Fitch Upgrades Comcast's IDR to 'BBB+'; Stable Rating Outlook.

CHICAGO -- Fitch has upgraded the ratings assigned to Comcast Corporation's (Comcast) senior unsecured debt and the issuer default rating (IDR) to 'BBB+' from 'BBB'. Additionally, Fitch has taken other rating actions, including upgrading the IDR and senior unsecured debt ratings assigned to the company's subsidiaries that hold substantially all of its cable business as listed at the end of this release. The Rating Outlook for all of Comcast's ratings is Stable. Fitch's rating action effects approximately $22.6 billion of debt outstanding as of the end of the third quarter of 2005.

The rating action reflects Fitch's belief that Comcast is well positioned to capitalize on its scale as the largest multiple systems operator in the country to generate sustainable EBITDA and free cash flow growth over Fitch's rating horizon. Comcast's scale uniquely positions the company to lower its programming costs and drive further operating cost efficiencies within its cable plant as well as providing internally generated content and entering into key investments or partnerships with content providers and vendors that provide Comcast a competitive advantage. The rating upgrade incorporates Fitch's expectation that Comcast will continue to drive solid operating metrics in an operating environment that Fitch anticipates will be increasingly competitive. Fitch believes that the continued penetration of advanced digital video services and the growth of high margin, high speed data services coupled with the introduction of digital telephone service, which is available to 15 million households in 21 markets, drives the diversification of the company's revenue generating units, increases ARPU, and, importantly, strengthens the company's overall competitive position. Additionally, Fitch believes that the company's recent announcement to integrate wireless service into the company's 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 Comcast is able to achieve with the wireless product and its core cable products relative to a likely similar offering from the RBOCs.

Capitalizing on the company's strengthened financial performance, Comcast has demonstrated steady improvement in the company's credit metrics over the past two years. The company's leverage, including the exchangeable notes has decreased to 2.7 times (x) on an LTM basis as of third-quarter 2005, an improvement from 4.2x at the end of 2003. Fitch expects that the pace of credit metric improvement will slow somewhat during 2006 as the company's financial policy has shifted away from debt reduction to focus on returning capital to shareholders. During 2006, Fitch anticipates that the company will utilize free cash flow generation to continue to return significant amounts of capital to its shareholders as well as make strategic investments that the company believes will further differentiate its product offering from competition. During the third-quarter 2005 period, Comcast repurchased approximately $752 million of stock. As of Sept. 30, 2005, approximately $1.256 billion of stock repurchase capacity remains under the board-approved stock repurchase program. Fitch believes that the company's financial policy will continue to focus on returning value to shareholders, primarily through share repurchases; however, incorporated into the ratings is Fitch's expectation that the company will maintain credit quality and financial flexibility indicative of the 'BBB+' rating category.

Fitch expects that total debt will increase during 2006, allowing for the financing of the Adelphia and Susquehanna Cable transactions and the refinancing of 2006 scheduled maturities totaling nearly $1.7 billion. Fitch believes that these transactions, along with the anticipated unwinding of the Insight Midwest, LP and the Texas and Kansas City Cable Partners, L.P. partnerships will strengthen the company's existing subscriber clusters, which, in Fitch's opinion, is a positive for Comcast's credit profile. Fitch believes that the execution risks surrounding the various acquisitions that are anticipated to close during 2006 are mitigated by the company's established track record of integrating acquired cable companies. Nonetheless, Fitch expects that operational improvements and related EBITDA growth will improve Comcast's leverage metric to nearly 2.5x by year-end 2006.

Fitch expects that Comcast will convert approximately 25% of EBITDA generated during 2006 into free cash flow (defined as cash from operations less capital expenditures and dividends). Free cash flow is expected to be pressured by increasing capital expenditures related to higher CPE expenditures and the continued roll out of Comcast's digital telephone service. In Fitch's opinion, the company's liquidity position is strong and is supported by expected free cash flow generation and its five-year $5.0 billion revolving credit facility. Additionally, the company's liquidity position is supported by the $1.2 billion of Time Warner, Inc. common stock held by Comcast.

In Fitch's view, the competitive threat posed by the DBS operators, ILECs, and new industry participants provide the greatest threat to destabilize Comcast's credit profile. Comcast currently competes head to head with the incumbent local exchange operators for high speed data customers, and over the near term, Fitch expects that high speed data customers will continue to be the competitive focus. Fitch believes that RBOCs' deployment plans for its fiber build presents more of a medium term risk to Comcast and will not pose a significant competitive threat to Comcast during 2006. Fitch believes the competitive risk will become more meaningful during 2007 and 2008. Fitch believes that the Comcast subscribers most susceptible to a competitive offer from the telephone companies will be subscribers that take only the basic tier video services. Fitch believes that it is critical for Comcast to capitalize on its window of opportunity relative to the RBOCs deployment of its fiber to migrate its analog subscriber base to the digital tier. It is important to note that in the face of the intense competition from the DBS operators and the ILECs that Comcast has been able to maintain a relatively stable basic subscriber base, rapidly expand and diversify its revenue generating base and drive increases in its ARPU per basic subscriber.

Fitch's Stable Rating Outlook reflects Fitch's expectation for Comcast to maintain a financial policy regarding returning value to shareholders from internally generated cash flow, the continuation of strong operating metrics and the unfettered integration of the Adelphia, Time Warner Cable, and Susquehanna Cable subscribers. A more aggressive financial policy such as debt-financed share repurchases or special dividends, or an erosion of the company's operating metrics due to competitive factors could lead to a revision of the company's Rating Outlook.

Fitch has taken the following rating actions:

Comcast Corporation

--Issuer default ratings (IDR) upgraded to 'BBB+' from 'BBB';

--$5.0 billion revolving bank facility (coborrower with Comcast Cable Communications Holdings, Inc.) rated 'BBB+';

--Commercial paper affirmed at 'F2'.

Comcast Cable Communications Holdings, Inc.

--IDR upgraded to 'BBB+' from 'BBB';

--Senior unsecured debt upgraded to 'BBB+' from 'BBB';

--$5.0 billion revolving bank facility (co borrower with Comcast) rated 'BBB+'.

Comcast Holdings Corporation

--IDR upgraded to 'BBB+' from 'BBB';

--Senior subordinated debentures upgraded to 'BBB' from 'BBB-';

--Subordinated exchangeable notes affirmed at 'BBB'.

Comcast Cable Communications, LLC 

--IDR upgraded to 'BBB+' from 'BBB';

--Senior unsecured debt upgraded to 'BBB+' from 'BBB'.

Comcast Cable Holdings, LLC

--IDR upgraded to 'BBB+' from 'BBB';

--Senior unsecured debt upgraded to 'BBB+' from 'BBB';

--TOPrs upgraded to 'BBB-' from 'BB+'.

Comcast MO Group, Inc.

--IDR upgraded to 'BBB+' from 'BBB';

--Senior unsecured debt upgraded to 'BBB+' from 'BBB';

Comcast MO of Delaware, LLC

--IDR upgraded to 'BBB+' from 'BBB';

--Senior unsecured debt upgraded to 'BBB+' from 'BBB'.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria, and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance, and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.