PROPOSED COMCAST/DISNEY COMBINATION

PROPOSAL OVERVIEW

Comcast has proposed to merge with Disney in a combination that would create one of the world’s premier entertainment and communications companies. The combined company will have an unparalleled distribution platform and an extraordinary portfolio of content assets.

PROPOSAL TERMS

Comcast would issue .78 of a share of Comcast Class A voting common stock for each Disney share.

Disney shareholders would receive a premium of over $5 billion based on the February 10, 2004 closing price, plus full participation in the combination benefits.

Comcast’s proposal values Disney at $66 billion (including assumption of $11.9 billion of Disney’s net debt), offering a multiple of approximately 14x Disney’s 2004 estimated EBITDA.

Disney shareholders would own 42% of the combined company.

The combined company would have a market cap of $122 billion, annual revenues (2003) of $45 billion, and EBITDA (2003) of $10 billion.


Distribution Platforms Entertainment Brands

COMBINED COMPANY

Distribution Platforms Entertainment Brands

Broadband Cable Platform
- 21.47 MM subscribers
- 39.8 MM homes passed
- Top 25 market presence
High Speed Internet Platform
- 5.28 MM subscribers

TV and Radio Assets
- ABC Television Network
- 10 local TV stations
- 72 radio stations
Sports Networks
- ESPN, ESPN2
- Regional Sports Nets
- The Golf Channel
- Outdoor Life Network
Children’s Networks
- Disney Channel
- Toon Disney
Entertainment Networks
- E! Entertainment
- ABC Family
- Style
Studio and Filmed Entertainment Library
Amusement Park Assets