Fitch Rates 'BBB' Comcast Notes; Outlook Remains Positive.

CHICAGO -- Fitch has assigned a 'BBB' rating to Comcast Corporation's (Comcast) proposed offering of senior unsecured notes in three tranches totaling approximately $2.25 billion. The proceeds from the offering are expected to be used to reduce outstanding commercial paper balances and for general corporate purposes. The Rating Outlook for all of Comcast's ratings is Positive. As of the end of the third quarter, Comcast had approximately $22.5 billion of debt outstanding.

Fitch's ratings incorporate Comcast's solid operating performance indicative of the scale the company enjoys as the largest multiple systems operator (MSO) in the United States. Driving Comcast's operating performance is the stability of its basic subscriber base, the continued diversification of the company's revenue-generating unit base and revenue base, and expanding operating margins. Central to the diversification of its revenue and revenue-generating subscriber base is the growth Comcast has experienced with advanced digital subscribers and high speed data (HSD) subscribers. The introduction of Comcast's telephony service, which is available to 12 million households in 21 markets, will further diversify the company's revenue base and strengthen its product bundle. Additionally, Fitch believes that Comcast's recent announcement to integrate wireless service into the its service portfolio is a positive development for the company's operating profile. However, in Fitch's view the success and any competitive advantage Comcast may enjoy will be predicated on the depth of integration the company is able to achieve with the wireless product and its core cable products relative to a likely similar offering from the RBOCs (regional bell operating companies).

In Fitch's opinion, Comcast's credit profile continues to improve based on a growing base of revenue generating units, expanding penetration of advance services, ARPUs, and operating margins. Comcast's leverage metric (total debt excluding exchangeable debt to LTM EBITDA) was 2.7 times (x) as of the end of the third quarter of 2005, an improvement from 2.9x as of year-end 2004. Fitch believes that by year-end 2005, Comcast's leverage should approach 2.5x. For the September year-to-date period, Comcast generated free cash flow (defined as cash from operations less capital expenditures and dividends) of approximately $1.6 billion when adjusting for one-time payments.

Fitch's Positive Rating Outlook reflects Comcast's strengthened financial performance and capital structure, which have driven steady improvement in the company's credit metrics over the past two years, as well as Fitch's expectation of continued positive operating trends, sustainable free cash flow generation, and improving credit protection metrics. Factors that would lead Fitch to upgrade Comcast to 'BBB+' include demonstrating through continued strong operating results that the company will meet its 2005 operating and financial objectives. Fitch would target leverage in the range of 2.5x - 2.75x for a 'BBB+' rated large MSO. These factors are balanced with the potential for the company to adopt a more aggressive financial policy related to share repurchases and dividends.

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