-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BcOV3CDHbFcPXQyBlPtFQ6FQgi43NyCv9EKT/2CR9/W2WVqBG0VyaqvXkK8+7HST yHzpGmztOLtjgSuKReWaNw== 0000912057-96-010855.txt : 19960529 0000912057-96-010855.hdr.sgml : 19960529 ACCESSION NUMBER: 0000912057-96-010855 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951028 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960528 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST CORP CENTRAL INDEX KEY: 0000022301 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 231709202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06983 FILM NUMBER: 96572886 BUSINESS ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 BUSINESS PHONE: 215-665-17 MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 8-K 1 FORM 8-K 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): October 28, 1995 COMCAST CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 0-6983 23-1709202 - --------------- ---------------- -------------- (State or other (Commission file (IRS employer jurisdiction of number) identification incorporation) 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 -------------- Item 5. Other Events. In October 1995, Comcast Corporation (the "Company") announced its agreement to acquire the cable television operations ("Scripps Cable") of The E.W. Scripps Company ("E.W. Scripps") in exchange for shares of the Company's Class A Special Common Stock, par value $1.00 per share (the "Class A Special Common Stock"), worth $1.575 billion (the "Base Consideration"), subject to certain closing adjustments (the "Scripps Transaction"). Scripps Cable passes approximately 1.2 million homes and serves approximately 800,000 subscribers, with over 60% of the subscribers located in Sacramento, California and Chattanooga and Knoxville, Tennessee. The acquisition is expected to close in the third quarter of 1996, subject to shareholder and regulatory approval and certain other conditions. Pursuant to the Agreement and Plan of Merger dated as of October 28, 1995 (the "Merger Agreement"), incorporated by reference herein, by and among the Company, E.W. Scripps, and Scripps Howard, Inc., a wholly owned subsidiary of E.W. Scripps, E.W. Scripps will distribute to its shareholders all assets other than Scripps Cable. Following such distribution, E.W. Scripps will be merged with and into the Company (the "Merger") and each share of E.W. Scripps common stock issued and outstanding immediately prior to the Merger will be converted into a portion of the shares of the Class A Special Common Stock to be paid as consideration in the Merger. Assuming that (i) closing adjustments made to the Base Consideration result in a $19.1 million increase in the purchase price (estimated solely for purposes of the unaudited pro forma condensed consolidated financial statements included herein), and (ii) the Class A Special Common Stock is valued, as described below, at $20.075 per share, the average closing price of the Class A Special Common Stock during a 20 trading day period ending shortly before the execution of the Merger Agreement, the Company would issue to E.W. Scripps shareholders an aggregate of approximately 79.4 million shares of Class A Special Common Stock in the Merger, representing approximately 29.2% of such class of stock oustanding as of March 31, 1996, on a pro forma basis. For purposes of determining the number of shares of Class A Special Common Stock to be delivered in the Merger, such stock will be valued on the basis of the average closing price of the Class A Special Common Stock on The Nasdaq Stock Market for 15 trading days randomly selected from the 40 trading day period ending shortly before the closing date (the "Comcast Share Price"); provided that the Comcast Share Price will be no greater than $23.09 and, except as provided below, no less than $17.06. If the Comcast Share Price is below $17.06, E.W. Scripps has the right to terminate the Merger Agreement, subject to the right of the Company to increase the number of shares of Class A Special Common Stock to be delivered in the Merger to that number of shares that would have been delivered if the Comcast Share Price were not subject to the minimum price of $17.06 or to such lower number of shares as may be agreed to by E.W. Scripps. 2 Although the Company believes the consummation of the Scripps Transaction is probable, no assurances can be given that the Scripps Transaction will occur at all or occur in the foregoing manner. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS The Company's Unaudited Pro Forma Condensed Consolidated Financial Statements are included in this Report and are listed in the Index to Unaudited Pro Forma Financial Information included immediately after the Exhibit Index of this Report. The audited combined financial statements of Scripps Cable for the year ended December 31, 1995 are incorporated by reference from the Form 8-K/A(3) of The E.W. Scripps Company (commission file no. 1-16914) dated May 10, 1996. The unaudited combined financial statements of Scripps Cable for the quarter ended March 31, 1996 are incorporated by reference from the Form 8-K/A(4) of The E.W. Scripps Company (commission file no. 1-16914) dated May 15, 1996. (b) EXHIBITS EXHIBIT NO. 10.1 Agreement and Plan of Merger, including certain exhibits thereto, dated as of October 28, 1995, by and among The E.W. Scripps Company, Scripps Howard, Inc. and Comcast Corporation (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 19, 1995). 23.1 Consent of Deloitte & Touche LLP. 3 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. Dated: May 28, 1996 COMCAST CORPORATION By: /s/ Lawrence S. Smith ----------------------- Lawrence S. Smith Executive Vice President 4 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 23.1 Consent of Deloitte & Touche LLP. COMCAST CORPORATION INDEX TO UNAUDITED PRO FORMA FINANCIAL INFORMATION Unaudited Pro Forma Financial Information F - 1 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1996 F - 2 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 1996 F - 3 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1995 F - 4 Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements F - 5 UNAUDITED PRO FORMA FINANCIAL INFORMATION In February 1995, the Company and Tele-Communications, Inc. ("TCI") acquired all of the outstanding stock of QVC, Inc. ("QVC") not previously owned by them (the "QVC Acquisition") for approximately $1.4 billion in cash. In October 1995, the Company announced its agreement to acquire the cable television operations ("Scripps Cable") of The E.W. Scripps Company ("E.W. Scripps") in exchange for shares of the Company's Class A Special Common Stock worth $1.575 billion, subject to certain closing adjustments (the "Scripps Transaction"). For a further description of the QVC Acquisition, the Scripps Transaction and certain related transactions, see the notes to unaudited pro forma condensed consolidated financial statements. The following unaudited pro forma condensed consolidated financial statements reflect the consolidated financial position of the Company and Scripps Cable as of March 31, 1996, their consolidated operations for the three months ended March 31, 1996 and their, along with QVC's, consolidated operations for the year ended December 31, 1995. See the notes to unaudited pro forma condensed consolidated financial statements for a description of the assumptions used in preparing these unaudited pro forma condensed consolidated financial statements. Although the Company believes consummation of the Scripps Transaction is probable, no assurances can be given that it will occur at all or occur in the manner assumed in the accompanying unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet assumes the Scripps Transaction occurred on March 31, 1996. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 1996 and for the year ended December 31, 1995 assume the QVC Acquisition and the Scripps Transaction occurred on January 1, 1995. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with: 1) the historical consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995; 2) the historical condensed consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; 3) the historical combined financial statements of Scripps Cable for the year ended December 31, 1995 incorporated by reference herein; and 4) the historical combined financial statements of Scripps Cable for the three months ended March 31, 1996 incorporated by reference herein. The results presented in the unaudited pro forma condensed consolidated statements of operations are not necessarily indicative of the results which actually would have occurred had the QVC Acquisition and the Scripps Transaction occurred on the dates indicated or which may result in the future. F-1 COMCAST CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET MARCH 31, 1996 (DOLLARS IN THOUSANDS)
(D) The Company Scripps Cable Pro Forma The Company Historical Historical Adjustments Pro Forma ----------- ------------- ----------- ----------- ASSETS Current Assets Cash, cash equivalents and short-term investments $709,725 $1,943 $ $711,668 Accounts receivable, net 367,789 12,147 379,936 Inventories, net 240,753 10,641 251,394 Prepaid charges and other 45,771 3,316 49,087 Deferred income taxes 62,287 5,421 67,708 ---------- -------- ---------- ----------- Total current assets 1,426,325 33,468 1,459,793 Investments, principally in affiliates 1,008,441 1,008,441 Property and Equipment, net 1,856,833 307,579 313,630 (E.1.) 2,478,042 Deferred Charges, net 5,366,331 142,736 1,410,670 (E.2.,6.) 6,919,737 ---------- -------- ---------- ----------- $9,657,930 $483,783 $1,724,300 $11,866,013 ---------- -------- ---------- ----------- ---------- -------- ---------- ----------- LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY Current Liabilities Accounts payable and accrued expenses $943,389 $31,622 ($3,341) (E.3.) $971,670 Current portion of long-term debt 66,183 66,183 ---------- -------- ---------- ----------- Total current liabilities 1,009,572 31,622 (3,341) 1,037,853 Long-term Debt, less current portion 7,101,045 7,101,045 Due to Affiliates 374,569 (374,569) (E.3.) Deferred Income Taxes 1,519,247 79,525 506,152 (E.6.) 2,104,924 Minority Interest and Other 919,636 8,725 (8,725) (E.3.) 919,636 Stockholders' (Deficiency) Equity Common stock 236,563 1,801 77,607 (E.4.,5.) 315,971 Additional capital 828,570 35,144 1,479,573 (E.4.,5.) 2,343,287 Accumulated deficit (1,997,138) (47,603) 47,603 (E.5.) (1,997,138) Unrealized gains on marketable securities 60,841 60,841 Cumulative translation adjustments (20,406) (20,406) ---------- -------- ---------- ----------- Total stockholders' (deficiency) equity (891,570) (10,658) 1,604,783 702,555 ---------- -------- ---------- ----------- $9,657,930 $483,783 $1,724,300 $11,866,013 ---------- -------- ---------- ----------- ---------- -------- ---------- -----------
See notes to unaudited pro forma condensed consolidated financial statements. F-2 COMCAST CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1996 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(D) The Company Scripps Cable Pro Forma The Company Historical Historical Adjustments Pro Forma ---------- ------------- ------------- ------------- Revenues, net $950,744 $76,250 ($247) (E.7.) $1,026,747 ---------- -------- -------- ---------- Operating, Selling, General and Administrative Expenses and Cost of Goods Sold 680,621 44,804 (247) (E.7.) 725,178 Depreciation and Amortization 156,873 15,511 33,442 (E.8.) 205,826 ---------- -------- -------- ---------- 837,494 60,315 33,195 931,004 ---------- -------- -------- ---------- Operating Income 113,250 15,935 (33,442) 95,743 Investment (Income) Expense Interest expense 134,814 8,698 (8,698) (E.9.) 134,814 Investment income (18,645) (18,645) Equity in net losses of affiliates 34,502 34,502 Other 11,389 28 11,417 ---------- -------- -------- ---------- 162,060 8,726 (8,698) 162,088 ---------- -------- -------- ---------- (Loss) Income Before Income Tax Expense (Benefit) and Minority Interest (48,810) 7,209 (24,744) (66,345) Income Tax Expense (Benefit) 864 2,911 (7,685) (E.10.) (3,910) Minority Interest (15,070) (15,070) ---------- -------- -------- ---------- (Loss) Income from Continuing Operations ($34,604) $4,298 ($17,059) ($47,365) ---------- -------- -------- ---------- ---------- -------- -------- ---------- Loss from Continuing Operations Per Share ($0.14) ($0.15) ---------- ---------- ---------- ---------- Weighted Average Number of the Company's Common Shares Outstanding During the Period 239,421 79,408 (E.11.) 318,829 ---------- -------- ---------- ---------- -------- ----------
See notes to unaudited pro forma condensed consolidated financial statements. F-3 COMCAST CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1995 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
QVC The Company QVC Pro Forma Historical Historical Adjustments ----------- ---------- ----------- Revenues, net $3,362,946 $131,469 ($1,095) (B.1.) ---------- -------- -------- Operating, Selling, General and Administrative Expenses and Cost of Goods Sold 2,344,103 108,044 (469) (B.1.) Depreciation and Amortization 689,052 5,001 4,781 (B.2.) ---------- -------- -------- 3,033,155 113,045 4,312 ---------- -------- -------- Operating Income 329,791 18,424 (5,407) Investment (Income) Expense Interest expense 524,727 125 12,256 (B.3.) Investment income (229,848) (1,634) 348 (B.4.) Equity in net losses of affiliates 86,618 2,285 5,480 (B.5.) Other (6,296) ---------- -------- -------- 375,201 776 18,084 ---------- -------- -------- (Loss) Income Before Income Tax Expense and Minority Interest (45,410) 17,648 (23,491) Income Tax Expense 42,171 8,055 (8,134) (B.6.) Minority Interest (49,732) (802) (B.7.) ---------- -------- -------- (Loss) Income from Continuing Operations ($37,849) $9,593 ($14,555) ---------- -------- -------- ---------- -------- -------- Loss from Continuing Operations Per Share ($0.16) ---------- ---------- Weighted Average Number of the Company's Common Shares Outstanding During the Period 239,679 ---------- ---------- The Company (D) The Company Pro Forma Scripps Cable Pro Forma with Scripps Cable Pro Forma with QVC and QVC Historical Adjustments Scripps Cable ---------- ------------- ------------- ------------- Revenues, net $3,493,320 $279,482 ($766) (E.7.) $3,772,036 ---------- -------- -------- ---------- Operating, Selling, General and Administrative Expenses and Cost of Goods Sold 2,451,678 162,810 (766) (E.7.) 2,613,722 Depreciation and Amortization 698,834 54,099 134,248 (E.8.) 887,181 ---------- -------- -------- ---------- 3,150,512 216,909 133,482 3,500,903 ---------- -------- -------- ---------- Operating Income 342,808 62,573 (134,248) 271,133 Investment (Income) Expense Interest expense 537,108 35,258 (34,915) (E.9.) 537,451 Investment income (231,134) (231,134) Equity in net losses of affiliates 94,383 94,383 Other (6,296) (2,288) (8,584) ---------- -------- -------- ---------- 394,061 32,970 (34,915) 392,116 ---------- -------- -------- ---------- (Loss) Income Before Income Tax Expense and Minority Interest (51,253) 29,603 (99,333) (120,983) Income Tax Expense 42,092 11,913 (30,691) (E.10.) 23,314 Minority Interest (50,534) (50,534) ---------- -------- -------- ---------- (Loss) Income from Continuing Operations ($42,811) $17,690 ($68,642) ($93,763) ---------- -------- -------- ---------- ---------- -------- -------- ---------- Loss from Continuing Operations Per Share ($0.18) ($0.29) ---------- ---------- ---------- ---------- Weighted Average Number of the Company's Common Shares Outstanding During the Period 239,679 79,408 (E.11.) 319,087 ---------- -------- ---------- ---------- -------- ----------
See notes to unaudited pro forma condensed consolidated financial statements. F-4 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS QVC A. SUMMARY OF TRANSACTIONS In February 1995, the Company and Tele-Communications, Inc. ("TCI") acquired all of the outstanding stock of QVC, Inc. and its subsidiaries ("QVC") not previously owned by them (approximately 65% of such shares on a fully diluted basis) for $46, in cash, per share (the "QVC Acquisition"), representing a total cost of approximately $1.4 billion. The QVC Acquisition, including the exercise of certain warrants held by the Company, was financed with cash contributions from the Company (see below) and TCI of $296.3 million and $6.6 million, respectively, borrowings of $1.1 billion under a $1.2 billion QVC credit facility and existing cash and cash equivalents held by QVC. Following the acquisition, the Company and TCI own, through their respective subsidiaries, 57.45% and 42.55%, respectively, of QVC. The Company, through a management agreement, is responsible for the day to day operations of QVC. The Company has accounted for the QVC Acquisition under the purchase method and QVC was consolidated with the Company effective February 1, 1995. QVC's historical results of operations included in the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 1995 represents QVC's historical results of operations for the month ended January 31, 1995. In January 1995, the Company exchanged its investments in Heritage Communications, Inc. ("Heritage") with TCI for approximately 13.3 million publicly-traded Class A common shares of TCI with a fair market value of approximately $290.0 million. Shortly thereafter, the Company sold approximately 9.1 million unrestricted TCI shares for total proceeds of approximately $188.1 million (collectively, the "Heritage Transaction"). As a result of these transactions, the Company recognized a pre-tax gain of $141.0 million in 1995. The Company's cash contribution in connection with the QVC Acquisition was funded, in part, by the cash proceeds from the Heritage Transaction, along with a borrowing of $80.0 million under a subsidiary's credit facility. F-5 B. PRO FORMA ADJUSTMENTS The following adjustments and elimination entries have been made to the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 1995 to reflect the QVC Acquisition: 1. Elimination of commissions and other payments by QVC to the Company. 2. Represents additional depreciation and amortization expense resulting from the increased fair market value of the assets acquired in excess of their historical book values and amortization of goodwill arising from the acquisition. Depreciation expense is based on a weighted average property and equipment life of approximately 7 years. Amortization expense assumes a life of 30 years for goodwill and 10 years for cable television distribution rights. Debt issuance costs are amortized over the term of the related debt. 3. Represents the increase in interest expense due to the incurrence of additional long-term indebtedness, at a weighted average interest rate of 8.3%. 4. Elimination of interest income on the Company's notes receivable from Heritage, which were exchanged for TCI Shares in connection with the Heritage Transaction. 5. Elimination of the Company's historical equity in the net income of QVC. The Company historically accounted for its investment in QVC under the equity method through the date of the QVC Acquisition. 6. Represents the adjustments to the tax provision resulting from the pro forma adjustments. 7. Represents the minority interest resulting from TCI's 42.55% interest in QVC. F-6 SCRIPPS CABLE C. SUMMARY OF TRANSACTIONS In October 1995, the Company announced its agreement to acquire the cable television operations ("Scripps Cable") of The E.W. Scripps Company ("E.W. Scripps") in exchange for shares of the Company's Class A Special Common Stock, par value $1.00 per share (the "Class A Special Common Stock"), worth $1.575 billion (the "Base Consideration"), subject to certain closing adjustments (the "Scripps Transaction"). Scripps Cable passes approximately 1.2 million homes and serves approximately 800,000 subscribers, with over 60% of the subscribers located in Sacramento, California and Chattanooga and Knoxville, Tennessee. The acquisition is expected to close in the third quarter of 1996, subject to shareholder and regulatory approval and certain other conditions. Pursuant to the Agreement and Plan of Merger dated as of October 28, 1995 (the "Merger Agreement"), incorporated by reference herein, by and among the Company, E.W. Scripps and Scripps Howard, Inc., a wholly owned subsidiary of E.W. Scripps, E.W. Scripps will distribute to its shareholders all assets other than Scripps Cable. Following such distribution, E.W. Scripps will be merged with and into the Company (the "Merger") and each share of E.W. Scripps common stock issued and outstanding immediately prior to the Merger will be converted into a portion of the shares of the Class A Special Common Stock to be paid as consideration in the Merger. Assuming that (i) closing adjustments made to the Base Consideration result in a $19.1 million increase in the purchase price (estimated solely for purposes of the unaudited pro forma condensed consolidated financial statements included herein), and (ii) the Class A Special Common Stock is valued, as described below, at $20.075 per share, the average closing price of the Class A Special Common Stock during a 20 trading day period ending shortly before the execution of the Merger Agreement, the Company would issue to E.W. Scripps shareholders an aggregate of approximately 79.4 million shares of Class A Special Common Stock in the Merger, representing approximately 29.2% of such class of stock oustanding as of March 31, 1996, on a pro forma basis. For purposes of determining the number of shares of Class A Special Common Stock to be delivered in the Merger, such stock will be valued on the basis of the average closing price of the Class A Special Common Stock on The Nasdaq Stock Market for 15 trading F-7 days randomly selected from the 40 trading day period ending shortly before the closing date (the "Comcast Share Price"); provided that the Comcast Share Price will be no greater than $23.09 and, except as provided below, no less than $17.06. If the Comcast Share Price is below $17.06, E.W. Scripps has the right to terminate the Merger Agreement, subject to the right of the Company to increase the number of shares of Class A Special Common Stock to be delivered in the Merger to that number of shares that would have been delivered if the Comcast Share Price were not subject to the minimum price of $17.06 or to such lower number of shares as may be agreed to by E.W. Scripps. Although the Company believes the consummation of the Scripps Transaction is probable, no assurances can be given that the Scripps Transaction will occur at all or occur in the manner assumed in the accompanying unaudited pro forma condensed consolidated financial statements. D. BASIS OF PRESENTATION E.W. Scripps has historically been the holding company for its cable television businesses along with other operations. As noted above, in the Merger Agreement, E.W. Scripps intends to remove its non-cable television businesses through a distribution to its shareholders prior to the closing date. Accordingly, when the Company acquires E.W. Scripps, it will only be purchasing Scripps Cable. The historical combined financial statements of Scripps Cable included in the unaudited pro forma condensed consolidated financial statements represent the net assets that the Company will be acquiring and exclude the assets, liabilities and results of operations of the non-cable television operations of E.W. Scripps. E. PRO FORMA ADJUSTMENTS The following adjustments and elimination entries have been made to the unaudited pro forma condensed consolidated balance sheet to reflect the Scripps Transaction: 1. Represents the estimated fair value of the property and equipment to be acquired in the Scripps Transaction in excess of the historical book value of such property and equipment ($313.6 million). The estimated fair value of the acquired property F-8 and equipment is subject to adjustment upon receipt by the Company of an independent appraisal of Scripps Cable. 2. Represents the allocation of the total consideration in the Scripps Transaction to deferred charges ($904.5 million), principally to franchise acquisition costs and subscriber lists. The purchase price allocation is subject to adjustment upon receipt by the Company of an independent appraisal of Scripps Cable. 3. Represents the elimination of certain liabilities which will not be assumed by the Company in the Scripps Transaction pursuant to the terms of the Merger Agreement (primarily income taxes payable, accruals for commitments and contingencies and amounts payable by Scripps Cable to E.W. Scripps) ($386.6 million in total). 4. Represents the par value of the Class A Special Common Stock to be issued by the Company for Scripps Cable ($79.4 million) and the related additional capital ($1.515 billion), assuming that the closing adjustments made to the Base Consideration result in a $19.1 million increase in the purchase price (estimated solely for purposes of the unaudited pro forma condensed consolidated financial statements), and assuming a Comcast Share Price of $20.075 per share. 5. Represents the elimination of Scripps Cable's historical equity. 6. Represents goodwill and deferred income taxes resulting from differences in the book and tax bases of the assets of Scripps Cable arising from the acquisition ($506.2 million). The following adjustments and elimination entries have been made to the unaudited pro forma condensed consolidated statements of operations to reflect the Scripps Transaction: 7. Represents the elimination of commissions paid by QVC to Scripps Cable. 8. Represents additional depreciation and amortization expense resulting from the increased fair market value of the assets acquired in excess of their historical book values and amortization of goodwill arising from the acquisition, offset, in part, by the elimination of Scripps Cable's historical goodwill amortization. Depreciation expense is based on a weighted average property and equipment life of approximately 10 years. Property and equipment of Scripps Cable principally consists of operating facilities, which is typically depreciated over a period of 12 years by the Company. Amortization expense is based on an average life for deferred charges and goodwill of 12 and 20 years, respectively. F-9 9. Represents the elimination of Scripps Cable's historical interest expense on balances due to affiliates. 10. Represents the adjustments to the tax provision resulting from the pro forma adjustments. 11. Represents the additional shares of Class A Special Common Stock to be issued in connection with the Scripps Transaction. F-10 EX-23.1 2 CONSENT OF DELOITTE & TOUCHE LLP INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the following Registration Statements of Comcast Corporation and its subsidiaries on Forms S-3 and S-8 of our report dated February 22, 1996 relating to the financial statements of Scripps Cable appearing in Amendment Number 3 on Form 8-K/A dated May 10, 1996 to E.W. Scripps' Report on Form 8-K dated December 28, 1995. Registration Statements on Form S-8: - ------------------------------------ Title of Securities Registered Registration Statement Number - ------------------------------ ----------------------------- The Comcast Corporation Retirement Investment Plan 33-41440 The Comcast Corporation Retirement Investment Plan 33-63223 Storer Communications Retirement Savings Plan 33-54365 Stock Option Plans 33-25105 Stock Option Plans 33-56903 Registration Statements on Form S-3: - ------------------------------------ Title of Securities Registered Registration Statement Number - ------------------------------ ----------------------------- Senior Debentures; Senior Subordinated Debentures; Subordinated Debentures; Preferred Stock, without par value; Depository Shares representing Preferred Stock; Class A Common Stock, $1.00 par value; Class A Special Common Stock, $1.00 par value and Warrants 33-40386 Class A Special Common Stock $1.00 par value 33-46988 Senior Debentures, Senior Subordinated Debentures and Subordinated Debentures 33-57410 Senior Debentures; Senior Subordinated Debentures; Subordinated Debentures; Preferred Stock, without par value; Depository Shares representing Preferred Stock; Class A Common Stock, $1.00 par value; Class A Special Common Stock, $1.00 par value and Warrants 33-50785 /s/Deloitte & Touche LLP Cincinnati, Ohio May 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----