (100%).
3    CI's share of India revenue not consolidated for accounting purposes  is $0.6,  $1.9 for 4Q and YTD 1996 and $0.8,  $1.2 
     for 4Q and YTD 1997,  respectively.  
4    EBITDA  (earnings  before  interest,  income taxes, depreciation,  and  amortization) is calculated by adding  depreciation 
     and amortization and operating income (loss).


                                Page 3 of 6     
</TABLE>




<PAGE>



     COMSAT Laboratories  Revenues were down 25% in the quarter and 17% for
     the  year to  $9.6  million  and  $36.3  million,  compared  with  the
     respective  periods of 1996.  The 1996  revenues  include $7.8 million
     from an agreement resolving patent- infringement  disputes.  Excluding
     revenues from the patent disputes, 1997 revenues were up 1%, primarily
     due to technical  consulting  revenues.  Labs operating  losses in the
     quarter and for the year were $700,000 and $2.0 million, respectively,
     versus  operating  income of  $600,000  and $7.1  million  in the same
     periods of 1996.  Labs operating  income in 1996 included $7.8 million
     from an agreement  resolving  patent-infringement  disputes.  Division
     results  now  include  the  operating  results  of  the  corporation's
     spacecraft  construction  monitoring business,  previously reported in
     CRSI.  Laboratories  external  revenue  backlog at  December  31, 1997
     increased 33% from year-end 1996 levels to $28.4 million.

     Government  Programs posted small operating  losses in the quarter and
     for  the  year  on  revenues  of  $10.5  million  and  $44.0  million,
     respectively. Division EBITDA for the year declined to break-even from
     $5.6  million  in  1996.  The  division's  1997  results  reflect  the
     decommissioning  in 1996 of a Marisat  satellite used by the U.S. Navy
     in 1996 and a decline in Bosnia-related traffic.

Discontinued Operations
- -----------------------

COMSAT's  discontinued  operations  are  comprised of the results of Ascent
Entertainment Group (NASDAQ:GOAL)  through June 27, 1997, and substantially
all of COMSAT RSI (CRSI).

COMSAT owned  80.67%,  or 24 million  shares,  of Ascent.  COMSAT's  Ascent
shares  were  distributed  to COMSAT  shareholders  as a special,  tax-free
dividend. The loss from the discontinued operations of Ascent totaled $29.1
million during 1997 and $28.1 million for 1996.

As previously  disclosed,  the corporation expects to sell CRSI in at least
two pieces.  One of those pieces is JEFA Wireless Systems,  a subsidiary of
CRSI. COMSAT has entered into an agreement to sell substantially all of the
assets  of JEFA.  Due  primarily  to  losses  anticipated  on the  separate
disposition  of  JEFA  assets,   the  corporation   recorded  a  charge  in
discontinued  operations in the third quarter of $30.2 million, net of tax,
or 60 cents per share on a fully diluted basis.  The  third-quarter  charge
also  included  adjustments  in the  estimated  cost  to  complete  certain
long-term contracts in CRSI.

Negotiations  to  sell  substantially  all of the  remainder  of  CRSI  are
continuing  and,  based on the  range  of  sales  prices  and  terms  being
discussed,  the  estimated  loss on disposal of CRSI was  increased  in the
fourth quarter by $30 million, net of tax, or 59 cents per share on a fully
diluted  basis.  The loss on  disposal  included  provisions  to write down
JEFA's and CRSI's assets to their net realizable  values and an estimate of
operating losses to their disposal. The corporation's




                                Page 4 of 6


<PAGE>



objective is to dispose of JEFA by the end of the first quarter of 1998 and
complete  the sale of CRSI  during the first  half of 1998.  The timing and
estimated  proceeds of those sales could be  adversely  affected by factors
that are not wholly within the corporation's  control,  such as negotiation
of definitive  agreements on mutually acceptable terms. The Ascent and CRSI
transactions  are  major  components  of  COMSAT's   previously   announced
strategic restructuring plan.

COMSAT Consolidated
- -------------------

General &  Administrative  expenses from  continuing  operations  were $5.2
     million  in the  fourth  quarter,  down from $5.5  million in the same
     quarter of 1996.  For the year,  G&A expenses  totaled $23.2  million,
     down from $23.9 million in 1996.

Research & Development expenses in 1997 totaled $9.3 million,  versus $11.5
     million in 1996.

Interest and Other  Income/Expense,  Net for the year was a net  expense of
     $3.1 million, compared with a net expense of $7.4 million in 1996. The
     improvement  stems  primarily from increased  interest  income and the
     impact of the sale of equity investments.

Gain on Sale of Land in the third quarter of 1997 was $4.2 million,  net of
     tax. The company sold its  Clarksburg,  Maryland  office  building and
     surrounding land for $45.75 million in an all-cash transaction. COMSAT
     also  entered  into a 10- year lease with the new owner to continue to
     occupy  the   building,   which  houses   COMSAT   Laboratories.   The
     sale-leaseback  of the office  building  has been  accounted  for as a
     financing transaction.

Interest Expense,  Net of Amounts Capitalized in 1997 was $42.0 million, up
     $7.3 million from last year. The increase stems primarily from reduced
     interest  capitalized  due  to the  completion  of  several  satellite
     projects.

Income Tax  Expense for the year  totaled  $15.6  million,  down from $28.9
     million in 1996. The income-tax expense reflects a lower effective tax
     rate due to a decrease in non-deductible losses.

Extraordinary Loss From Early Extinguishment of Debt, Net of Tax represents
     costs incurred from the corporation's  repurchase in the first half of
     1997 of $89.5  million of its 8.125% notes and $10 million of its 7.7%
     medium-term notes.



                                Page 5 of 6


<PAGE>



Weighted Average Shares Outstanding,  assuming dilution, at the end of 1997
     were  50.0  million,  up about 1  million  from  the end of 1996.  The
     corporation  adopted SFAS No. 128  "Earnings  Per Share" in the fourth
     quarter  of 1997 and,  accordingly,  has  restated  earnings-per-share
     amounts  for  all  prior  periods  presented.  EPS  assuming  dilution
     includes  the effect of stock  options,  restricted  stock  awards and
     units.

Cash and Liquidity
- ------------------

Cash and Cash  Equivalents  totaled  $5.8  million  at the end of the year,
     compared with $7.7 million at the end of 1996.

Short-term  Borrowings  and current  maturities  of long-term  debt totaled
     $163.3  million at December 31, 1997,  compared  with $31.8 million at
     year-end 1996. The increase is due largely to the corporation's use of
     commercial paper to retire a portion of its 8.125% notes.

Long-term  Debt  declined  by $116.4  million  to $462  million  due to the
     retirement of the 8.125% notes and a smaller share of INTELSAT debt as
     a result of a reduction of World  Systems'  ownership of INTELSAT from
     19.1% to 18.0% in March 1997.



                                Page 6 of 6


<PAGE>

<TABLE>
<CAPTION>
<S>                                       <C>            <C>                      <C>      <C>


                            COMSAT CORPORATION
           CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
                  (In millions, except per share amounts)


                                         For the Quarters Ended                For the Years Ended
                                             December 31,                           December 31,
                                         ----------------------                -------------------
                                           1997          1996                    1997       1996
                                         --------      --------                --------   --------

REVENUES                                 $141.4        $142.3                   $562.6    $545.1
                                         --------      --------                --------   --------

Operating expenses:
     Cost of services                      66.6          68.1                    263.9      247.1
     Depreciation and amortization         48.7          42.1                    184.2      155.3
     Research and development               3.1           3.9                      9.3       11.5
     General and administrative             5.2           5.5                     23.2       24.0
                                         --------      --------                --------   --------
     Total operating expenses             123.6         119.6                    480.6      437.9
                                         --------      --------                --------   --------


OPERATING INCOME                           17.8          22.7                     82.0      107.2

Interest and other income (expense), net   (3.7)         (0.1)                    (3.1)      (7.4)
Interest expense, net of amounts
  capitalized                              (11.0)        (8.9)                   (42.0)     (34.7)
Gain on sale of land                           -            -                      7.3          -
                                         --------      --------                --------   --------

Income from continuing operations 
  before taxes and extraordinary item        3.1         13.7                     44.2       65.1

Income tax expense                          (1.1)        (5.2)                   (15.6)     (28.9)
                                         --------      --------                --------   --------

INCOME FROM CONTINUING OPERATIONS
  BEFORE EXTRAORDINARY ITEM                  2.0          8.5                     28.6       36.2

Loss from discontinued operations 
  (net of tax)                             (30.0)       (20.0)                   (89.1)     (27.6)
                                         --------      --------                --------   --------

Income (loss) before extraordinary item    (28.0)       (11.5)                   (60.5)       8.6

Extraordinary loss from early
  extinguishment of debt (net of tax)          -            -                     (3.9)         -
                                         --------      --------                --------   --------

NET INCOME (LOSS)                         ($28.0)       ($11.5)                 ($64.4)       $8.6
                                         ========      ========                ========   ========

EARNINGS (LOSS) PER COMMON SHARE-BASIC
     Income from continuing operations
       before extraordinary item           $0.04         $0.18                   $0.58      $0.76
     Discontinued operations               (0.61)        (0.42)                  (1.82)     (0.58)
     Extraordinary loss                        -             -                   (0.08)         -
                                         --------      --------                --------   --------

Net Income (loss)                         ($0.57)       ($0.24)                 ($1.32)     $0.18
                                         ========      ========                ========   ========

EARNINGS (LOSS) PER COMMON SHARE
     -ASSUMING DILUTION
     Income from continuing operations
       before extraordinary item           $0.04         $0.17                   $0.57      $0.74
     Discontinued operations               (0.59)        (0.41)                  (1.78)     (0.56)
     Extraordinary loss                        -             -                   (0.08)         -
                                         --------      --------                --------   --------

     Net Income (loss)                    ($0.55)       ($0.24)                 ($1.29)    ($0.18)
                                         ========      ========                ========   ========

Average shares-basic                        49.3          48.2                    48.9       47.9
Average shares-assuming dilution            50.7          49.2                    50.0       48.9


</TABLE>

NOTE:
The condensed  consolidated income statements have been restated to reflect
Ascent  Entertainment  Group and  substantially  all of the  operations  of
COMSAT RSI as discontinued  operations as of June 30, 1997. The Corporation
adopted SFAS No. 128,  "Earnings Per Share" in the fourth  quarter of 1997,
and  accordingly,  has restated  earnings  per share  amounts for all prior
periods presented.


                                  -more-

<PAGE>

<TABLE>
<CAPTION>
<S>                          <C>         <C>       <C>      <C>       <C>         <C>       <C>       <C>       <C>        <C>


                            COMSAT CORPORATION
             OPERATING RESULTS BY BUSINESS SEGMENT (UNAUDITED)
                               (In millions)


                                                   1997                                              1996
                             ------------------------------------------------    -----------------------------------------------
                               QTR 1     QTR 2     QTR 3     QTR 4     TOTAL       QTR 1    QTR 2     QTR 3     QTR 4     TOTAL
                             ------------------------------------------------    -----------------------------------------------

REVENUES
- --------
Satellite Services
     World Systems            $66.8     $66.5     $66.0     $63.6     $262.9      $65.6    $67.5     $67.1     $72.8     $273.0
     Mobile Communications     38.6      43.3      44.2      41.7      167.8       42.1     40.5      39.9      38.4      160.9
                             ------------------------------------------------    -----------------------------------------------
Total Satellite Services      105.4     109.8     110.2     105.3      430.7      107.7    108.0     107.0     111.2      433.9
                             ------------------------------------------------    -----------------------------------------------

Network Services
     International             16.4      21.0      25.1      27.2       89.7       11.9     12.3      15.6      18.3       58.1
     Laboratories               8.1       9.7       8.9       9.6       36.3        6.5      7.5      16.9      12.8       43.7
     Government Programs       11.0      11.3      11.2      10.5       44.0        7.1     10.6      10.8      12.2       40.7
                             ------------------------------------------------    -----------------------------------------------
Total Network Services         35.5      42.0      45.2      47.3      170.0       25.5     30.4      43.3      43.3      142.5

Eliminations and other         (7.4)     (9.4)    (10.1)    (11.2)     (38.1)      (5.0)    (5.7)     (8.4)    (12.2)     (31.3)
                             ------------------------------------------------    -----------------------------------------------

TOTAL REVENUES               $133.5    $142.4    $145.3    $141.4     $562.6     $128.2   $132.7    $141.9    $142.3     $545.1
                             ================================================    ===============================================


                                                   1997                                              1996
                             ------------------------------------------------    -----------------------------------------------
                               QTR 1     QTR 2     QTR 3     QTR 4     TOTAL       QTR 1    QTR 2     QTR 3     QTR 4     TOTAL
                             ------------------------------------------------    -----------------------------------------------

OPERATING INCOME (LOSS)
- -----------------------

Satellite Services
     World Systems            $28.1     $27.2     $22.3     $22.8     $100.4      $25.6    $24.1     $24.4     $30.5     $104.6
     Mobile Communications      5.5       5.4       6.8       5.4       23.1       13.9     11.4       7.3      (0.7)      31.9
                             ------------------------------------------------    -----------------------------------------------
Total Satellite Services       33.6      32.6      29.1      28.2      123.5       39.5     35.5      31.7      29.8      136.5
                             ------------------------------------------------    -----------------------------------------------

Network Services
     International             (4.5)     (2.1)     (3.9)     (3.5)     (14.0)      (3.9)    (4.6)     (3.6)     (5.2)     (17.3)
     Laboratories              (0.1)     (0.2)     (1.0)     (0.7)      (2.0)      (1.0)    (0.9)      8.4       0.6        7.1
     Government Programs        0.3       0.5      (0.3)     (0.9)      (0.4)       0.6      1.5       1.4       1.6        5.1
                             ------------------------------------------------    -----------------------------------------------
Total Network Services         (4.3)     (1.8)     (5.2)     (5.1)     (16.4)      (4.3)    (4.0)      6.2      (3.0)      (5.1)
                             ------------------------------------------------    -----------------------------------------------

Total segment operating income 29.3      30.8      23.9      23.1      107.1       35.2     31.5      37.9      26.8      131.4

General and administrative 
  expenses                     (5.8)     (6.8)     (5.4)     (5.2)     (23.2)      (7.1)    (5.5)     (5.9)     (5.5)     (24.0)

Other                          (0.3)     (0.6)     (0.9)     (0.1)      (1.9)      (0.7)     0.2      (1.1)      1.4       (0.2)
                             ------------------------------------------------    -----------------------------------------------

TOTAL OPERATING INCOME        $23.2     $23.4     $17.6     $17.8      $82.0      $27.4    $26.2     $30.9     $22.7     $107.2
                             ================================================    ===============================================
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                            <C>       <C>      <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>

                            COMSAT CORPORATION
             OPERATING RESULTS BY BUSINESS SEGMENT (UNAUDITED)
                               (In millions)



                                                   1997                                              1996
                             ------------------------------------------------    -----------------------------------------------
                               QTR 1     QTR 2     QTR 3     QTR 4     TOTAL       QTR 1    QTR 2     QTR 3     QTR 4     TOTAL
                             ------------------------------------------------    -----------------------------------------------

DEPRECIATION AND AMORTIZATION
- -----------------------------

Satellite Services
     World Systems            $23.8     $23.8     $24.6     $25.2      $97.4      $21.8    $22.9     $23.4     $23.6      $91.7
     Mobile Communications     13.3      14.2      14.8      14.9       57.2        9.7     11.0      11.7      12.8       45.2
                             ------------------------------------------------    -----------------------------------------------
Total Satellite Services       37.1      38.0      39.4      40.1      154.6       31.5     33.9      35.1      36.4      136.9
                             ------------------------------------------------    -----------------------------------------------

Network Services
     International              5.5       5.9       6.9       7.3       25.6        2.9      3.1       4.0       4.8       14.8
     Laboratories               0.2       0.3       0.2       0.3        1.0        0.2      0.3       0.2       0.3        1.0
     Government Programs        0.1       0.1       0.1       0.1        0.4        0.2      0.1       0.1       0.1        0.5
                             ------------------------------------------------    -----------------------------------------------
Total Network Services          5.8       6.3       7.2       7.2       27.0        3.3      3.5       4.3       5.2       16.3

Other                           0.5       0.6       0.6      0.9         2.6        0.5)     0.5       0.6       0.5        2.1 
                             ------------------------------------------------    -----------------------------------------------

Total depreciation
  and amortization            $43.4     $44.9     $47.2     $48.7     $184.2      $35.3    $37.9     $40.0     $42.1     $155.3
                             ================================================    ===============================================


                                                   1997                                              1996
                             ------------------------------------------------    -----------------------------------------------
                               QTR 1     QTR 2     QTR 3     QTR 4     TOTAL       QTR 1    QTR 2     QTR 3     QTR 4     TOTAL
                             ------------------------------------------------    -----------------------------------------------

EBITDA
- ------

Satellite Services
     World Systems            $51.9     $51.0     $46.9     $48.0     $197.8      $47.4    $47.0     $47.8     $54.1     $196.3
     Mobile Communications     18.8      19.6      21.6      20.3       80.3       23.6     22.4      19.0      12.1       77.1
                             ------------------------------------------------    -----------------------------------------------
Total Satellite Services       70.7      70.6      68.5      68.3      278.1       71.0     69.4      66.8      66.2      273.4
                             ------------------------------------------------    -----------------------------------------------

Network Services
     International              1.0       3.8       3.0       3.8       11.6       (1.0)    (1.5)      0.4      (0.4)      (2.5)
     Laboratories               0.1       0.1      (0.8)     (0.4)      (1.0)      (0.8)    (0.6)      8.6       0.9        8.1
     Government Programs        0.4       0.6      (0.2)     (0.8)       0.0        0.8      1.6       1.5       1.7        5.6
                             ------------------------------------------------    -----------------------------------------------
Other                          (5.6)     (6.8)     (5.7)     (4.4)     (22.5)      (7.3)    (4.8)     (6.4)     (3.6)     (22.1)
                             ------------------------------------------------    -----------------------------------------------

Total EBITDA                  $66.6     $68.3     $64.8     $66.5     $266.2      $62.7    $64.1     $70.9     $64.8     $262.5
                             ================================================    ===============================================

</TABLE>



NOTE:
EBITDA   (earnings  before   interest,   income  taxes,   depreciation  and
amortization)  is calculated by adding  depreciation  and  amortization and
operating  income  (loss).  Other  includes G&A expenses and Other from the
Operating income (loss) section.





<PAGE>





                            COMSAT CORPORATION
                   CONDENSED BALANCE SHEETS (UNAUDITED)
                               (In millions)

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                        December 31,        December 31,
                                           1997                1996
                                        ------------        ------------

CURRENT ASSETS:

Receivables                                $147.6               $134.0
Other current assets                         28.1                 26.0
Net assets of discontinued operations       142.5                378.2
                                        ------------        ------------
Total current assets                        318.2                538.2

PROPERTY, NET                              1359.3               1323.0
OTHER ASSETS                                217.3                236.1
                                        ------------        ------------
TOTAL ASSETS                              $1894.8              $2097.3
                                        ============        ============

CURRENT LIABILITIES:

Short-term borrowings                      $163.3                $31.8
Other current liabilities                   133.3                130.8
                                        ------------        ------------

Total current liabilities                   296.6                162.6
                                        ------------        ------------

LONG-TERM DEBT                              462.0                578.4
OTHER NONCURRENT LIABILITIES                349.9                314.5
PREFERRED SECURITIES ISSUED BY SUBSIDIARY   200.0                200.0
STOCKHOLDERS' EQUITY                        586.3                841.8
                                        ------------        ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY  $1894.8              $2097.3
                                        ============        ============
</TABLE>

NOTE:
The  condensed  consolidated  balance  sheets have been restated to reflect
Ascent Entertainment Group and COMSAT RSI as discontinued operations.


                                 --more--

<PAGE>



                            COMSAT CORPORATION
                CONDENSED CASH FLOW STATEMENTS (UNAUDITED)
                               (In millions)

                                             For The Years Ended
                                        --------------------------
                                        December 31,        December 31,
                                           1997                 1996
                                        ------------        ------------
OPERATING ACTIVITIES:

Net income (loss)                          ($64.4)               $8.6
Adjustments to reconcile net 
  income (loss) to net cash
  provided by continuing operations         277.2               182.9
Changes in assets and liabilities             0.9                38.2
Other                                        (8.1)                2.1
                                        ------------        ------------

Net cash provided by operating
  activities of continuing operations       205.6               231.8
Net cash used by discontinued operations    (36.9)              (35.0)
                                        ------------        ------------

Net cash provided by operating activities   168.7               196.8
                                        ------------        ------------

INVESTING ACTIVITIES:

Purchase of property and equipment         (254.3)             (267.3)
Proceeds from sale of land and
  investments                                37.5                26.1
Other                                        (4.2)                7.4
                                        ------------        ------------
Net cash used in investing activities      (221.0)             (233.8)
                                        ------------        ------------

FINANCING ACTIVITIES:

Net short-term borrowings                   131.5                18.0
Repayment of long term debt                (114.9)               (9.8)
Dividends paid                              (17.0)              (37.7)
Other                                        50.8               (37.7)
                                        ------------        ------------

Net cash provided (used) by
  financing activities                       50.4               (67.2)
                                        ------------        ------------

NET INCREASE (DECREASE) IN CASH 
  AND CASH EQUIVALENTS                       (1.9)             (104.2)

CASH AND CASH EQUIVALENTS, 
  BEGINNING OF YEAR                           7.7               111.9
                                        ------------        ------------

CASH AND CASH EQUIVALENTS, END OF YEAR       $5.8                $7.7
                                        ============        ============

NOTE:

Ascent  Entertainment  Group, Inc. common shares were distributed to COMSAT
shareholders in a non-cash dividend in June 1997.


                                   # # #








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