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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2011
OR
| ¨ | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Transition Period from to
Commission File Number 001-32871
COMCAST CORPORATION
(Exact name of registrant as specified in its charter)
| PENNSYLVANIA | 27-0000798 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| One Comcast Center, Philadelphia, PA | 19103-2838 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (215) 286-1700
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesx No¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ¨ No x
As of September 30, 2011, there were 2,092,580,146 shares of our Class A common stock, 622,816,473 shares of our Class A Special common stock and 9,444,375 shares of our Class B common stock outstanding.
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This Quarterly Report on Form 10-Q is for the three and nine months ended September 30, 2011. This Quarterly Report modifies and supersedes documents filed prior to this Quarterly Report. The Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report. Throughout this Quarterly Report, we refer to Comcast Corporation as “Comcast;” Comcast and its consolidated subsidiaries, including NBCUniversal, as “we,” “us” and “our;” and Comcast Holdings Corporation as “Comcast Holdings.”
You should carefully review the information contained in this Quarterly Report and particularly consider any risk factors set forth in this Quarterly Report and in other reports or documents that we file from time to time with the SEC. In this Quarterly Report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify these so-called “forward-looking statements” by words such as “may,” “will,” “should,” “expects,” “believes,” “estimates,” “potential,” or “continue,” or the negative of those words, and other comparable words. You should be aware that those statements are only our predictions. In evaluating those statements, you should specifically consider various factors, including the risks outlined below and in other reports we file with the SEC. Actual events or our actual results may differ materially from any of our forward-looking statements. We undertake no obligation to update any forward-looking statements.
Our businesses may be affected by, among other things, the following:
| • | our businesses currently face a wide range of competition, and our businesses and results of operations could be adversely affected if we do not compete effectively |
| • | changes in technology and consumer behavior may adversely affect our businesses and results of operations |
| • | programming expenses for our video services are increasing, which could adversely affect our future results of operations |
| • | as a result of the NBCUniversal transaction, our businesses are subject to the conditions set forth in the NBCUniversal Order and the NBCUniversal Consent Decree, and there can be no assurance that these conditions will not have an adverse effect on our businesses and results of operations |
| • | we are subject to regulation by federal, state, local and foreign authorities, which may impose additional costs and restrictions on our businesses |
| • | weak economic conditions may have a negative impact on our results of operations and financial condition |
| • | a decline in advertising expenditures or changes in advertising markets could negatively impact our results of operations |
| • | NBCUniversal’s success depends on consumer acceptance of its content, which is difficult to predict, and our results of operations may be adversely affected if our content fails to achieve sufficient consumer acceptance or our costs to acquire content increase |
| • | the loss of our programming distribution agreements, or the renewal of these agreements on less favorable terms, could adversely affect our business |
| • | sales of DVDs have been declining |
| • | we rely on network and information systems and other technology, as well as key properties, and a disruption, failure or destruction of such networks, systems, technology or properties may disrupt our business |
| • | we may be unable to obtain necessary hardware, software and operational support |
| • | our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others |
| • | labor disputes, whether involving our own employees or sports leagues, may disrupt our operations and adversely affect our business |
| • | we may face a significant withdrawal liability if we withdraw from multiemployer pension plans or be required to make additional contributions under such plans |
| • | the other risk factors that are described in our Annual Report on Form 10-K for the year ended December 31, 2010 |
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PART I: FINANCIAL INFORMATION
Condensed Consolidated Balance Sheet
(Unaudited)
| (in millions, except share data) | September 30, 2011 | December 31, 2010 | ||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 1,806 | $ | 5,984 | ||||
Receivables, net | 4,096 | 1,855 | ||||||
Programming rights | 1,055 | 122 | ||||||
Other current assets | 1,625 | 925 | ||||||
Total current assets | 8,582 | 8,886 | ||||||
Film and television costs | 5,369 | 460 | ||||||
Investments | 9,575 | 6,670 | ||||||
Property and equipment, net | 27,441 | 23,515 | ||||||
Franchise rights | 59,442 | 59,442 | ||||||
Goodwill | 26,831 | 14,958 | ||||||
Other intangible assets, net | 17,386 | 3,431 | ||||||
Other noncurrent assets, net | 2,201 | 1,172 | ||||||
Total assets | $ | 156,827 | $ | 118,534 | ||||
Liabilities and Equity | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued expenses related to trade creditors | $ | 5,455 | $ | 3,291 | ||||
Accrued participations and residuals | 1,247 | — | ||||||
Accrued expenses and other current liabilities | 4,996 | 3,143 | ||||||
Current portion of long-term debt | 2,448 | 1,800 | ||||||
Total current liabilities | 14,146 | 8,234 | ||||||
Long-term debt, less current portion | 38,522 | 29,615 | ||||||
Deferred income taxes | 29,663 | 28,246 | ||||||
Other noncurrent liabilities | 11,657 | 7,862 | ||||||
Commitments and contingencies (Note 16) | ||||||||
Redeemable noncontrolling interests | 15,827 | 143 | ||||||
Equity: | ||||||||
Preferred stock—authorized, 20,000,000 shares; issued, zero | — | — | ||||||
Class A common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 2,458,040,896 and 2,437,281,651; outstanding, 2,092,580,146 and 2,071,820,901 | 25 | 24 | ||||||
Class A Special common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 693,751,237 and 766,168,658; outstanding, 622,816,473 and 695,233,894 | 7 | 8 | ||||||
Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding, 9,444,375 | — | — | ||||||
Additional paid-in capital | 41,079 | 39,780 | ||||||
Retained earnings | 13,236 | 12,158 | ||||||
Treasury stock, 365,460,750 Class A common shares and 70,934,764 Class A Special common shares | (7,517 | ) | (7,517 | ) | ||||
Accumulated other comprehensive income (loss) | (147 | ) | (99 | ) | ||||
Total Comcast Corporation shareholders’ equity | 46,683 | 44,354 | ||||||
Noncontrolling interests | 329 | 80 | ||||||
Total equity | 47,012 | 44,434 | ||||||
Total liabilities and equity | $ | 156,827 | $ | 118,534 | ||||
See accompanying notes to condensed consolidated financial statements.
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Condensed Consolidated Statement of Income
(Unaudited)
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| (in millions, except per share data) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Revenue | $ | 14,339 | $ | 9,489 | $ | 40,800 | $ | 28,216 | ||||||||
Costs and Expenses: | ||||||||||||||||
Operating costs and expenses | 9,765 | 5,911 | 27,359 | 17,336 | ||||||||||||
Depreciation | 1,540 | 1,377 | 4,504 | 4,167 | ||||||||||||
Amortization | 393 | 247 | 1,134 | 746 | ||||||||||||
| 11,698 | 7,535 | 32,997 | 22,249 | |||||||||||||
Operating income | 2,641 | 1,954 | 7,803 | 5,967 | ||||||||||||
Other Income (Expense): | ||||||||||||||||
Interest expense | (637 | ) | (545 | ) | (1,863 | ) | (1,612 | ) | ||||||||
Investment income (loss), net | (147 | ) | 109 | 3 | 210 | |||||||||||
Equity in net income (losses) of investees, net | (40 | ) | (40 | ) | (40 | ) | (98 | ) | ||||||||
Other income (expense), net | (12 | ) | (24 | ) | (82 | ) | (69 | ) | ||||||||
| (836 | ) | (500 | ) | (1,982 | ) | (1,569 | ) | |||||||||
Income before income taxes | 1,805 | 1,454 | 5,821 | 4,398 | ||||||||||||
Income tax expense | (639 | ) | (584 | ) | (2,249 | ) | (1,763 | ) | ||||||||
Net income from consolidated operations | 1,166 | 870 | 3,572 | 2,635 | ||||||||||||
Net (income) loss attributable to noncontrolling interests | (258 | ) | (3 | ) | (699 | ) | (18 | ) | ||||||||
Net income attributable to Comcast Corporation | $ | 908 | $ | 867 | $ | 2,873 | $ | 2,617 | ||||||||
Basic earnings per common share attributable to Comcast Corporation shareholders | $ | 0.33 | $ | 0.31 | $ | 1.04 | $ | 0.93 | ||||||||
Diluted earnings per common share attributable to Comcast Corporation shareholders | $ | 0.33 | $ | 0.31 | $ | 1.03 | $ | 0.93 | ||||||||
Dividends declared per common share attributable to Comcast Corporation shareholders | $ | 0.1125 | $ | 0.0945 | $ | 0.3375 | $ | 0.2835 | ||||||||
See accompanying notes to condensed consolidated financial statements.
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Condensed Consolidated Statement of Comprehensive Income
(Unaudited)
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| (in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Net income from consolidated operations | $ | 1,166 | $ | 870 | $ | 3,572 | $ | 2,635 | ||||||||
Unrealized gains (losses) on marketable securities, net of deferred taxes of $—, $—, $(3) and $— | — | 1 | 5 | 2 | ||||||||||||
Deferred gains (losses) on cash flow hedges, net of deferred taxes of $35, $21, $33 and $45 | (59 | ) | (37 | ) | (57 | ) | (79 | ) | ||||||||
Amounts reclassified to net income: | ||||||||||||||||
Realized (gains) losses on marketable securities, net of deferred taxes of $—, $—, $5 and $— | — | — | (9 | ) | — | |||||||||||
Realized (gains) losses on cash flow hedges, net of deferred taxes of $(13), $(1), $(7) and $(4) | 23 | 2 | 13 | 7 | ||||||||||||
Employee benefit obligations, net of deferred taxes of $—, $—, $(1) and $— | (3 | ) | — | (4 | ) | — | ||||||||||
Currency translation adjustments | (9 | ) | 4 | (2 | ) | — | ||||||||||
Comprehensive income | 1,118 | 840 | 3,518 | 2,565 | ||||||||||||
Net (income) loss attributable to noncontrolling interests | (258 | ) | (3 | ) | (699 | ) | (18 | ) | ||||||||
Other comprehensive (income) loss attributable to noncontrolling interests | 6 | — | 6 | — | ||||||||||||
Comprehensive income attributable to Comcast Corporation | $ | 866 | $ | 837 | $ | 2,825 | $ | 2,547 | ||||||||
See accompanying notes to condensed consolidated financial statements.
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Condensed Consolidated Statement of Cash Flows
(Unaudited)
| Nine Months Ended September 30 | ||||||||
| (in millions) | 2011 | 2010 | ||||||
Net cash provided by operating activities | $ | 10,206 | $ | 7,732 | ||||
Investing Activities | ||||||||
Capital expenditures | (3,785 | ) | (3,429 | ) | ||||
Cash paid for intangible assets | (505 | ) | (372 | ) | ||||
Acquisitions, net of cash acquired | (6,407 | ) | (183 | ) | ||||
Proceeds from sales of investments | 154 | 21 | ||||||
Purchases of investments | (85 | ) | (54 | ) | ||||
Other | (33 | ) | 149 | |||||
Net cash provided by (used in) investing activities | (10,661 | ) | (3,868 | ) | ||||
Financing Activities | ||||||||
Proceeds from (repayments of) short-term borrowings, net | 1,642 | — | ||||||
Proceeds from borrowings | — | 2,420 | ||||||
Repurchases and repayments of debt | (2,813 | ) | (649 | ) | ||||
Repurchases and retirements of common stock | (1,650 | ) | (892 | ) | ||||
Dividends paid | (881 | ) | (800 | ) | ||||
Distributions to noncontrolling interests | (237 | ) | (48 | ) | ||||
Other | 216 | (24 | ) | |||||
Net cash provided by (used in) financing activities | (3,723 | ) | 7 | |||||
Increase (decrease) in cash and cash equivalents | (4,178 | ) | 3,871 | |||||
Cash and cash equivalents, beginning of period | 5,984 | 671 | ||||||
Cash and cash equivalents, end of period | $ | 1,806 | $ | 4,542 | ||||
See accompanying notes to condensed consolidated financial statements.
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Condensed Consolidated Statement of Changes in Equity
(Unaudited)
Redeemable | Common Stock | Additional | Retained | Treasury | Accumulated | Non- controlling | Total | |||||||||||||||||||||||||||||||||||
| (in millions) | A | A Special | B | |||||||||||||||||||||||||||||||||||||||
Balance, January 1, 2010 | $ | 166 | $ | 24 | $ | 8 | $ | — | $ | 40,247 | $ | 10,005 | $ | (7,517 | ) | $ | (46 | ) | $ | 90 | $ | 42,811 | ||||||||||||||||||||
Stock compensation plans | 160 | (4 | ) | 156 | ||||||||||||||||||||||||||||||||||||||
Repurchases and retirements of common stock | (603 | ) | (297 | ) | (900 | ) | ||||||||||||||||||||||||||||||||||||
Employee stock purchase plan | 45 | 45 | ||||||||||||||||||||||||||||||||||||||||
Dividends declared | (796 | ) | (796 | ) | ||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | (70 | ) | (70 | ) | ||||||||||||||||||||||||||||||||||||||
Sale (purchase) of subsidiary shares to (from) noncontrolling interests, net | (20 | ) | 11 | 11 | ||||||||||||||||||||||||||||||||||||||
Contributions from (distributions to) noncontrolling interests | (26 | ) | (26 | ) | ||||||||||||||||||||||||||||||||||||||
Net income (loss) | (2 | ) | 2,617 | 20 | 2,637 | |||||||||||||||||||||||||||||||||||||
Balance, September 30, 2010 | $ | 144 | $ | 24 | $ | 8 | $ | — | $ | 39,860 | $ | 11,525 | $ | (7,517 | ) | $ | (116 | ) | $ | 84 | $ | 43,868 | ||||||||||||||||||||
Balance, January 1, 2011 | $ | 143 | $ | 24 | $ | 8 | $ | — | $ | 39,780 | $ | 12,158 | $ | (7,517 | ) | $ | (99 | ) | $ | 80 | $ | 44,434 | ||||||||||||||||||||
Stock compensation plans | 1 | 414 | (40 | ) | 375 | |||||||||||||||||||||||||||||||||||||
Repurchases and retirements of common stock | (1 | ) | (822 | ) | (827 | ) | (1,650 | ) | ||||||||||||||||||||||||||||||||||
Employee stock purchase plan | 50 | 50 | ||||||||||||||||||||||||||||||||||||||||
Dividends declared | (928 | ) | (928 | ) | ||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | (6 | ) | (48 | ) | (48 | ) | ||||||||||||||||||||||||||||||||||||
NBCUniversal transaction | 15,192 | 1,612 | 211 | 1,823 | ||||||||||||||||||||||||||||||||||||||
Issuance of subsidiary shares to noncontrolling interests | 83 | 45 | 43 | 88 | ||||||||||||||||||||||||||||||||||||||
Contributions from (distributions to) noncontrolling interests | (177 | ) | (112 | ) | (112 | ) | ||||||||||||||||||||||||||||||||||||
Net income (loss) | 592 | 2,873 | 107 | 2,980 | ||||||||||||||||||||||||||||||||||||||
Balance, September 30, 2011 | $ | 15,827 | $ | 25 | $ | 7 | $ | — | $ | 41,079 | $ | 13,236 | $ | (7,517 | ) | $ | (147 | ) | $ | 329 | $ | 47,012 | ||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Condensed Consolidated Financial Statements
Basis of Presentation
We have prepared these unaudited condensed consolidated financial statements based on Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. These financial statements include all adjustments that are necessary for a fair presentation of our consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. We also evaluated events or transactions that occurred after the balance sheet date through the issuance date of these condensed consolidated financial statements to determine if financial statement recognition or additional disclosure is required. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.
The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). For a more complete discussion of our accounting policies and certain other information, refer to our annual consolidated financial statements for the preceding fiscal year as filed with the SEC.
On January 28, 2011, we closed our transaction with General Electric Company (“GE”) in which we acquired control of the businesses of NBC Universal, Inc. (now named NBCUniversal Media, LLC (“NBCUniversal”)), a leading media and entertainment company that develops, produces and distributes entertainment, news and information, sports, and other content to global audiences. NBCUniversal’s results of operations from January 29, 2011 through September 30, 2011 are included in our consolidated results of operations. See Note 4 for additional information on the transaction.
Note 2: Summary of Significant Accounting Policies
The accounting policies described below became significant to our business as a result of the NBCUniversal transaction on January 28, 2011.
Use of Estimates
In connection with the NBCUniversal transaction, we have performed a preliminary allocation of purchase price to the assets and liabilities of the businesses acquired using preliminary estimates. The estimates are subject to change as discussed in Note 4. Estimates are also used when accounting for various items, including impairment of capitalized film and television costs, amortization of owned and acquired programming, participation and residual payments, and DVD and Blu-ray disc (together, “DVDs”) returns and customer incentives. Actual results could differ from those estimates.
Film and Television Costs
We capitalize film and television production costs, including direct costs, production overhead, print costs, development costs and interest. We amortize capitalized film and television production costs, as well as accrue costs associated with participation and residual payments, on an individual production basis using the ratio of the current period’s actual revenue to the estimated total remaining gross revenue from all sources, which is referred to as ultimate revenue. Estimates of total revenue and total costs are based on anticipated release patterns, public acceptance and historical results for similar productions. We state unamortized film and television costs at the lower of unamortized cost or fair value. We do not capitalize costs related to film exploitation, which are primarily costs associated with the marketing and distribution of film and television programming.
We state acquired film and television libraries at the lower of unamortized cost or fair value. In determining the estimated lives and method of amortization, we generally use the method and the life that most closely follow the undiscounted cash flows over the estimated life of the asset.
We capitalize the costs to license programming content, including rights to multiyear live-event sports programming, at the earlier of when the programming is acquired or when the license period begins and the
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content is available for use. We amortize capitalized programming costs as the associated programs are broadcast. We amortize multiyear, live-event sports programming rights using the ratio of the current period’s actual direct revenue to the estimated total remaining direct revenue or based on the terms of the contract.
We state the cost of acquired programming at the lower of unamortized cost or net realizable value on a program by program, package, channel or daypart basis. A daypart is defined as an aggregation of programs broadcast during a particular time of day or programs of a similar type. Acquired programming used by our cable programming networks is tested on a channel basis for impairment, whereas the programming for the NBC and Telemundo broadcast networks is tested on a daypart basis. If we determine that the estimates of future cash flows are insufficient or if there is no plan to broadcast certain programming, we will recognize an impairment charge to other operating costs and expenses.
We enter into arrangements with third parties to jointly finance and distribute certain of our film productions. These arrangements, which are referred to as cofinancing arrangements, can take various forms. In most cases, the form of the arrangement involves the grant of an economic interest in a film to a third-party investor. The number of investors and the terms of these arrangements can also vary, although in most cases an investor assumes the full risk for the portion of the film acquired in these arrangements. We account for our proceeds under these arrangements as a reduction to our capitalized film costs. In these arrangements, the investor owns an undivided copyright interest in the film and, therefore, in each period we record either a charge or benefit to operating costs and expenses to reflect the estimate of the third-party investor’s interest in the profit or loss of the film. The estimate of the third-party investor’s interest in the profit or loss of a film is determined by reference to the ratio of actual revenue earned to date in relation to the ultimate revenue expected to be recognized over a film’s useful life.
See Note 5 for additional information on our film and television costs.
Revenue Recognition
We recognize revenue from the theatrical distribution of films when films are exhibited. We recognize revenue from the licensing of film and television productions when the content is available for use by the licensee, and when certain other conditions are met. When license fees are contracted as part cash and part advertising time, we recognize the advertising time component when the advertising units are aired. We recognize revenue from home entertainment units, net of estimated returns and customer incentives, on the date that units are delivered to and made available for sale by retailers.
We recognize revenue from advance theme park ticket sales when the tickets are used. For nonexpiring, multiday or annual passes, we recognize revenue over the period of benefit based on estimated usage patterns that are derived from historical experience. We recognize revenue from corporate sponsors at the theme parks over the period of the applicable contract.
We also enter into nonmonetary exchanges of advertising units for other advertising units, products or services. Advertising units exchanged for advertising units are recorded at the fair value of advertising units provided and recognized when aired. Advertising units exchanged for products or services are recorded at the fair value of the goods or services received or advertising units provided. Advertising units provided are recognized when aired, and costs are recognized in the period the products or services are used.
Foreign Currency Translation
Functional currencies are determined based on entity-specific economic and management indicators. We translate the assets and liabilities of our foreign subsidiaries where the functional currency is the local currency, primarily the euro and the British pound, into U.S. dollars at the exchange rate in effect at the balance sheet date. We translate revenue and expenses using average exchange rates prevailing during the period. The related translation adjustments are recorded as a component of accumulated other comprehensive income (loss).
Reclassifications
Reclassifications have been made to the prior year’s condensed consolidated balance sheet to programming rights, other current assets, film and television costs, other intangible assets, net and other noncurrent assets, net to adjust to classifications used in the current period as a result of the acquisition of the NBCUniversal businesses.
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Note 3: Earnings Per Share
Basic earnings per common share attributable to Comcast Corporation shareholders (“basic EPS”) is computed by dividing net income attributable to Comcast Corporation by the weighted-average number of common shares outstanding during the period.
Our potentially dilutive securities include potential common shares related to our stock options and our restricted share units (“RSUs”). Diluted earnings per common share attributable to Comcast Corporation shareholders (“diluted EPS”) considers the impact of potentially dilutive securities using the treasury stock method. Diluted EPS excludes the impact of potential common shares related to our stock options in periods in which the option exercise price is greater than the average market price of our Class A common stock or our Class A Special common stock, as applicable.
Diluted EPS for the three and nine months ended September 30, 2011 excludes 54 million and 45 million, respectively, of potential common shares related to our share-based compensation plans, because the inclusion of the potential common shares would have had an antidilutive effect. For the three and nine months ended September 30, 2010, diluted EPS excluded 178 million and 189 million, respectively, of potential common shares.
Computation of Diluted EPS
| $2,873 | $2,873 | $2,873 | $2,873 | $2,873 | $2,873 | |||||||||||||||||||
| Three Months Ended September 30 | ||||||||||||||||||||||||
| 2011 | 2010 | |||||||||||||||||||||||
| (in millions, except per share data) | Net Income Attributable to Comcast Corporation | Shares | Per Share Amount | Net Income Attributable to Comcast Corporation | Shares | Per Share Amount | ||||||||||||||||||
Basic EPS attributable to Comcast Corporation shareholders | $ | 908 | 2,739 | $ | 0.33 | $ | 867 | 2,802 | $ | 0.31 | ||||||||||||||
Effect of dilutive securities: | ||||||||||||||||||||||||
Assumed exercise or issuance of shares relating to stock plans | 22 | 8 | ||||||||||||||||||||||
Diluted EPS attributable to Comcast Corporation shareholders | $ | 908 | 2,761 | $ | 0.33 | $ | 867 | 2,810 | $ | 0.31 | ||||||||||||||
| $2,870000 | $2,870000 | $2,870000 | $2,870000 | $2,870000 | $2,870000 | |||||||||||||||||||
| Nine Months Ended September 30 | ||||||||||||||||||||||||
| 2011 | 2010 | |||||||||||||||||||||||
| (in millions, except per share data) | Net Income Attributable to Comcast Corporation | Shares | Per Share Amount | Net Income Attributable to Comcast Corporation | Shares | Per Share Amount | ||||||||||||||||||
Basic EPS attributable to Comcast Corporation shareholders | $ | 2,873 | 2,757 | $ | 1.04 | $ | 2,617 | 2,816 | $ | 0.93 | ||||||||||||||
Effect of dilutive securities: | ||||||||||||||||||||||||
Assumed exercise or issuance of shares relating to stock plans | 32 | 10 | ||||||||||||||||||||||
Diluted EPS attributable to Comcast Corporation shareholders | $ | 2,873 | 2,789 | $ | 1.03 | $ | 2,617 | 2,826 | $ | 0.93 | ||||||||||||||
Note 4: Acquisitions
NBCUniversal Transaction
On January 28, 2011, we closed our transaction with GE to form a new company named NBCUniversal, LLC (“NBCUniversal Holdings”). We now control and own 51% of NBCUniversal Holdings and GE owns the remaining 49%. As part of the NBCUniversal transaction, GE contributed the businesses of NBCUniversal, which is now a wholly owned subsidiary of NBCUniversal Holdings. The NBCUniversal contributed businesses include its national cable programming networks, the NBC network and its owned NBC affiliated local television stations, the Telemundo network and its owned Telemundo affiliated local television stations, Universal Pictures, the Universal Studios Hollywood theme park, and other investments and related assets. We contributed our national
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cable programming networks, our regional sports and news networks, certain of our Internet businesses, including DailyCandy and Fandango, and other related assets (the “Comcast Content Business”). The combination of these businesses creates a leading media and entertainment company capable of providing entertainment, news, sports and other content to a global audience across many platforms. In addition to contributing the Comcast Content Business, we made a cash payment to GE of $6.2 billion, which included transaction-related costs. We expect to receive tax benefits related to the transaction and have agreed to share with GE certain of these future tax benefits as they are realized.
In connection with the NBCUniversal transaction, during 2010 NBCUniversal issued $9.1 billion of senior debt securities with maturities ranging from 2014 to 2041 and repaid approximately $1.7 billion of existing debt. Prior to the close, NBCUniversal made a cash distribution of approximately $7.4 billion to GE.
Under the terms of the operating agreement of NBCUniversal Holdings, during the six month period beginning July 28, 2014, GE has the right to cause NBCUniversal Holdings to redeem, in cash, half of GE’s interest in NBCUniversal Holdings, and we would have the immediate right to purchase the remainder of GE’s interest. If, however, we elect not to exercise this right, during the six month period beginning January 28, 2018, GE has the right to cause NBCUniversal Holdings to redeem GE’s remaining interest, if any. If GE does not exercise its first redemption right, during the six month period beginning January 28, 2016, we have the right to purchase half of GE’s interest in NBCUniversal Holdings, and during the six month period beginning January 28, 2019, we have the right to purchase GE’s remaining interest, if any, in NBCUniversal Holdings. The purchase price to be paid in connection with any purchase or redemption described in this paragraph will be equal to the ownership percentage being acquired multiplied by an amount equal to 120% of the fully distributed public market trading value of NBCUniversal Holdings (determined pursuant to an appraisal process if NBCUniversal Holdings is not then publicly traded), less 50% of an amount (not less than zero) equal to the excess of 120% of the fully distributed public market trading value over $28.4 billion. Subject to various limitations, we are committed to fund up to $2.875 billion in cash or our common stock for each of the two redemptions (up to an aggregate of $5.75 billion) to the extent NBCUniversal Holdings cannot fund the redemptions, with amounts not used in the first redemption to be available for the second redemption.
Until July 28, 2014, GE may not directly or indirectly transfer its interest in NBCUniversal Holdings. Thereafter, GE may transfer its interest to a third party, subject to our right of first offer. The right of first offer would permit us to purchase all, but not less than all, of the interests proposed to be transferred. In the event that GE makes a registration request in accordance with certain registration rights that are granted to it under the operating agreement, we will have the right to purchase, for cash at the market value (determined pursuant to an appraisal process if NBCUniversal Holdings is not then publicly traded), all of GE’s interest in NBCUniversal Holdings that GE is seeking to register.
Preliminary Allocation of Purchase Price
Because we now control NBCUniversal Holdings, we have applied acquisition accounting to the NBCUniversal contributed businesses and their results of operations are included in our consolidated results of operations following the acquisition date. The net assets of the NBCUniversal contributed businesses were recorded at their estimated fair value using Level 3 inputs (see Note 10 for an explanation of Level 3 inputs). In valuing acquired assets and liabilities, fair value estimates are based on, but are not limited to, future expected cash flows, market rate assumptions for contractual obligations, actuarial assumptions for benefit plans and appropriate discount rates. The Comcast Content Business continues at its historical or carry-over basis. GE’s interest in NBCUniversal Holdings is recorded as a redeemable noncontrolling interest in our consolidated financial statements due to the redemption provisions outlined above. GE’s redeemable noncontrolling interest has been recorded at fair value for the portion attributable to the net assets we acquired, and at historical cost for the portion attributable to the Comcast Content Business. The estimated values are not yet final and are subject to change. We will finalize the amounts recognized as we obtain the information necessary to complete the analysis, but no later than one year from the acquisition date.
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The tables below present the preliminary fair value of the consideration transferred and the preliminary allocation of purchase price to the assets and liabilities of the NBCUniversal businesses acquired as a result of the NBCUniversal transaction. We have revised our estimates in the current quarter, which resulted in a decrease in goodwill of $1 billion from our initial allocation of purchase price. The changes related primarily to revisions in the estimated fair value of investments, property and equipment, and intangible assets.
Consideration Transferred
| (in millions) | ||||
Cash | $ | 6,120 | ||
Fair value of 49% of the Comcast Content Business | 4,301 | |||
Fair value of contingent consideration | 590 | |||
Fair value of redeemable noncontrolling interest associated with net assets acquired | 13,065 | |||
| $ | 24,076 | |||
Preliminary Allocation of Purchase Price
| (in millions) | ||||
Film and television costs (see Note 5) | $ | 5,040 | ||
Investments (see Note 6) | 4,254 | |||
Property and equipment (see Note 14) | 2,324 | |||
Intangible assets (see Note 7) | 14,595 | |||
Working capital | (1,742 | ) | ||
Long-term debt (see Note 8) | (9,115 | ) | ||
Deferred income tax liabilities | (31 | ) | ||
Other noncurrent assets and liabilities | (2,005 | ) | ||
Noncontrolling interests acquired | (211 | ) | ||
Fair value of identifiable net assets acquired | 13,109 | |||
Goodwill | 10,967 | |||
| $ | 24,076 | |||
Income Taxes
We are responsible for the tax matters for both NBCUniversal Holdings and NBCUniversal, including the filing of returns and the administering of any proceedings with taxing authorities. For U.S. federal income tax purposes, NBCUniversal Holdings is treated as a partnership and NBCUniversal is disregarded as an entity separate from NBCUniversal Holdings. Accordingly, neither NBCUniversal Holdings nor NBCUniversal and its subsidiaries will incur any material current or deferred U.S. federal income taxes. NBCUniversal Holdings and NBCUniversal and its subsidiaries are, however, expected to incur current and deferred income taxes in a limited number of states and localities. In addition, NBCUniversal’s foreign subsidiaries are expected to incur current and deferred foreign income taxes. GE has indemnified us and NBCUniversal Holdings for any income tax liability attributable to the historical NBCUniversal businesses for periods prior to the acquisition date. We have also indemnified GE and NBCUniversal Holdings for any income tax liability attributable to the Comcast Content Business for periods prior to the acquisition date.
NBCUniversal recognized net deferred income tax liabilities of $31 million in the preliminary allocation of purchase price related primarily to acquired intangible assets in state and foreign jurisdictions. In addition, Comcast recognized $562 million of deferred tax liabilities in connection with GE acquiring an indirect noncontrolling interest in the Comcast Content Business in exchange for our acquisition of a portion of our interest in NBCUniversal Holdings. Because we maintained control of the Comcast Content Business, the excess of fair value received over historical carrying value and the related tax impact were recorded to additional paid-in capital.
We agreed to share with GE certain tax benefits as they are realized, related to the form and structure of the transaction. These payments to GE are contingent on us realizing tax benefits in the future and are accounted for
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as contingent consideration. We have recorded $590 million in other current and noncurrent liabilities in our acquisition accounting based on the present value of the expected future payments to GE.
Following the close of the NBCUniversal transaction, our provision for income taxes includes a federal and state tax provision on our allocable share of the earnings of NBCUniversal Holdings and NBCUniversal, as well as the state, local and foreign tax provisions of NBCUniversal Holdings and NBCUniversal, adjusted for any foreign tax credits.
Goodwill
Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, noncontractual relationships and agreements between us and NBCUniversal. Because our allocation of purchase price and estimated values of identifiable assets and liabilities are not yet final, the amount of total goodwill and the amount of goodwill expected to be deductible for tax purposes are not yet final and are subject to change.
Transaction-Related Expenses
We have incurred significant transaction costs directly related to the NBCUniversal transaction. The incremental expenses related to legal, accounting and valuation services and investment banking fees are included in operating costs and expenses. We also incurred certain financing costs and other shared costs with GE associated with NBCUniversal’s debt facilities that were entered into in December 2009 and with the issuance of NBCUniversal’s senior notes in 2010, which are included in other income (expense), net and interest expense.
In addition, during the three and nine months ended September 30, 2011, NBCUniversal incurred transaction-related costs associated with severance and other related compensation charges, which are included in operating costs and expenses.
The table below presents the transaction costs and transaction-related costs included in our consolidated statement of income.
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| (in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Operating costs and expenses | ||||||||||||||||
Transaction costs | $ | — | $ | 21 | $ | 63 | $ | 57 | ||||||||
Transaction-related costs | 14 | — | 64 | — | ||||||||||||
Total operating costs and expenses | 14 | 21 | 127 | 57 | ||||||||||||
Other expense | — | 43 | 16 | 91 | ||||||||||||
Interest expense | — | 2 | — | 6 | ||||||||||||
Total | $ | 14 | $ | 66 | $ | 143 | $ | 154 | ||||||||
Universal City Development Partners
On July 1, 2011, NBCUniversal acquired the remaining 50% equity interest in Universal City Development Partners, Ltd. (“UCDP”) that it did not already own for $1 billion. UCDP is now a wholly owned consolidated subsidiary of NBCUniversal whose operations are reported in our Theme Parks segment. NBCUniversal funded this acquisition with cash on hand, borrowings under its revolving credit facility and a $250 million one-year intercompany note due to us, which is eliminated in our consolidated financial statements.
Preliminary Allocation of Purchase Price
Because we now control UCDP, we have applied acquisition accounting and its results of operations are included in our consolidated results of operations following the acquisition date.
The carrying value of our investment in UCDP on July 1, 2011 was $1 billion, which approximated its fair value and, therefore, no gain or loss was recognized as a result of the acquisition. The estimated fair values of the assets and liabilities acquired are not yet final and are subject to change. We will finalize the amounts recognized as we obtain the information necessary to complete the analysis, but no later than one year from the acquisition date.
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The table below presents the preliminary allocation of purchase price to the assets and liabilities of UCDP.
Preliminary Allocation of Purchase Price
| (in millions) | ||||
Property and equipment (see Note 14) | $ | 2,441 | ||
Intangible assets (see Note 7) | 70 | |||
Working capital | 242 | |||
Long-term debt (see Note 8) | (1,505 | ) | ||
Deferred revenue | (89 | ) | ||
Other noncurrent assets and liabilities | (5 | ) | ||
Noncontrolling interests acquired | (5 | ) | ||
Fair value of identifiable net assets acquired | 1,149 | |||
Goodwill | 909 | |||
| $ | 2,058 | |||
Financing Transactions
Borrowings under the NBCUniversal revolving credit facility, along with cash on hand at UCDP, were used to refinance and terminate UCDP’s existing $801 million term loan immediately following the acquisition. In addition, on August 1, 2011, UCDP completed its redemption of $140 million aggregate principal amount of its 8.875% senior notes due 2015 and $79 million aggregate principal amount of its 10.875% senior subordinated notes due 2016. As of September 30, 2011, $260 million aggregate principal amount of UCDP’s senior notes and $146 million aggregate principal amount of UCDP’s senior subordinated notes remained outstanding.
Unaudited Actual and Pro Forma Information
Our consolidated revenue for the three months ended September 30, 2011 and from January 29, 2011 through September 30, 2011 included $3.8 billion and $10.1 billion, respectively, from the NBCUniversal contributed businesses. Our consolidated net income (loss) attributable to Comcast Corporation for the three months ended September 30, 2011 and from January 29, 2011 through September 30, 2011 included $127 million and $355 million, respectively, from the NBCUniversal contributed businesses.
Our consolidated revenue for the three and nine months ended September 30, 2011 included $375 million from UCDP. Our consolidated net income (loss) attributable to Comcast Corporation for the three and nine months ended September 30, 2011 included $29 million resulting from the acquisition of the remaining equity interest in UCDP on July 1, 2011.
The following unaudited pro forma information has been presented as if both the NBCUniversal transaction and the UCDP transaction occurred on January 1, 2010. This information is based on historical results of operations, adjusted for the allocations of purchase price and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we operated the businesses since January 1, 2010. No pro forma adjustments have been made for our incremental transaction costs or other transaction-related costs.
| Actual | Pro Forma | Pro Forma | ||||||||||||||
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
(in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Revenue | $ | 14,339 | $ | 13,670 | $ | 42,619 | $ | 40,453 | ||||||||
Net income from consolidated operations | $ | 1,166 | $ | 1,238 | $ | 3,584 | $ | 3,112 | ||||||||
Net income attributable to Comcast Corporation | $ | 908 | $ | 957 | $ | 2,862 | $ | 2,626 | ||||||||
Basic earnings per common share attributable to Comcast Corporation shareholders | $ | 0.33 | $ | 0.34 | $ | 1.04 | $ | 0.93 | ||||||||
Diluted earnings per common share attributable to Comcast Corporation shareholders | $ | 0.33 | $ | 0.34 | $ | 1.03 | $ | 0.93 | ||||||||
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Note 5: Film and Television Costs
| (in millions) | September 30, 2011 | December 31, 2010 | ||||||
Film Costs: | ||||||||
Released, less amortization | $ | 1,524 | $ | — | ||||
Completed, not released | 95 | — | ||||||
In-production and in-development | 1,289 | — | ||||||
| 2,908 | — | |||||||
Television Costs: | ||||||||
Released, less amortization | 1,170 | 94 | ||||||
Completed, not released | — | — | ||||||
In-production and in-development | 202 | 43 | ||||||
| 1,372 | 137 | |||||||
Programming rights, less amortization | 2,144 | 445 | ||||||
| 6,424 | 582 | |||||||
Less: Current portion of programming rights | 1,055 | 122 | ||||||
Film and television costs | $ | 5,369 | $ | 460 | ||||
Film and television costs as of September 30, 2011 include the costs acquired in connection with the closing of the NBCUniversal transaction at fair value as of January 28, 2011, less accumulated amortization following the acquisition date. The capitalized programming costs of the Comcast Content Business are reflected at their historical cost, less accumulated amortization, for both periods presented.
As of September 30, 2011, acquired film and television libraries had remaining unamortized costs of $1.1 billion. For the three and nine months ended September 30, 2011, amortization of acquired film and television libraries included in operating costs and expenses totaled $46 million and $127 million, respectively.
Note 6: Investments
| (in millions) | September 30, 2011 | December 31, 2010 | ||||||
Fair value method | $ | 2,754 | $ | 2,815 | ||||
Equity method, primarily SpectrumCo and Clearwire | 1,973 | 2,193 | ||||||
Cost method, primarily AirTouch redeemable preferred shares | 1,780 | 1,743 | ||||||
Acquired NBCUniversal and UCDP investments | 3,114 | — | ||||||
Total investments | 9,621 | 6,751 | ||||||
Less: Current investments | 46 | 81 | ||||||
Noncurrent investments | $ | 9,575 | $ | 6,670 | ||||
Investments acquired in connection with the NBCUniversal transaction that we held as of September 30, 2011 primarily include equity method investments in A&E Television Networks (16%); The Weather Channel (25%); and MSNBC.com (50%); and cost method investments, primarily in Hulu (32%). On July 1, 2011, NBCUniversal completed the acquisition of the remaining 50% equity interest in UCDP that it did not already own. As a result, we no longer record UCDP as an equity method investment. See Note 4 for additional information on the NBCUniversal and UCDP transactions.
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Components of Investment Income (Loss), Net
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| (in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Gains on sales and exchanges of investments, net | $ | 6 | $ | 3 | $ | 27 | $ | 14 | ||||||||
Investment impairment losses | — | (10 | ) | (3 | ) | (24 | ) | |||||||||
Unrealized gains (losses) on securities underlying prepaid forward sale agreements | (576 | ) | 475 | (41 | ) | 706 | ||||||||||
Mark to market adjustments on derivative component of prepaid forward sale agreements | 459 | (399 | ) | 7 | (545 | ) | ||||||||||
Mark to market adjustments on derivative component of ZONES | (5 | ) | (1 | ) | — | 1 | ||||||||||
Interest and dividend income | 28 | 25 | 80 | 70 | ||||||||||||
Other, net | (59 | ) | 16 | (67 | ) | (12 | ) | |||||||||
Investment income (loss), net | $ | (147 | ) | $ | 109 | $ | 3 | $ | 210 | |||||||
Note 7: Goodwill and Other Intangible Assets
Goodwill
The table below presents our goodwill attributable to our Cable Communications segment (previously our Cable segment), the Comcast Content Business (now included in the new NBCUniversal segments), and Corporate and Other, as well as the total goodwill attributable to the NBCUniversal acquired businesses. See Note 17 for additional information on our segments.
| NBCUniversal | ||||||||||||||||||||
| (in millions) | Cable Communications | Comcast Content Business | NBCUniversal Acquired Businesses | Corporate and Other | Total | |||||||||||||||
Balance, December 31, 2010 | $ | 12,207 | $ | 2,564 | $ | — | $ | 187 | $ | 14,958 | ||||||||||
Acquisitions | — | — | 11,899 | — | 11,899 | |||||||||||||||
Settlements and adjustments | 1 | (27 | ) | — | — | (26 | ) | |||||||||||||
Balance, September 30, 2011 | $ | 12,208 | $ | 2,537 | $ | 11,899 | $ | 187 | $ | 26,831 | ||||||||||
The change in goodwill for the nine months ended September 30, 2011 is primarily related to the close of the NBCUniversal transaction on January 28, 2011 and the acquisition of the remaining 50% equity interest in UCDP that NBCUniversal did not already own. The preliminary allocation of purchase price to the assets and liabilities of each of the NBCUniversal and UCDP businesses acquired, and the allocation of goodwill among reporting segments, are not final and are subject to change. See Note 4 for additional information on the NBCUniversal and UCDP transactions.
Other Intangible Assets
Original Useful | September 30, 2011 | December 31, 2010 | ||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||
Other intangible assets | 2-25 years | $ | 8,880 | $ | (5,777 | ) | $ | 12,271 | $ | (8,840 | ) | |||||||||
Acquired NBCUniversal and UCDP intangible assets: | ||||||||||||||||||||
Finite-lived intangible assets | 4-20 years | 11,566 | (483 | ) | — | — | ||||||||||||||
Indefinite-lived intangible assets | N/A | 3,200 | — | |||||||||||||||||
Total | $ | 23,646 | $ | (6,260 | ) | $ | 12,271 | $ | (8,840 | ) | ||||||||||
The decrease in the gross carrying amount and accumulated amortization of other intangible assets for the nine months ended September 30, 2011 was due to the write-off of fully amortized customer relationship and other intangible assets.
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The intangible assets recorded as a result of the NBCUniversal transaction include finite-lived intangible assets, primarily relationships with advertisers and multichannel video providers, and indefinite-lived intangible assets, primarily trade names and Federal Communications Commission licenses.
The intangible assets recorded as a result of the UCDP transaction primarily consist of the rights to use certain characters and trademarks in our theme parks.
See Note 4 for additional information on the NBCUniversal and UCDP transactions.
Note 8: Long-Term Debt
As of September 30, 2011, our debt had an estimated fair value of approximately $46 billion. The estimated fair value of our publicly traded debt is based on quoted market values for the debt. To estimate the fair value of debt for which there are no quoted market prices, we use interest rates available to us for debt with similar terms and remaining maturities.
NBCUniversal and UCDP Notes
NBCUniversal issued $9.1 billion principal amount of senior debt securities during 2010 in connection with the NBCUniversal transaction. On July 1, 2011, NBCUniversal acquired the remaining 50% equity interest in UCDP that it did not already own (see Note 4) and consolidated UCDP’s senior notes due 2015 and senior subordinated notes due 2016. In accordance with acquisition accounting, the debt securities were recorded at fair value based on interest rates available to us for debt with similar terms and remaining maturities as of the respective acquisition dates. The table below presents the carrying value of NBCUniversal and UCDP debt securities included in our balance sheet as of September 30, 2011.
| (in millions) | Interest Rate | September 30, 2011 | ||||||
NBCUniversal: | ||||||||
Senior notes due 2014 | 2.100 | % | $ | 906 | ||||
Senior notes due 2015 | 3.650 | % | 1,033 | |||||
Senior notes due 2016 | 2.875 | % | 999 | |||||
Senior notes due 2020 | 5.150 | % | 2,061 | |||||
Senior notes due 2021 | 4.375 | % | 1,939 | |||||
Senior notes due 2040 | 6.400 | % | 1,033 | |||||
Senior notes due 2041 | 5.950 | % | 1,176 | |||||
UCDP: | ||||||||
Senior notes due 2015 | 8.875 | % | 287 | |||||
Senior subordinated notes due 2016 | 10.875 | % | 172 | |||||
Total | $ | 9,606 | ||||||
Repayments
| Nine Months Ended September 30 | ||||
| (in millions) | 2011 | |||
Comcast 6.75% notes due 2011 | $ | 1,000 | ||
Comcast 5.5% notes due 2011 | 750 | |||
UCDP term loan | 801 | |||
UCDP 8.875% notes due 2015 | 140 | |||
UCDP 10.875% notes due 2016 | 79 | |||
Other | 43 | |||
Total | $ | 2,813 | ||
Revolving Bank Credit Facilities
In August 2011, we borrowed $300 million from our $6.8 billion revolving credit facility due 2013, which remained outstanding as of September 30, 2011. The proceeds from this borrowing will be used for general corporate working capital purposes.
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Effective with the close of the NBCUniversal transaction on January 28, 2011, NBCUniversal has a revolving credit facility with a syndicate of banks that may be used for general corporate purposes. In June 2011, NBCUniversal amended its revolving credit facility, which increased the size of the facility to $1.5 billion from $750 million, reduced the interest rate payable under the facility and extended the maturity of the loan commitment to June 2016 from January 2014. On July 1, 2011, $750 million of borrowings under the revolving credit facility were used to fund a portion of NBCUniversal’s acquisition of the remaining 50% equity interest in UCDP that it did not already own and to terminate UCDP’s existing term loan immediately following the acquisition. See Note 4 for additional information on the UCDP transaction. As of September 30, 2011, the amount outstanding under NBCUniversal’s revolving credit facility was $200 million, which was repaid in full in October 2011.
Commercial Paper
During the nine months ended September 30, 2011, we issued $400 million face amount of commercial paper, net of repayments. The proceeds from these issuances will be used for general corporate working capital purposes.
In August 2011, NBCUniversal initiated a commercial paper program to fund its short-term working capital requirements. The program is supported by NBCUniversal’s revolving credit facility and has a maximum borrowing capacity of $1.5 billion. During the three months ended September 30, 2011, NBCUniversal issued $749 million face amount of commercial paper, net of repayments. The proceeds from these issuances were used to repay the borrowings under the NBCUniversal revolving credit facility and fund our short-term working capital requirements.
Note 9: Derivative Financial Instruments
We use derivative financial instruments to manage our exposure to the risks associated with fluctuations in interest rates, foreign exchange rates and equity prices. Our objective is to manage the financial and operational exposure arising from these risks by offsetting gains and losses on the underlying exposures with gains and losses on the derivatives used to economically hedge them. We do not engage in any speculative or leveraged derivative transactions. All derivative transactions must comply with the derivatives policy approved by our Board of Directors. Derivative financial instruments are recorded in our consolidated balance sheet at fair value. We formally document, at inception of the hedging relationship, derivative financial instruments designated to hedge the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment (“fair value hedge”) or the exposure to changes in cash flows of a forecasted transaction (“cash flow hedge”), and we evaluate them for effectiveness at the time they are designated, as well as throughout the hedging period.
We manage our exposure to fluctuations in interest rates by using derivative financial instruments such as interest rate exchange agreements (“swaps”) and interest rate lock agreements (“rate locks”). We sometimes enter into rate locks or collars to hedge the risk that the cash flows related to the interest payments on an anticipated issuance or assumption of fixed-rate debt may be adversely affected by interest rate fluctuations.
We manage our exposure to foreign exchange risk related to NBCUniversal’s recognized balance sheet amounts in foreign currency and foreign currency denominated production costs and rights, as well as international content-related revenue and royalties, by using foreign exchange contracts such as forward contracts and currency options. We manage our exposure to foreign exchange risk related to our foreign currency denominated borrowings by using cross-currency swap agreements, effectively converting these borrowings to U.S. dollar denominated borrowings.
We manage our exposure to price fluctuations in the common stock of some of our investments by using equity derivative financial instruments embedded in other contracts, such as prepaid forward sale agreements, whose values, in part, are derived from the market value of certain publicly traded common stock.
We manage the credit risks associated with our derivative financial instruments through diversification and the evaluation and monitoring of the creditworthiness of the counterparties. Although we may be exposed to losses in the event of nonperformance by the counterparties, we do not expect such losses, if any, to be significant. We have agreements with certain counterparties that include collateral provisions. These provisions require a party with an aggregate unrealized loss position in excess of certain thresholds to post cash collateral for the amount in excess of
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the threshold. The threshold levels in our collateral agreements are based on our and the counterparties’ credit ratings. As of September 30, 2011 and December 31, 2010, neither we nor any of the counterparties were required to post collateral under the terms of the agreements.
As of September 30, 2011, our derivative financial instruments designated as hedges included (i) our interest rate swap agreements, which are recorded to other current or noncurrent assets, (ii) certain of our foreign exchange contracts, which are recorded to other current assets or accrued expenses and other current liabilities, (iii) our cross-currency swap agreements, which are recorded to other noncurrent liabilities, and (iv) the derivative component of one of our prepaid forward sale agreements, which is recorded to other noncurrent liabilities.
As of September 30, 2011, our derivative financial instruments not designated as hedges were (i) certain of our foreign exchange contracts, which are recorded to other current assets or accrued expenses and other current liabilities, (ii) the derivative component of our indexed debt instruments (our ZONES debt), which is recorded to long-term debt, and (iii) the derivative component of certain of our prepaid forward sale agreements, which is recorded to noncurrent liabilities.
See Note 10 for additional information on the fair values of our derivative financial instruments as of September 30, 2011 and December 31, 2010.
Fair Value Hedges
Amount of Gain (Loss) Recognized in Income
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| (in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Interest Income (Expense): | ||||||||||||||||
Interest rate swap agreements (fixed to variable) | $ | 41 | $ | 60 | $ | 70 | $ | 178 | ||||||||
Long-term debt—interest rate swap agreements (fixed to variable) | (41 | ) | (60 | ) | (70 | ) | (178 | ) | ||||||||
Investment Income (Loss): | ||||||||||||||||
Mark to market adjustments on derivative component of prepaid forward sale agreement | 44 | (8 | ) | 37 | (15 | ) | ||||||||||
Unrealized gains (losses) on securities underlying prepaid forward sale agreement | (68 | ) | 13 | (55 | ) | 29 | ||||||||||
Gain (loss) on fair value hedging relationships | $ | (24 | ) | $ | 5 | $ | (18 | ) | $ | 14 | ||||||
During the period from January 29, 2011 through September 30, 2011, NBCUniversal entered into fixed to variable swaps on $750 million principal amount of NBCUniversal senior debt securities with maturities ranging from 2014 to 2016. These fixed to variable swaps are designated as effective fair value hedges.
As of September 30, 2011 and December 31, 2010, the fair value of our prepaid forward sale agreement designated as a fair value hedge was an asset of $8 million and a liability of $29 million, respectively.
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Cash Flow Hedges
Pretax Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income
| $(124) | $(124) | $(124) | $(124) | $(124) | $(124) | |||||||||||||||||||
Three Months Ended September 30 | ||||||||||||||||||||||||
| 2011 | 2010 | |||||||||||||||||||||||
| (in millions) | Interest Rate Risk | Foreign Exchange Risk | Total | Interest Rate Risk | Foreign Exchange Risk | Total | ||||||||||||||||||
Deferred gain (loss) recognized | $ | — | $ | (94 | ) | $ | (94 | ) | $ | — | $ | (58 | ) | $ | (58 | ) | ||||||||
Deferred (gain) loss reclassified to income | 6 | 30 | 36 | 3 | — | 3 | ||||||||||||||||||
Total change in accumulated other comprehensive income | $ | 6 | $ | (64 | ) | $ | (58 | ) | $ | 3 | $ | (58 | ) | $ | (55 | ) | ||||||||
| $(124) | $(124) | $(124) | $(124) | $(124) | $(124) | |||||||||||||||||||
Nine Months Ended September 30 | ||||||||||||||||||||||||
| 2011 | 2010 | |||||||||||||||||||||||
| (in millions) | Interest Rate Risk | Foreign Exchange Risk | Total | Interest Rate Risk | Foreign Exchange Risk | Total | ||||||||||||||||||
Deferred gain (loss) recognized | $ | — | $ | (90 | ) | $ | (90 | ) | $ | — | $ | (124 | ) | $ | (124 | ) | ||||||||
Deferred (gain) loss reclassified to income | 17 | 3 | 20 | 11 | — | 11 | ||||||||||||||||||
Total change in accumulated other comprehensive income | $ | 17 | $ | (87 | ) | $ | (70 | ) | $ | 11 | $ | (124 | ) | $ | (113 | ) | ||||||||
Interest rate risk deferred losses relate to interest rate lock agreements entered into to fix the interest rates of certain of our debt obligations in advance of their issuance. Unless we retire this debt early, these unrealized losses will be reclassified as an adjustment to interest expense, primarily through 2022, in the period in which the related interest expense is recognized in earnings. As of September 30, 2011, we expect $23 million of unrealized losses, $15 million net of deferred taxes, to be reclassified as an adjustment to interest expense over the next 12 months. The foreign exchange risk deferred losses for the three and nine months ended September 30, 2011 relate to cross-currency swap agreements on foreign currency denominated debt due in 2029 and foreign exchange contracts with initial maturities generally not exceeding one year and up to 18 months in certain circumstances. As of September 30, 2011, the fair value of the foreign exchange contracts related to NBCUniversal operations that were designated as cash flow hedges was a liability of $2 million.
Ineffectiveness related to our cash flow hedges was not material for the three and nine months ended September 30, 2011 or 2010.
Nondesignated Derivative Financial Instruments
Amount of Gain (Loss) Recognized in Income
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| (in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Operating Costs and Expenses: | ||||||||||||||||
Mark to market adjustments on foreign exchange contracts | $ | 9 | $ | — | $ | 5 | $ | — | ||||||||
Investment Income (Loss): | ||||||||||||||||
Mark to market adjustments on derivative component of prepaid forward sale agreements | 415 | (391 | ) | (30 | ) | (530 | ) | |||||||||
Unrealized gains (losses) on securities underlying prepaid forward sale agreements | (508 | ) | 462 | 14 | 677 | |||||||||||
Mark to market adjustments on derivative component of ZONES | (5 | ) | (1 | ) | — | 1 | ||||||||||
Total gain (loss) | $ | (89 | ) | $ | 70 | $ | (11 | ) | $ | 148 | ||||||
As of September 30, 2011, foreign exchange contracts related to NBCUniversal operations that were not designated had a total notional value of $759 million. The notional amount is a measure of the activity related to our risk exposure and does not represent the amount of our exposure to credit loss or market loss, or reflect the gains or losses associated with the exposures and transactions that the foreign exchange contracts are intended to
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offset. The amounts ultimately realized upon settlement of these derivative financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the derivative financial instruments.
Note 10: Fair Value Measurements
The accounting guidance related to financial assets and financial liabilities (“financial instruments”) establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). Level 1 consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market. Level 2 consists of financial instruments that are valued using models or other valuation methodologies. These models use inputs that are observable in the marketplace either directly or indirectly. Level 3 consists of financial instruments whose values are determined using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Our financial instruments that are accounted for at fair value on a recurring basis are presented in the table below.
Recurring Fair Value Measures
| Fair Value as of September 30, 2011 | December 31, 2010 | |||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Total | Total | |||||||||||||||
Assets | ||||||||||||||||||||
Trading securities | $ | 2,666 | $ | — | $ | — | $ | 2,666 | $ | 2,688 | ||||||||||
Available-for-sale securities | 86 | — | 21 | 107 | 126 | |||||||||||||||
Equity warrants | — | — | 2 | 2 | 1 | |||||||||||||||
Interest rate swap agreements | — | 302 | — | 302 | 232 | |||||||||||||||
Foreign exchange contracts | — | 14 | — | 14 | — | |||||||||||||||
| $ | 2,752 | $ | 316 | $ | 23 | $ | 3,091 | $ | 3,047 | |||||||||||
Liabilities | ||||||||||||||||||||
Derivative component of ZONES | $ | — | $ | 8 | $ | — | $ | 8 | $ | 8 | ||||||||||
Derivative component of prepaid forward sale | — | 1,100 | — | 1,100 | 1,021 | |||||||||||||||
Cross-currency swap agreements | — | 118 | — | 118 | 29 | |||||||||||||||
Foreign exchange contracts | — | 14 | — | 14 | — | |||||||||||||||
| $ | — | $ | 1,240 | $ | — | $ | 1,240 | $ | 1,058 | |||||||||||
Our financial instruments included in Level 3 primarily consist of available-for-sale securities that we acquired in connection with the NBCUniversal transaction. These investments are initially recorded at cost and remeasured to fair value on a recurring basis at the end of each period using unobservable inputs, which include company-specific information and other third-party transactions. We did not incur any other-than-temporary impairments for these investments in the periods presented. The changes in our Level 3 financial instruments were not material for the periods presented.
Note 11: Noncontrolling Interests
Certain of the subsidiaries that we consolidate are not wholly owned. Some of the agreements with the minority partners of these subsidiaries contain redemption features whereby interests held by the minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. If interests were to be redeemed under these agreements, we would generally be required to purchase the interest at fair value on the date of redemption. These interests are presented on the balance sheet outside of equity under the caption “Redeemable noncontrolling interests.” Noncontrolling interests that do not contain such redemption features are presented in equity.
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In connection with the NBCUniversal transaction in January 2011, GE obtained a 49% indirect noncontrolling interest in the Comcast Content Business in exchange for a portion of our interest in NBCUniversal Holdings. The difference between the fair value received and the historical carrying value of the noncontrolling interest in the Comcast Content Business resulted in an increase of $1.6 billion, net of taxes, to additional paid-in capital of Comcast Corporation.
GE’s 49% interest in NBCUniversal Holdings is recorded as a redeemable noncontrolling interest in our consolidated financial statements due to the redemption provisions discussed in Note 4. The initial value for the redeemable noncontrolling interest was based on the fair value for the portion attributable to the net assets we acquired and our historical cost for the portion attributable to the Comcast Content Business. We adjust GE’s redeemable noncontrolling interest for its 49% interest in NBCUniversal Holdings’ and NBCUniversal’s earnings and changes in other comprehensive income, as well as for other capital transactions attributable to GE.
The table below presents the changes in equity resulting from net income attributable to Comcast Corporation and transfers from or to noncontrolling interests.
| Nine Months Ended September 30 | ||||||||
| (in millions) | 2011 | 2010 | ||||||
Net income attributable to Comcast Corporation | $ | 2,873 | $ | 2,617 | ||||
Transfers from (to) noncontrolling interests: | ||||||||
Increase in Comcast Corporation additional paid-in capital resulting from the issuance of noncontrolling equity interest | 1,657 | — | ||||||
Increase in Comcast Corporation additional paid-in capital resulting from the purchase of noncontrolling interest | — | 11 | ||||||
Changes in equity from net income attributable to Comcast Corporation and transfers from (to) noncontrolling interests | $ | 4,530 | $ | 2,628 | ||||
Note 12: Postretirement, Pension and Other Employee Benefit Plans
NBCUniversal Employee Benefit Plans
Following the close of the NBCUniversal transaction on January 28, 2011, NBCUniversal established new employee benefit plans for its U.S. employees, including defined benefit pension plans and postretirement medical and life insurance plans. Additionally, NBCUniversal assumed certain liabilities related to its obligation to reimburse GE for amounts paid by GE for specified employee benefits and insurance programs that GE will continue to administer. NBCUniversal’s defined benefit pension plans for NBCUniversal employees (the “qualified plan”) and executives (the “nonqualified plan”) provide a lifetime income benefit based on an individual’s length of service and related compensation. The nonqualified plan gives credit to eligible participants for length of service provided before the close of the NBCUniversal transaction to the extent that participants did not vest in a supplemental pension plan sponsored by GE. The qualified plan is closed to new participants. The postretirement medical and life insurance benefit plans that were established provide continued coverage to employees eligible to receive such benefits and give credit for length of service provided before the close of the NBCUniversal transaction. Certain covered employees also retain the right, upon retirement, to elect to participate in corresponding plans sponsored by GE. To the extent our employees make such elections, NBCUniversal will reimburse GE for any amounts due. We did not, however, assume any obligation for benefits due to employees who were retired at the close of the NBCUniversal transaction and were eligible to receive benefits under GE’s postretirement medical and life insurance programs.
NBCUniversal funds the nonqualified plan and the postretirement medical and life insurance plans on a pay-as-you-go basis. NBCUniversal expects to contribute approximately $8 million in 2011 to fund these benefits, which includes estimated payments to GE for NBCUniversal’s obligation associated with GE’s supplemental pension plan. NBCUniversal does not plan to fund its qualified plan until the second quarter of 2012, at which time it expects to fund it in the amount of approximately $100 million.
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The tables below present condensed information on the NBCUniversal pension and postretirement benefit plans.
| Three Months Ended September 30, 2011 | Nine Months Ended September 30, 2011 | |||||||||||||||
| (in millions) | Pension Benefits | Postretirement Benefits | Pension Benefits | Postretirement Benefits | ||||||||||||
Service cost | $ | 27 | $ | 1 | $ | 72 | $ | 4 | ||||||||
Interest cost | $ | 3 | $ | 2 | $ | 9 | $ | 6 | ||||||||
| As of September 30, 2011 (in millions) | Pension Benefits | Postretirement Benefits | ||||||
Benefit obligation | $ | 326 | $ | 170 | ||||
Discount rate | 5.5% - 6.0 | % | 5.75 | % | ||||
NBCUniversal also established a 401(k) defined contribution retirement plan for U.S. employees with 100% matching contributions on the first 3.5% of pay plus additional contributions based on employee classification and management discretion. The related expense for the three and nine months ended September 30, 2011 was $20 million and $41 million, respectively.
NBCUniversal Other Employee Benefit Plans
Our condensed consolidated financial statements include the assets and liabilities of certain legacy NBCUniversal benefit plans, as well as the assets and liabilities for benefit plans of certain foreign subsidiaries. NBCUniversal also participates in various multiemployer pension plans covering some of its employees who are represented by labor unions. NBCUniversal makes periodic contributions to these plans in accordance with the terms of applicable collective bargaining agreements and laws but does not sponsor or administer these plans.
Note 13: Share-Based Compensation
Our Board of Directors may grant share-based awards, in the form of stock options and RSUs, to certain employees and directors. Additionally, through our employee stock purchase plans, employees are able to purchase shares of Comcast Class A common stock at a discount through payroll deductions.
In March 2011, we granted 23.8 million stock options and 6.6 million RSUs related to our annual management grant program. The weighted-average fair values associated with these grants were $6.97 per stock option and $23.33 per RSU.
Recognized Share-Based Compensation Expense
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| (in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Stock options | $ | 30 | $ | 25 | $ | 86 | $ | 78 | ||||||||
Restricted share units | 35 | 32 | 113 | 100 | ||||||||||||
Employee stock purchase plans | 4 | 3 | 10 | 9 | ||||||||||||
Total | $ | 69 | $ | 60 | $ | 209 | $ | 187 | ||||||||
As of September 30, 2011, we had $345 million of unrecognized pretax compensation costs related to nonvested stock options and $353 million related to nonvested RSUs.
The employee cost associated with participation in the employee stock purchase plans was satisfied with payroll deductions of approximately $16 million and $44 million for the three and nine months ended September 30, 2011, respectively. For the three and nine months ended September 30, 2010, the employee cost was $13 million and $39 million, respectively.
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Note 14: Supplemental Financial Information
Receivables
| December 31,0 | December 31,0 | |||||||
| (in millions) | September 30, 2011 | December 31, 2010 | ||||||
Receivables, gross | $ | 4,650 | $ | 2,028 | ||||
Less: Allowance for returns and customer incentives | 351 | — | ||||||
Less: Allowance for doubtful accounts | 203 | 173 | ||||||
Receivables, net | $ | 4,096 | $ | 1,855 | ||||
Allowances for returns and customer incentives are primarily attributable to our Filmed Entertainment segment.
The table below presents our unbilled receivables related to long-term licensing arrangements included in our condensed consolidated balance sheet as of September 30, 2011. Current and noncurrent unbilled receivables are recorded in receivables, net and other noncurrent assets, net, respectively.
| December 31,0 | ||||
| (in millions) | September 30, 2011 | |||
Current | $ | 197 | ||
Noncurrent, net of imputed interest | 648 | |||
Total | $ | 845 | ||
Property and Equipment
| (in millions) | September 30, 2011 | December 31, 2010 | ||||||
Property and equipment, at cost | $ | 57,953 | $ | 56,020 | ||||
Acquired NBCUniversal property and equipment | 2,524 | — | ||||||
Acquired UCDP property and equipment | 2,479 | — | ||||||
Property and equipment, at cost | 62,956 | 56,020 | ||||||
Less: Accumulated depreciation | 35,515 | 32,505 | ||||||
Property and equipment, net | $ | 27,441 | $ | 23,515 | ||||
Accumulated Other Comprehensive Income (Loss)
| December 31, | December 31, | |||||||
| (in millions) | September 30, 2011 | September 30, 2010 | ||||||
Unrealized gains (losses) on marketable securities | $ | 22 | $ | 22 | ||||
Deferred gains (losses) on cash flow hedges | (149 | ) | (133 | ) | ||||
Unrecognized gains (losses) on employee benefit obligations | (23 | ) | (5 | ) | ||||
Currency translation adjustments | (3 | ) | — | |||||
Accumulated other comprehensive (income) loss attributable to noncontrolling interests | 6 | — | ||||||
Accumulated other comprehensive income (loss), net of deferred taxes | $ | (147 | ) | $ | (116 | ) | ||
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Operating Costs and Expenses
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| (in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Programming and production | $ | 4,344 | $ | 2,002 | $ | 11,946 | $ | 6,369 | ||||||||
Cable Communications technical labor | 587 | 594 | 1,729 | 1,696 | ||||||||||||
Cable Communications customer service | 466 | 463 | 1,385 | 1,367 | ||||||||||||
Advertising, marketing and promotion | 1,102 | 636 | 3,194 | 1,775 | ||||||||||||
Other | 3,266 | 2,216 | 9,105 | 6,129 | ||||||||||||
Operating costs and expenses (excluding depreciation | $ | 9,765 | $ | 5,911 | $ | 27,359 | $ | 17,336 | ||||||||
Net Cash Provided by Operating Activities
| Nine Months Ended September 30 | ||||||||
| (in millions) | 2011 | 2010 | ||||||
Net income from consolidated operations | $ | 3,572 | $ | 2,635 | ||||
Adjustments to reconcile net income from consolidated operations to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 5,638 | 4,913 | ||||||
Amortization of film and television costs | 4,769 | 99 | ||||||
Share-based compensation | 260 | 226 | ||||||
Noncash interest expense (income), net | 111 | 105 | ||||||
Equity in net (income) losses of investees, net | 40 | 98 | ||||||
Net (gain) loss on investment activity and other | 325 | (78 | ) | |||||
Deferred income taxes | 770 | (241 | ) | |||||
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | ||||||||
Change in receivables, net | 290 | (145 | ) | |||||
Change in film and television costs | (5,342 | ) | (90 | ) | ||||
Change in accounts payable and accrued expenses related to trade creditors | (242 | ) | 57 | |||||
Change in other operating assets and liabilities | 15 | 153 | ||||||
Net cash provided by operating activities | $ | 10,206 | $ | 7,732 | ||||
Cash Payments for Interest and Income Taxes
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| (in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Interest | $ | 612 | $ | 661 | $ | 1,809 | $ | 1,630 | ||||||||
Income taxes | $ | 596 | $ | 668 | $ | 1,166 | $ | 1,794 | ||||||||
Noncash Investing and Financing Activities
During the nine months ended September 30, 2011, we:
| • | acquired 51% of NBCUniversal Holdings on January 28, 2011, for cash and a 49% interest in the Comcast Content Business (see Note 4 for additional information on the NBCUniversal transaction) |
| • | acquired approximately $505 million of property and equipment and software that was accrued but unpaid, which is a noncash investing activity |
| • | recorded a liability of approximately $307 million for a quarterly cash dividend of $0.1125 per common share paid in October 2011, which is a noncash financing activity |
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Note 15: Receivables Monetization
As a result of the close of the NBCUniversal transaction on January 28, 2011, NBCUniversal established new receivables monetization programs with a syndicate of banks. We account for receivables monetized through these programs as sales in accordance with the appropriate accounting guidance. We receive deferred consideration from the assets sold in the form of a receivable, which is funded by residual cash flows after the senior interests have been fully paid. The deferred consideration is recorded at its initial fair value, which includes a provision for estimated losses we expect to incur related to these interests. The accounts receivable we sold that underlie the deferred consideration are generally short-term in nature and, therefore, the fair value of the deferred consideration approximated its carrying value as of September 30, 2011.
For the majority of the receivables monetized under the securitization programs, an affiliate of GE is responsible for servicing the receivables and remitting collections to the owner and the lenders. We perform this service on the affiliate’s behalf for a fee that is equal to the prevailing market rate for such services. As a result, no servicing asset or liability has been recorded in our condensed consolidated balance sheet as of September 30, 2011. The subservicing fees are a component of net loss on sale presented in the table below, which is included in other income (expense), net.
Effect on Income From Receivables Monetization and Cash Flows on Transfers
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||
| (in millions) | 2011 | 2011 | ||||||
Effect on income from services | ||||||||
Net (loss) gain on sale | $ | (7 | ) | $ | (24 | ) | ||
Cash flows on transfers | ||||||||
Net proceeds (payments) on transfers | $ | (168 | ) | $ | (542 | ) | ||
Receivables Monetized and Deferred Consideration
| (in millions) | September 30, 2011 | |||
Monetized receivables sold | $ | 809 | ||
Deferred consideration | $ | 204 | ||
In addition to the amounts presented above, we had $552 million payable to our securitization programs as of September 30, 2011. This amount represents cash receipts that are not yet remitted to the securitization program as of the balance sheet date and is recorded to accounts payable and accrued expenses related to trade creditors.
Note 16: Commitments and Contingencies
NBCUniversal Obligations, Commitments and Guarantees
NBCUniversal enters into long-term commitments with third parties in the ordinary course of business, including commitments to acquire film and television programming, take-or-pay creative talent and employment agreements, and various other television commitments. Many of NBCUniversal’s employees, including writers, directors, actors, technical and production personnel and others, as well as some of its on-air and creative talent, are covered by collective bargaining agreements or works councils. Approximately 42 collective bargaining agreements covering approximately 3,600 of NBCUniversal’s full-time, part-time and full-time equivalent freelance employees on its payroll have expired or are scheduled to expire through the remainder of 2011.
Station Venture
NBCUniversal owns a 79.62% equity interest and a 50% voting interest in Station Venture Holdings, LLC (“Station Venture”), a variable interest entity. The remaining equity interests in Station Venture are held by LIN TV, Corp. (“LIN TV”). Station Venture holds an indirect interest in the NBC network affiliated local television stations in Dallas, Texas and San Diego, California through its ownership interests in Station Venture Operations, LP (“Station LP”), a less than wholly owned consolidated subsidiary of NBCUniversal. Station Venture is the
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obligor on an $816 million senior secured note that is due in 2023 to General Electric Capital Corporation, a subsidiary of GE, as servicer. The note is nonrecourse to NBCUniversal, guaranteed by LIN TV and collateralized by substantially all of the assets of Station Venture and Station LP. In connection with the close of the NBCUniversal transaction, GE indemnified NBCUniversal for all liabilities NBCUniversal may incur as a result of any credit support, risk of loss or similar arrangement related to the senior secured note in existence prior to the close. We are not the primary beneficiary of, and accordingly do not consolidate, Station Venture. Our equity method investment in Station Venture was assigned no value in the preliminary allocation of purchase price for the NBCUniversal transaction, which is also the carrying value of our investment as of September 30, 2011. Because the assets of Station LP serve as collateral for Station Venture’s $816 million senior secured note, we have recorded a $482 million liability in our preliminary allocation of purchase price, representing the fair value of the net assets that collateralize the note.
Contingencies
Antitrust Cases
We are defendants in two purported class actions originally filed in December 2003 in the United States District Courts for the District of Massachusetts and the Eastern District of Pennsylvania. The potential class in the Massachusetts case, which has been transferred to the Eastern District of Pennsylvania, is our customer base in the “Boston Cluster” area, and the potential class in the Pennsylvania case is our customer base in the “Philadelphia and Chicago Clusters,” as those terms are defined in the complaints. In each case, the plaintiffs allege that certain customer exchange transactions with other cable providers resulted in unlawful horizontal market restraints in those areas and seek damages under antitrust statutes, including treble damages.
Classes of Chicago Cluster and Philadelphia Cluster customers were certified in October 2007 and January 2010, respectively. We appealed class certification in the Philadelphia Cluster case to the Third Circuit Court of Appeals, which affirmed the class certification in August 2011 and denied our petition for a rehearing en banc in September 2011. As a result, notice to the class is being made and is expected to be completed by the end of 2011. At the same time, we intend to file a writ of certiorari with the U.S. Supreme Court asking that it review the Third Circuit Court of Appeals’ ruling. In March 2010, we moved for summary judgment dismissing all of the plaintiffs’ claims in the Philadelphia Cluster; a stay that had been issued on the summary judgment motion pending the class certification appeal was lifted upon the Third Circuit Court of Appeal’s ruling. The plaintiffs’ claims concerning the other two clusters are stayed pending determination of the Philadelphia Cluster claims.
We also are among the defendants in a purported class action filed in the United States District Court for the Central District of California in September 2007. The potential class is comprised of all persons residing in the United States who have subscribed to an expanded basic level of video service provided by one of the defendants. The plaintiffs allege that the defendants who produce video programming have entered into agreements with the defendants who distribute video programming via cable and satellite (including us), which preclude the distributor defendants from reselling channels to customers on an “unbundled” basis in violation of federal antitrust laws. The plaintiffs seek treble damages and injunctive relief requiring each distributor defendant to resell certain channels to its customers on an “unbundled” basis. In October 2009, the Central District of California issued an order dismissing the plaintiffs’ complaint with prejudice. In June 2011, a panel of the Ninth Circuit Court of Appeals affirmed the District Court’s order. In July 2011, the plaintiffs filed a petition for a panel rehearing and a rehearing en banc.
In addition, we are the defendant in 22 purported class actions filed in federal district courts throughout the country. All of these actions have been consolidated by the Judicial Panel on Multidistrict Litigation in the United States District Court for the Eastern District of Pennsylvania for pre-trial proceedings. In a consolidated complaint filed in November 2009 on behalf of all plaintiffs in the multidistrict litigation, the plaintiffs allege that we improperly “tie” the rental of set-top boxes to the provision of premium cable services in violation of Section 1 of the Sherman Antitrust Act, various state antitrust laws and unfair/deceptive trade practices acts in California, Illinois and Alabama. The plaintiffs also allege a claim for unjust enrichment and seek relief on behalf of a nationwide class of our premium cable customers and on behalf of subclasses consisting of premium cable customers from California, Alabama, Illinois, Pennsylvania and Washington. In January 2010, we moved to compel arbitration of the plaintiffs’ claims for unjust enrichment and violations of the unfair/deceptive trade
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practices acts of Illinois and Alabama. In September 2010, the plaintiffs filed an amended complaint alleging violations of additional state antitrust laws and unfair/deceptive trade practices acts on behalf of new subclasses in Connecticut, Florida, Minnesota, Missouri, New Jersey, New Mexico and West Virginia. In the amended complaint, plaintiffs omitted their unjust enrichment claim, as well as their state law claims on behalf of the Alabama, Illinois and Pennsylvania subclasses. In June 2011, the plaintiffs filed another amended complaint alleging only violations of Section 1 of the Sherman Antitrust Act, antitrust law in Washington and unfair/deceptive trade practices acts in California and Washington. The plaintiffs seek relief on behalf of a nationwide class of our premium cable customers and on behalf of subclasses consisting of premium cable customers from California and Washington. In July 2011, we moved to compel arbitration of most of the plaintiffs’ claims and to stay the remaining claims pending arbitration.
The West Virginia Attorney General also filed a complaint in West Virginia state court in July 2009 alleging that we improperly “tie” the rental of set-top boxes to the provision of premium cable services in violation of the West Virginia Antitrust Act and the West Virginia Consumer Credit and Protection Act. The Attorney General also alleges a claim for unjust enrichment/restitution. We removed the case to the United States District Court for West Virginia, and it was subsequently transferred to the United States District Court for the Eastern District of Pennsylvania and consolidated with the multidistrict litigation described above. In March 2010, the Eastern District of Pennsylvania denied the Attorney General’s motion to remand the case back to West Virginia state court. In June 2010, the Attorney General moved to sever and remand the portion of the claims seeking civil penalties and injunctive relief back to West Virginia state court. We filed a brief in opposition to the motion in July 2010.
We believe the claims in each of the pending actions described above in this item are without merit and intend to defend the actions vigorously. We cannot predict the outcome of any of the actions described above, including a range of possible loss, or how the final resolution of any such actions would impact our results of operations or cash flows for any one period or our consolidated financial position. Nevertheless, the final disposition of any of the above actions is not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations or cash flows for any one period.
Other
We are a defendant in several unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. In certain of these cases other industry participants are also defendants, and also in certain of these cases we expect that any potential liability would be in part or in whole the responsibility of our equipment and technology vendors under applicable contractual indemnification provisions. We are also subject to other legal proceedings and claims that arise in the ordinary course of our business. While the amount of ultimate liability with respect to such actions is not expected to materially affect our financial position, results of operations or cash flows, any litigation resulting from any such legal proceedings or claims could be time consuming, costly and injure our reputation.
Note 17: Financial Data by Business Segment
Following the NBCUniversal transaction, we present our operations in five reportable segments: Cable Communications, Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks. The Comcast Content Business is presented with NBCUniversal’s businesses in the Cable Networks segment. The businesses of Comcast Interactive Media (previously presented in Corporate and Other) that were not contributed to NBCUniversal are included in the Cable Communications segment. We have recast our segment presentation for the three and nine months ended September 30, 2010 in order to reflect our current reportable segments. Following the acquisition of the 50% equity interest in UCDP that NBCUniversal did not already own, we revised our measure of operating performance for our Theme Parks segment. Operating income (loss) before depreciation and amortization for our Theme Parks segment now includes 100% of the results of operations of UCDP. Prior to this transaction, equity in income (loss) of investees was included in operating income (loss) before depreciation and amortization due to the significance of UCDP to the Theme Parks segment. We have recast our Theme Parks segment performance measure for the nine months ended September 30, 2011 in order to reflect our current segment performance measure. See Note 4 for additional information on the NBCUniversal and UCDP transactions.
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In evaluating the profitability of our operating segments, the components of net income (loss) below operating income (loss) before depreciation and amortization are not separately evaluated by our management. Our financial data by business segment is presented in the table below.
| Three Months Ended September 30, 2011 | ||||||||||||||||||||
| (in millions) | Revenue(i) | Operating Income (Loss) Before Depreciation and Amortization(j) | Depreciation and Amortization | Operating Income (Loss) | Capital Expenditures | |||||||||||||||
Cable Communications(a) | $ | 9,331 | $ | 3,714 | $ | 1,579 | $ | 2,135 | $ | 1,254 | ||||||||||
NBCUniversal: | ||||||||||||||||||||
Cable Networks(b) | 2,097 | 751 | 183 | 568 | 7 | |||||||||||||||
Broadcast Television(c) | 1,511 | (7 | ) | 24 | (31 | ) | 16 | |||||||||||||
Filmed Entertainment(d) | 1,096 | 54 | 6 | 48 | 2 | |||||||||||||||
Theme Parks(e) | 580 | 285 | 63 | 222 | 42 | |||||||||||||||
Headquarters and Other(f) | 9 | (132 | ) | 56 | (188 | ) | 41 | |||||||||||||
Eliminations(g) | (93 | ) | — | — | — | — | ||||||||||||||
NBCUniversal | 5,200 | 951 | 332 | 619 | 108 | |||||||||||||||
Corporate and Other(h) | 107 | (91 | ) | 23 | (114 | ) | 46 | |||||||||||||
Eliminations(g) | (299 | ) | — | (1 | ) | 1 | — | |||||||||||||
Comcast Consolidated | $ | 14,339 | $ | 4,574 | $ | 1,933 | $ | 2,641 | $ | 1,408 | ||||||||||
| Three Months Ended September 30, 2010 | ||||||||||||||||||||
| (in millions) | Revenue(i) | Operating Income (Loss) Before Depreciation and Amortization(j) | Depreciation and Amortization | Operating Income (Loss) | Capital Expenditures | |||||||||||||||
Cable Communications(a) | $ | 8,885 | $ | 3,479 | $ | 1,547 | $ | 1,932 | $ | 1,317 | ||||||||||
Cable Networks(b) | 670 | 215 | 68 | 147 | 11 | |||||||||||||||
Corporate and Other(h) | (1 | ) | (115 | ) | 9 | (124 | ) | 38 | ||||||||||||
Eliminations(g) | (65 | ) | (1 | ) | — | (1 | ) | — | ||||||||||||
Comcast Consolidated | $ | 9,489 | $ | 3,578 | $ | 1,624 | $ | 1,954 | $ | 1,366 | ||||||||||
| Nine Months Ended September 30, 2011 | ||||||||||||||||||||||||
| (in millions) | Revenue(i) | Operating Income (Loss) Before Depreciation and Amortization(j) | Depreciation and Amortization | Operating Income (Loss) | Capital Expenditures | Assets | ||||||||||||||||||
Cable Communications(a) | $ | 27,756 | $ | 11,349 | $ | 4,791 | $ | 6,558 | $ | 3,488 | $ | 118,561 | ||||||||||||
NBCUniversal: | ||||||||||||||||||||||||
Cable Networks(b) | 5,902 | 2,262 | 523 | 1,739 | 37 | 28,684 | ||||||||||||||||||
Broadcast Television(c) | 4,094 | 218 | 54 | 164 | 33 | 7,402 | ||||||||||||||||||
Filmed Entertainment(d) | 2,972 | (62 | ) | 15 | (77 | ) | 4 | 3,795 | ||||||||||||||||
Theme Parks(e) | 1,376 | 607 | 133 | 474 | 82 | 5,053 | ||||||||||||||||||
Headquarters and Other(f) | 34 | (381 | ) | 120 | (501 | ) | 83 | 5,591 | ||||||||||||||||
Eliminations(g) | (856 | ) | (234 | ) | (54 | ) | (180 | ) | — | (552 | ) | |||||||||||||
NBCUniversal | 13,522 | 2,410 | 791 | 1,619 | 239 | 49,973 | ||||||||||||||||||
Corporate and Other(h) | 423 | (319 | ) | 55 | (374 | ) | 58 | 6,199 | ||||||||||||||||
Eliminations(g) | (901 | ) | 1 | 1 | — | — | (17,906 | ) | ||||||||||||||||
Comcast Consolidated | $ | 40,800 | $ | 13,441 | $ | 5,638 | $ | 7,803 | $ | 3,785 | $ | 156,827 | ||||||||||||
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| Nine Months Ended September 30, 2010 | ||||||||||||||||||||
| (in millions) | Revenue(i) | Operating Income (Loss) Before Depreciation and Amortization(j) | Depreciation and Amortization | Operating Income (Loss) | Capital Expenditures | |||||||||||||||
Cable Communications(a) | $ | 26,313 | $ | 10,599 | $ | 4,680 | $ | 5,919 | $ | 3,349 | ||||||||||
Cable Networks(b) | 2,025 | 613 | 209 | 404 | 33 | |||||||||||||||
Corporate and Other(h) | 105 | (332 | ) | 23 | (355 | ) | 47 | |||||||||||||
Eliminations(g) | (227 | ) | — | 1 | (1 | ) | — | |||||||||||||
Comcast Consolidated | $ | 28,216 | $ | 10,880 | $ | 4,913 | $ | 5,967 | $ | 3,429 | ||||||||||
| (a) | Our Cable Communications segment consists primarily of our cable services business and the businesses of Comcast Interactive Media that were not contributed to NBCUniversal. |
For the three and nine months ended September 30, 2011 and 2010, Cable Communications segment revenue was derived from the following sources:
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
Video | 52.4 | % | 54.5 | % | 53.0 | % | 55.2 | % | ||||||||
High-speed Internet | 23.6 | % | 22.6 | % | 23.4 | % | 22.5 | % | ||||||||
Phone | 9.5 | % | 9.3 | % | 9.4 | % | 9.3 | % | ||||||||
Advertising | 5.3 | % | 5.8 | % | 5.3 | % | 5.4 | % | ||||||||
Business services | 5.0 | % | 3.7 | % | 4.7 | % | 3.4 | % | ||||||||
Other | 4.2 | % | 4.1 | % | 4.2 | % | 4.2 | % | ||||||||
Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Subscription revenue received from customers who purchase bundled services at a discounted rate is allocated proportionally to each service based on the individual service’s price on a stand-alone basis. For both the three and nine months ended September 30, 2011 and 2010, approximately 2.8% of Cable Communications revenue was derived from franchise and other regulatory fees.
| (b) | Our Cable Networks segment consists primarily of the NBCUniversal national cable networks, international cable networks, cable television production studio and certain digital media properties, and the Comcast Content Business. |
| (c) | Our Broadcast Television segment consists primarily of the NBC network and its owned NBC affiliated local television stations, the Telemundo network and its owned Telemundo affiliated local television stations, our broadcast television production operations, and related digital media properties. |
| (d) | Our Filmed Entertainment segment represents the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment and stage plays worldwide in various media formats for theatrical, home entertainment, television and other distribution platforms. |
| (e) | Our Theme Parks segment consists primarily of Universal theme parks in Orlando and Hollywood, our Wet ‘n Wild water park, and fees for intellectual property licenses and other services from third parties that own and operate Universal Studios Japan and Universal Studios Singapore. |
| (f) | NBCUniversal Headquarters and Other activities include costs associated with overhead and allocations and employee benefits. |
| (g) | Eliminations include the results of operations for UCDP for the period January 29, 2011 through June 30, 2011. The Theme Parks segment includes these amounts to reflect the current segment performance measure but these amounts are not included when we measure total NBCUniversal and our consolidated results of operations because we recorded UCDP as an equity method investment in our consolidated financial statements during this period. |
Also included in Eliminations are transactions that our segments enter into with one another. The most common types of transactions are the following:
| • | our Cable Networks and Broadcast Television segments generate revenue by selling programming to our Cable Communications segment, which represents a substantial majority of the revenue elimination amount |
| • | our Cable Communications segment receives incentives offered by our Cable Networks segment in connection with its distribution of the Cable Networks’ content that are recorded as a reduction to programming expenses |
| • | our Cable Communications segment generates revenue by selling advertising and by selling the use of satellite feeds to our Cable Networks segment |
| • | our Filmed Entertainment and Broadcast Television segments generate revenue by licensing content to our Cable Networks segment |
| (h) | Corporate and Other activities include Comcast Spectacor, corporate activities and all other businesses not presented in our reportable segments. |
| (i) | Non-U.S. revenue, primarily in Europe and Asia, for the three and nine months ended September 30, 2011 was approximately $1.1 billion and $2.9 billion, respectively. Non-U.S. revenue was not significant for the three and nine months ended September 30, 2010. No single customer accounted for a significant amount of our revenue in any period. |
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| (j) | We use operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses from the sale of assets, if any, to measure the profit or loss of our operating segments. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of certain of our businesses and from intangible assets recognized in business combinations. It is also unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance, the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure is useful to investors because it is one of the bases for comparing our operating performance with other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. This measure should not be considered a substitute for operating income (loss), net income (loss) attributable to Comcast Corporation, net cash provided by operating activities, or other measures of performance or liquidity reported in accordance with GAAP. |
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Note 18: Condensed Consolidating Financial Information
Comcast Corporation and four of our 100% owned cable holding company subsidiaries, Comcast Cable Communications, LLC (“CCCL”), Comcast MO Group, Inc. (“Comcast MO Group”), Comcast Cable Holdings, LLC (“CCH”) and Comcast MO of Delaware, LLC (“Comcast MO of Delaware”), have fully and unconditionally guaranteed each other’s debt securities. Comcast MO Group, CCH and Comcast MO of Delaware are collectively referred to as the “Combined CCHMO Parents.”
Comcast Corporation provides an unconditional subordinated guarantee of the $185 million principal amount currently outstanding of Comcast Holdings’ ZONES due October 2029 and the $202 million principal amount currently outstanding of Comcast Holdings’ 105/8% senior subordinated debentures due 2012. Comcast Corporation does not guarantee the $62 million principal amount currently outstanding of Comcast Holdings’ ZONES due November 2029.
As a result of the NBCUniversal transaction on January 28, 2011, our investments in NBCUniversal Holdings are held by the Comcast parent and Comcast Holdings. Certain entities of the Comcast Content Business were subsidiaries of Comcast Holdings. Since these entities were contributed to NBCUniversal Holdings, they are included with the Comcast Parent’s investment in NBCUniversal Holdings. However, the operations of these businesses are presented in the nonguarantor subsidiaries column. Our condensed consolidating financial information is presented in the tables below.
Condensed Consolidating Balance Sheet
September 30, 2011
| (in millions) | Comcast Parent | CCCL Parent | Combined CCHMO Parents | Comcast Holdings | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation | |||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | — | $ | — | $ | 1,806 | $ | — | $ | 1,806 | ||||||||||||||
Receivables, net | — | — | — | — | 4,096 | — | 4,096 | |||||||||||||||||||||
Programming rights | — | — | — | — | 1,055 | — | 1,055 | |||||||||||||||||||||
Other current assets | 154 | 2 | 1 | — | 1,468 | — | 1,625 | |||||||||||||||||||||
Total current assets | 154 | 2 | 1 | — | 8,425 | — | 8,582 | |||||||||||||||||||||
Film and television costs | — | — | — | — | 5,369 | — | 5,369 | |||||||||||||||||||||
Investments | — | — | — | — | 9,575 | — | 9,575 | |||||||||||||||||||||
Investments in and amounts due from subsidiaries eliminated upon consolidation | 71,319 | 88,112 | 44,755 | 86,696 | 34,669 | (325,551 | ) | — | ||||||||||||||||||||
Property and equipment, net | 263 | — | — | — | 27,178 | — | 27,441 | |||||||||||||||||||||
Franchise rights | — | — | — | — | 59,442 | — | 59,442 | |||||||||||||||||||||
Goodwill | — | — | — | — | 26,831 | — | 26,831 | |||||||||||||||||||||
Other intangible assets, net | 10 | — | — | — | 17,376 | — | 17,386 | |||||||||||||||||||||
Other noncurrent assets, net | 971 | 39 | 6 | 148 | 1,692 | (655 | ) | 2,201 | ||||||||||||||||||||
Total assets | $ | 72,717 | $ | 88,153 | $ | 44,762 | $ | 86,844 | $ | 190,557 | $ | (326,206 | ) | $ | 156,827 | |||||||||||||
Liabilities and Equity | ||||||||||||||||||||||||||||
Accounts payable and accrued expenses related to trade creditors | $ | 13 | $ | — | $ | — | $ | — | $ | 5,442 | $ | — | $ | 5,455 | ||||||||||||||
Accrued participations and residuals | — | — | — | — | 1,247 | — | 1,247 | |||||||||||||||||||||
Accrued expenses and other current liabilities | 935 | 278 | 32 | 267 | 3,484 | — | 4,996 | |||||||||||||||||||||
Current portion of long-term debt | 400 | 300 | 557 | 202 | 989 | — | 2,448 | |||||||||||||||||||||
Total current liabilities | 1,348 | 578 | 589 | 469 | 11,162 | — | 14,146 | |||||||||||||||||||||
Long-term debt, less current portion | 22,842 | 3,961 | 1,767 | 112 | 9,840 | — | 38,522 | |||||||||||||||||||||
Deferred income taxes | — | — | — | 721 | 29,454 | (512 | ) | 29,663 | ||||||||||||||||||||
Other noncurrent liabilities | 1,844 | — | — | — | 9,956 | (143 | ) | 11,657 | ||||||||||||||||||||
Redeemable noncontrolling interests | — | — | — | — | 15,827 | — | 15,827 | |||||||||||||||||||||
Equity: | ||||||||||||||||||||||||||||
Common stock | 32 | — | — | — | — | — | 32 | |||||||||||||||||||||
Other shareholders’ equity | 46,651 | 83,614 | 42,406 | 85,542 | 113,989 | (325,551 | ) | 46,651 | ||||||||||||||||||||
Total Comcast Corporation shareholders’ equity | 46,683 | 83,614 | 42,406 | 85,542 | 113,989 | (325,551 | ) | 46,683 | ||||||||||||||||||||
Noncontrolling interests | — | — | — | — | 329 | — | 329 | |||||||||||||||||||||
Total equity | 46,683 | 83,614 | 42,406 | 85,542 | 114,318 | (325,551 | ) | 47,012 | ||||||||||||||||||||
Total liabilities and equity | $ | 72,717 | $ | 88,153 | $ | 44,762 | $ | 86,844 | $ | 190,557 | $ | (326,206 | ) | $ | 156,827 | |||||||||||||
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Condensed Consolidating Balance Sheet
December 31, 2010
| (in millions) | Comcast Parent | CCCL Parent | Combined CCHMO Parents | Comcast Holdings | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation | |||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | — | $ | — | $ | 5,984 | $ | — | $ | 5,984 | ||||||||||||||
Receivables, net | — | — | — | — | 1,855 | — | 1,855 | |||||||||||||||||||||
Programming rights | — | — | — | — | 122 | — | 122 | |||||||||||||||||||||
Other current assets | 162 | — | — | — | 763 | — | 925 | |||||||||||||||||||||
Total current assets | 162 | — | — | — | 8,724 | — | 8,886 | |||||||||||||||||||||
Film and television costs | — | — | — | — | 460 | — | 460 | |||||||||||||||||||||
Investments | — | — | — | — | 6,670 | — | 6,670 | |||||||||||||||||||||
Investments in and amounts due from subsidiaries eliminated upon consolidation | 68,987 | 90,076 | 52,652 | 72,629 | 12,339 | (296,683 | ) | — | ||||||||||||||||||||
Property and equipment, net | 278 | — | — | — | 23,237 | — | 23,515 | |||||||||||||||||||||
Franchise rights | — | — | — | — | 59,442 | — | 59,442 | |||||||||||||||||||||
Goodwill | — | — | — | — | 14,958 | — | 14,958 | |||||||||||||||||||||
Other intangible assets, net | 10 | — | — | — | 3,421 | — | 3,431 | |||||||||||||||||||||
Other noncurrent assets, net | 1,128 | 45 | — | 148 | 670 | (819 | ) | 1,172 | ||||||||||||||||||||
Total assets | $ | 70,565 | $ | 90,121 | $ | 52,652 | $ | 72,777 | $ | 129,921 | $ | (297,502 | ) | $ | 118,534 | |||||||||||||
Liabilities and Equity | ||||||||||||||||||||||||||||
Accounts payable and accrued expenses related to trade creditors | $ | 6 | $ | 3 | $ | — | $ | — | $ | 3,282 | $ | — | $ | 3,291 | ||||||||||||||
Accrued expenses and other current liabilities | 1,038 | 187 | 74 | 266 | 1,578 | — | 3,143 | |||||||||||||||||||||
Current portion of long-term debt | 755 | 1,000 | — | — | 45 | — | 1,800 | |||||||||||||||||||||
Total current liabilities | 1,799 | 1,190 | 74 | 266 | 4,905 | — | 8,234 | |||||||||||||||||||||
Long-term debt, less current portion | 22,754 | 3,963 | 2,339 | 310 | 249 | — | 29,615 | |||||||||||||||||||||
Deferred income taxes | — | — | — | 704 | 28,218 | (676 | ) | 28,246 | ||||||||||||||||||||
Other noncurrent liabilities | 1,658 | — | — | — | 6,347 | (143 | ) | 7,862 | ||||||||||||||||||||
Redeemable noncontrolling interests | — | — | — | — | 143 | — | 143 | |||||||||||||||||||||
Equity: | ||||||||||||||||||||||||||||
Common stock | 32 | — | — | — | — | — | 32 | |||||||||||||||||||||
Other shareholders’ equity | 44,322 | 84,968 | 50,239 | 71,497 | 89,979 | (296,683 | ) | 44,322 | ||||||||||||||||||||
Total Comcast Corporation shareholders’ equity | 44,354 | 84,968 | 50,239 | 71,497 | 89,979 | (296,683 | ) | 44,354 | ||||||||||||||||||||
Noncontrolling interests | — | — | — | — | 80 | — | 80 | |||||||||||||||||||||
Total equity | 44,354 | 84,968 | 50,239 | 71,497 | 90,059 | (296,683 | ) | 44,434 | ||||||||||||||||||||
Total liabilities and equity | $ | 70,565 | $ | 90,121 | $ | 52,652 | $ | 72,777 | $ | 129,921 | $ | (297,502 | ) | $ | 118,534 | |||||||||||||
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Condensed Consolidating Statement of Income
For the Three Months Ended September 30, 2011
| (in millions) | Comcast Parent | CCCL Parent | Combined CCHMO Parents | Comcast Holdings | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation | |||||||||||||||||||||
Revenue: | ||||||||||||||||||||||||||||
Service revenue | $ | — | $ | — | $ | — | $ | — | $ | 14,339 | $ | — | $ | 14,339 | ||||||||||||||
Management fee revenue | 200 | 194 | 119 | — | — | (513 | ) | — | ||||||||||||||||||||
| 200 | 194 | 119 | — | 14,339 | (513 | ) | 14,339 | |||||||||||||||||||||
Costs and Expenses: | ||||||||||||||||||||||||||||
Operating costs and expenses | 84 | 194 | 119 | — | 9,881 | (513 | ) | 9,765 | ||||||||||||||||||||
Depreciation | 8 | — | — | — | 1,532 | — | 1,540 | |||||||||||||||||||||
Amortization | — | — | — | — | 393 | — | 393 | |||||||||||||||||||||
| 92 | 194 | 119 | — | 11,806 | (513 | ) | 11,698 | |||||||||||||||||||||
Operating income (loss) | 108 | — | — | — | 2,533 | — | 2,641 | |||||||||||||||||||||
Other Income (Expense): | ||||||||||||||||||||||||||||
Interest expense | (358 | ) | (82 | ) | (43 | ) | (8 | ) | (146 | ) | — | (637 | ) | |||||||||||||||
Investment income (loss), net | 1 | — | — | (5 | ) | (143 | ) | — | (147 | ) | ||||||||||||||||||
Equity in net income (losses) of investees, net | 1,072 | 1,369 | 787 | 1,338 | (40 | ) | (4,566 | ) | (40 | ) | ||||||||||||||||||
Other income (expense), net | (3 | ) | — | — | — | (9 | ) | — | (12 | ) | ||||||||||||||||||
| 712 | 1,287 | 744 | 1,325 | (338 | ) | (4,566 | ) | (836 | ) | |||||||||||||||||||
Income (loss) before income taxes | 820 | 1,287 | 744 | 1,325 | 2,195 | (4,566 | ) | 1,805 | ||||||||||||||||||||
Income tax (expense) benefit | 88 | 29 | 15 | 5 | (776 | ) | — | (639 | ) | |||||||||||||||||||
Net income (loss) from consolidated operations | 908 | 1,316 | 759 | 1,330 | 1,419 | (4,566 | ) | 1,166 | ||||||||||||||||||||
Net (income) loss attributable to noncontrolling interests | — | — | — | — | (258 | ) | — | (258 | ) | |||||||||||||||||||
Net income (loss) attributable to Comcast Corporation | $ | 908 | $ | 1,316 | $ | 759 | $ | 1,330 | $ | 1,161 | $ | (4,566 | ) | $ | 908 | |||||||||||||
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Condensed Consolidating Statement of Income
For the Three Months Ended September 30, 2010
| (in millions) | Comcast Parent | CCCL Parent | Combined CCHMO Parents | Comcast Holdings | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation | |||||||||||||||||||||
Revenue: | ||||||||||||||||||||||||||||
Service revenue | $ | — | $ | — | $ | — | $ | — | $ | 9,489 | $ | — | $ | 9,489 | ||||||||||||||
Management fee revenue | 202 | 182 | 113 | — | — | (497 | ) | — | ||||||||||||||||||||
| 202 | 182 | 113 | — | 9,489 | (497 | ) | 9,489 | |||||||||||||||||||||
Costs and Expenses: | ||||||||||||||||||||||||||||
Operating costs and expenses | 106 | 182 | 113 | 15 | 5,992 | (497 | ) | 5,911 | ||||||||||||||||||||
Depreciation | 8 | — | — | — | 1,369 | — | 1,377 | |||||||||||||||||||||
Amortization | 2 | — | — | — | 245 | — | 247 | |||||||||||||||||||||
| 116 | 182 | 113 | 15 | 7,606 | (497 | ) | 7,535 | |||||||||||||||||||||
Operating income (loss) | 86 | — | — | (15 | ) | 1,883 | — | 1,954 | ||||||||||||||||||||
Other Income (Expense): | ||||||||||||||||||||||||||||
Interest expense | (357 | ) | (101 | ) | (44 | ) | (8 | ) | (35 | ) | — | (545 | ) | |||||||||||||||
Investment income (loss), net | 2 | — | — | (1 | ) | 108 | — | 109 | ||||||||||||||||||||
Equity in net income (losses) of investees, net | 1,057 | 1,119 | 701 | 1,137 | (40 | ) | (4,014 | ) | (40 | ) | ||||||||||||||||||
Other income (expense), net | (24 | ) | — | — | — | — | — | (24 | ) | |||||||||||||||||||
| 678 | 1,018 | 657 | 1,128 | 33 | (4,014 | ) | (500 | ) | ||||||||||||||||||||
Income (loss) before income taxes | 764 | 1,018 | 657 | 1,113 | 1,916 | (4,014 | ) | 1,454 | ||||||||||||||||||||
Income tax (expense) benefit | 103 | 36 | 16 | 9 | (748 | ) | — | (584 | ) | |||||||||||||||||||
Net income (loss) from consolidated operations | 867 | 1,054 | 673 | 1,122 | 1,168 | (4,014 | ) | 870 | ||||||||||||||||||||
Net (income) loss attributable to noncontrolling interests | — | — | — | — | (3 | ) | — | (3 | ) | |||||||||||||||||||
Net income (loss) attributable to Comcast Corporation | $ | 867 | $ | 1,054 | $ | 673 | $ | 1,122 | $ | 1,165 | $ | (4,014 | ) | $ | 867 | |||||||||||||
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Condensed Consolidating Statement of Income
For the Nine Months Ended September 30, 2011
| (in millions) | Comcast Parent | CCCL Parent | Combined CCHMO Parents | Comcast Holdings | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation | |||||||||||||||||||||
Revenue: | ||||||||||||||||||||||||||||
Service revenue | $ | — | $ | — | $ | — | $ | — | $ | 40,800 | $ | — | $ | 40,800 | ||||||||||||||
Management fee revenue | 598 | 574 | 353 | — | — | (1,525 | ) | — | ||||||||||||||||||||
| 598 | 574 | 353 | — | 40,800 | (1,525 | ) | 40,800 | |||||||||||||||||||||
Costs and Expenses: | ||||||||||||||||||||||||||||
Operating costs and expenses | 321 | 574 | 353 | 5 | 27,631 | (1,525 | ) | 27,359 | ||||||||||||||||||||
Depreciation | 22 | — | — | — | 4,482 | — | 4,504 | |||||||||||||||||||||
Amortization | 2 | — | — | — | 1,132 | — | 1,134 | |||||||||||||||||||||
| 345 | 574 | 353 | 5 | 33,245 | (1,525 | ) | 32,997 | |||||||||||||||||||||
Operating income (loss) | 253 | — | — | (5 | ) | 7,555 | — | 7,803 | ||||||||||||||||||||
Other Income (Expense): | ||||||||||||||||||||||||||||
Interest expense | (1,077 | ) | (255 | ) | (129 | ) | (24 | ) | (378 | ) | — | (1,863 | ) | |||||||||||||||
Investment income (loss), net | 4 | — | — | — | (1 | ) | — | 3 | ||||||||||||||||||||
Equity in net income (losses) of investees, net | 3,419 | 4,028 | 2,386 | 4,054 | (40 | ) | (13,887 | ) | (40 | ) | ||||||||||||||||||
Other income (expense), net | (19 | ) | — | — | 1 | (64 | ) | — | (82 | ) | ||||||||||||||||||
| 2,327 | 3,773 | 2,257 | 4,031 | (483 | ) | (13,887 | ) | (1,982 | ) | |||||||||||||||||||
Income (loss) before income taxes | 2,580 | 3,773 | 2,257 | 4,026 | 7,072 | (13,887 | ) | 5,821 | ||||||||||||||||||||
Income tax (expense) benefit | 293 | 89 | 45 | 10 | (2,686 | ) | — | (2,249 | ) | |||||||||||||||||||
Net income (loss) from consolidated operations | 2,873 | 3,862 | 2,302 | 4,036 | 4,386 | (13,887 | ) | 3,572 | ||||||||||||||||||||
Net (income) loss attributable to noncontrolling interests | — | — | — | — | (699 | ) | — | (699 | ) | |||||||||||||||||||
Net income (loss) attributable to Comcast Corporation | $ | 2,873 | $ | 3,862 | $ | 2,302 | $ | 4,036 | $ | 3,687 | $ | (13,887 | ) | $ | 2,873 | |||||||||||||
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Condensed Consolidating Statement of Income
For the Nine Months Ended September 30, 2010
| (in millions) | Comcast Parent | CCCL Parent | Combined CCHMO Parents | Comcast Holdings | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation | |||||||||||||||||||||
Revenue: | ||||||||||||||||||||||||||||
Service revenue | $ | — | $ | — | $ | — | $ | — | $ | 28,216 | $ | — | $ | 28,216 | ||||||||||||||
Management fee revenue | 600 | 539 | 335 | — | — | (1,474 | ) | — | ||||||||||||||||||||
| 600 | 539 | 335 | — | 28,216 | (1,474 | ) | 28,216 | |||||||||||||||||||||
Costs and Expenses: | ||||||||||||||||||||||||||||
Operating costs and expenses | 337 | 539 | 335 | 44 | 17,555 | (1,474 | ) | 17,336 | ||||||||||||||||||||
Depreciation | 22 | — | — | — | 4,145 | — | 4,167 | |||||||||||||||||||||
Amortization | 2 | — | — | — | 744 | — | 746 | |||||||||||||||||||||
| 361 | 539 | 335 | 44 | 22,444 | (1,474 | ) | 22,249 | |||||||||||||||||||||
Operating income (loss) | 239 | — | — | (44 | ) | 5,772 | — | 5,967 | ||||||||||||||||||||
Other Income (Expense): | ||||||||||||||||||||||||||||
Interest expense | (1,049 | ) | (303 | ) | (130 | ) | (25 | ) | (105 | ) | — | (1,612 | ) | |||||||||||||||
Investment income (loss), net | 5 | — | — | 1 | 204 | — | 210 | |||||||||||||||||||||
Equity in net income (losses) of investees, net | 3,187 | 3,403 | 2,131 | 3,439 | (98 | ) | (12,160 | ) | (98 | ) | ||||||||||||||||||
Other income (expense), net | (72 | ) | — | — | — | 3 | — | (69 | ) | |||||||||||||||||||
| 2,071 | 3,100 | 2,001 | 3,415 | 4 | (12,160 | ) | (1,569 | ) | ||||||||||||||||||||
Income (loss) before income taxes | 2,310 | 3,100 | 2,001 | 3,371 | 5,776 | (12,160 | ) | 4,398 | ||||||||||||||||||||
Income tax (expense) benefit | 307 | 106 | 46 | 24 | (2,246 | ) | — | (1,763 | ) | |||||||||||||||||||
Net income (loss) from consolidated operations | 2,617 | 3,206 | 2,047 | 3,395 | 3,530 | (12,160 | ) | 2,635 | ||||||||||||||||||||
Net (income) loss attributable to noncontrolling interests | — | — | — | — | (18 | ) | — | (18 | ) | |||||||||||||||||||
Net income (loss) attributable to Comcast Corporation | $ | 2,617 | $ | 3,206 | $ | 2,047 | $ | 3,395 | $ | 3,512 | $ | (12,160 | ) | $ | 2,617 | |||||||||||||
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Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2011
| (in millions) | Comcast Parent | CCCL Parent | Combined CCHMO Parents | Comcast Holdings | Non-Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation | |||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | (476 | ) | $ | (60 | ) | $ | (141 | ) | $ | (19 | ) | $ | 10,902 | $ | — | $ | 10,206 | ||||||||||
Investing Activities | ||||||||||||||||||||||||||||
Net transactions with affiliates | 3,066 | 760 | 141 | 19 | (3,986 | ) | — | — | ||||||||||||||||||||
Capital expenditures | (4 | ) | — | — | — | (3,781 | ) | — | (3,785 | ) | ||||||||||||||||||
Cash paid for intangible assets | (2 | ) | — | — | — | (503 | ) | — | (505 | ) | ||||||||||||||||||
Acquisitions, net of cash acquired | — | — | — | — | (6,407 | ) | — | (6,407 | ) | |||||||||||||||||||
Proceeds from sales of investments | — | — | — | — | 154 | — | 154 | |||||||||||||||||||||
Purchase of investments | — | — | — | — | (85 | ) | — | (85 | ) | |||||||||||||||||||
Other | — | — | — | — | (33 | ) | — | (33 | ) | |||||||||||||||||||
Net cash provided by (used in) investing activities | 3,060 | 760 | 141 | 19 | (14,641 | ) | — | (10,661 | ) | |||||||||||||||||||
Financing Activities | ||||||||||||||||||||||||||||
Proceeds from (repayments of) short-term borrowings, net | 397 | 300 | — | — | 945 | — | 1,642 | |||||||||||||||||||||
Repurchases and repayments of debt | (750 | ) | (1,000 | ) | — | — | (1,063 | ) | — | (2,813 | ) | |||||||||||||||||
Repurchases and retirements of common stock | (1,650 | ) | — | — | — | — | — | (1,650 | ) | |||||||||||||||||||
Dividends paid | (881 | ) | — | — | — | — | — | (881 | ) | |||||||||||||||||||
Distributions (to) from noncontrolling interests | — | — | — | — | (237 | ) | — | (237 | ) | |||||||||||||||||||
Other | 300 | — | — | — | (84 | ) | — | 216 | ||||||||||||||||||||
Net cash provided by (used in) financing activities | (2,584 | ) | (700 | ) | — | — | (439 | ) | — | (3,723 | ) | |||||||||||||||||
Increase (decrease) in cash and cash equivalents | — | — | — | — | (4,178 | ) | — | (4,178 | ) | |||||||||||||||||||
Cash and cash equivalents, beginning of period | — | — | — | — | 5,984 | — | 5,984 | |||||||||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | — | $ | — | $ | — | $ | 1,806 | $ | — | $ | 1,806 | ||||||||||||||
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Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2010
| (in millions) | Comcast Parent | CCCL Parent | Combined CCHMO Parents | Comcast Holdings | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation | |||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | (1,320 | ) | $ | (137 | ) | $ | (141 | ) | $ | (223 | ) | $ | 9,553 | $ | — | $ | 7,732 | ||||||||||
Investing Activities | ||||||||||||||||||||||||||||
Net transactions with affiliates | 1,268 | 137 | 141 | 236 | (1,782 | ) | — | — | ||||||||||||||||||||
Capital expenditures | (3 | ) | — | — | — | (3,426 | ) | — | (3,429 | ) | ||||||||||||||||||
Cash paid for intangible assets | — | — | — | — | (372 | ) | — | (372 | ) | |||||||||||||||||||
Acquisitions, net of cash acquired | — | — | — | — | (183 | ) | — | (183 | ) | |||||||||||||||||||
Proceeds from sales of investments | — | — | — | — | 21 | — | 21 | |||||||||||||||||||||
Purchases of investments | — | — | — | — | (54 | ) | — | (54 | ) | |||||||||||||||||||
Other | — | — | — | — | 149 | — | 149 | |||||||||||||||||||||
Net cash provided by (used in) investing activities | 1,265 | 137 | 141 | 236 | (5,647 | ) | — | (3,868 | ) | |||||||||||||||||||
Financing Activities | ||||||||||||||||||||||||||||
Proceeds from borrowings | 2,394 | — | — | — | 26 | — | 2,420 | |||||||||||||||||||||
Repurchases and repayments of debt | (600 | ) | — | — | (13 | ) | (36 | ) | — | (649 | ) | |||||||||||||||||
Repurchases and retirements of common stock | (892 | ) | — | — | — | — | — | (892 | ) | |||||||||||||||||||
Dividends paid | (800 | ) | — | — | — | — | — | (800 | ) | |||||||||||||||||||
Distributions (to) from noncontrolling interests | — | — | — | — | (48 | ) | — | (48 | ) | |||||||||||||||||||
Other | (47 | ) | — | — | — | 23 | — | (24 | ) | |||||||||||||||||||
Net cash provided by (used in) financing activities | 55 | — | — | (13 | ) | (35 | ) | — | 7 | |||||||||||||||||||
Increase (decrease) in cash and cash equivalents | — | — | — | — | 3,871 | — | 3,871 | |||||||||||||||||||||
Cash and cash equivalents, beginning of period | — | — | — | — | 671 | — | 671 | |||||||||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | — | $ | — | $ | — | $ | 4,542 | $ | — | $ | 4,542 | ||||||||||||||
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a leading provider of entertainment, information and communications products and services. On January 28, 2011, we closed our transaction with General Electric Company (“GE”) in which we acquired control of the businesses of NBC Universal, Inc. (now named NBCUniversal Media, LLC (“NBCUniversal”)). As a result of the NBCUniversal transaction, we now present five reportable segments: Cable Communications (previously our Cable segment), Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks. The operations of our national programming networks (previously presented in our Programming segment), our regional sports and news networks (previously presented in our Cable segment) and our contributed Comcast Interactive Media businesses (previously presented in Corporate and Other) are presented within the Cable Networks segment. The Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks segments comprise the NBCUniversal businesses and are referred to as the “NBCUniversal segments.” The businesses of Comcast Interactive Media that were not contributed to NBCUniversal are included in our Cable Communications segment. Additional information about the transaction is discussed below under the heading “NBCUniversal Transaction.”
Cable Communications
Our Cable Communications segment is one of the nation’s leading providers of video, high-speed Internet and phone services (“cable services”) to residential and business customers. As of September 30, 2011, our cable systems served approximately 22.4 million video customers, 17.8 million high-speed Internet customers and 9.2 million phone customers and passed more than 52 million homes and businesses in 39 states and the District of Columbia. The results of our cable system operations are reported in our Cable Communications segment, which represented approximately 68% of our consolidated revenue and 84% of our consolidated operating income before depreciation and amortization during the nine months ended September 30, 2011.
NBCUniversal
NBCUniversal is a leading media and entertainment company that develops, produces and distributes entertainment, news and information, sports, and other content for global audiences. Our Cable Networks segment consists primarily of our national cable networks, our regional sports and news networks, our international cable networks, our cable television production studio, and certain digital media properties, which consist primarily of brand-aligned and other websites.
Our Broadcast Television segment consists primarily of the NBC network and its owned NBC affiliated local television stations, the Telemundo network and its owned Telemundo affiliated local television stations, our broadcast television production operations, and related digital media properties, which consist primarily of brand-aligned websites.
Our Filmed Entertainment segment consists of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment and stage plays worldwide in various media formats for theatrical, home entertainment, television and other distribution platforms.
Our Theme Parks segment consists primarily of our Universal theme parks in Orlando and Hollywood, our Wet ‘n Wild water park, and fees from intellectual property licenses and other services from third parties that own and operate Universal Studios Japan and Universal Studios Singapore. Through June 30, 2011, NBCUniversal held a 50% equity interest in, and received special and other fees from, Universal City Development Partners, Ltd. (“UCDP”), which owns Universal Studios Florida and Universal’s Islands of Adventure in Orlando, Florida. On July 1, 2011, NBCUniversal completed its acquisition of the remaining 50% equity interest in UCDP that it did not already own for $1 billion. As a result, UCDP is now a wholly owned consolidated subsidiary of NBCUniversal, and the operating results of UCDP are consolidated with our results following the acquisition date.
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Significant Developments
The following are the more significant developments in our businesses during the nine months ended September 30, 2011:
| • | the close of the NBCUniversal transaction on January 28, 2011; see “NBCUniversal Transaction” below for additional information |
| • | NBCUniversal’s acquisition of the remaining 50% interest in UCDP for $1 billion on July 1, 2011 |
| • | an increase in consolidated revenue of 44.6% to $40.8 billion and an increase in consolidated operating income of 30.8% to $7.8 billion; the NBCUniversal acquired businesses contributed $10.1 billion to revenue, $1.6 billion to operating income before depreciation and amortization and $952 million to operating income |
| • | an increase in Cable Communications segment revenue of 5.5% to $27.8 billion and an increase in Cable Communications segment operating income before depreciation and amortization of 7.1% to $11.3 billion |
| • | the addition of 823,000 high-speed Internet customers and 586,000 phone customers; and a decrease of 443,000 video customers |
| • | an increase in Cable Communications business services revenue of 43.3% to $1.3 billion |
| • | an increase in Cable Communications segment capital expenditures of 4.1% to $3.5 billion |
| • | the repurchase of 73 million shares of our Class A Special common stock under our share repurchase authorization for $1.7 billion |
| • | the payment of $881 million in dividends |
| • | the acceptance by the International Olympic Committee of NBCUniversal’s bid of $4.38 billion in the aggregate for the U.S. broadcast rights for the 2014 Sochi Olympic Games, 2016 Rio de Janeiro Olympic Games, 2018 Pyeongchang Olympic Games and 2020 Summer Olympic Games |
NBCUniversal Transaction
On January 28, 2011, we closed our transaction with GE to form a new company named NBCUniversal, LLC (“NBCUniversal Holdings”). We now control and own 51% of NBCUniversal Holdings and GE owns the remaining 49%. As part of the NBCUniversal transaction, GE contributed the businesses of NBCUniversal, which is now a wholly owned subsidiary of NBCUniversal Holdings. The NBCUniversal contributed businesses include its national cable programming networks, the NBC network and its owned NBC affiliated local television stations, the Telemundo network and its owned Telemundo affiliated local television stations, Universal Pictures, the Universal Studios Hollywood theme park, and other related assets. We contributed our national cable programming networks, our regional sports and news networks, certain of our Internet businesses, including DailyCandy and Fandango, and other related assets (the “Comcast Content Business”). In addition to contributing the Comcast Content Business, we made a cash payment to GE of $6.2 billion, which included various transaction-related costs. We expect to receive tax benefits related to the transaction and have agreed to share with GE certain of these future tax benefits as they are realized.
In connection with the NBCUniversal transaction, during 2010 NBCUniversal issued $9.1 billion of senior debt securities with maturities ranging from 2014 to 2041 and repaid approximately $1.7 billion of existing debt. Prior to the close, NBCUniversal made a cash distribution of approximately $7.4 billion to GE.
We have incurred significant transaction costs directly related to the NBCUniversal transaction. The incremental expenses related to legal, accounting and valuation services and investment banking fees are reflected in operating costs and expenses. We also incurred certain financing costs and other shared costs with GE associated with NBCUniversal debt facilities that were entered into in December 2009 and with the issuance of NBCUniversal’s senior notes in 2010, which are included in other income (expense), net and interest expense.
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In addition, during the three and nine months ended September 30, 2011, NBCUniversal incurred transaction-related costs associated with severance and other related compensation charges, which are included in operating costs and expenses.
The table below presents the transaction costs and transaction-related costs included in our consolidated statement of income.
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| (in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Operating costs and expenses | ||||||||||||||||
Transaction costs | $ | — | $ | 21 | $ | 63 | $ | 57 | ||||||||
Transaction-related costs | 14 | — | 64 | — | ||||||||||||
Total operating costs and expenses | 14 | 21 | 127 | 57 | ||||||||||||
Other expense | — | 43 | 16 | 91 | ||||||||||||
Interest expense | — | 2 | — | 6 | ||||||||||||
Total | $ | 14 | $ | 66 | $ | 143 | $ | 154 | ||||||||
Because we now control NBCUniversal Holdings, we have applied acquisition accounting to the NBCUniversal contributed businesses and their results of operations are included in our consolidated results of operations following the acquisition date. The net assets of the NBCUniversal contributed businesses were recorded at their estimated fair value. In valuing acquired assets and liabilities, fair value estimates are based on, but are not limited to, future expected cash flows, market rate assumptions for contractual obligations, actuarial assumptions for benefit plans and appropriate discount rates. The Comcast Content Business continues at its historical or carry-over basis. The acquisition adjustments significantly impact depreciation and amortization expense and also impact the amortization of film and television costs, which is included in operating costs and expenses.
Consolidated Operating Results
| Three Months Ended September 30 | Increase/ (Decrease) | Nine Months Ended September 30 | Increase/ (Decrease) | |||||||||||||||||||||
| (in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||||||||||
Revenue | $ | 14,339 | $ | 9,489 | 51.1 | % | $ | 40,800 | $ | 28,216 | 44.6 | % | ||||||||||||
Costs and Expenses: | ||||||||||||||||||||||||
Operating costs and expenses | 9,765 | 5,911 | 65.2 | 27,359 | 17,336 | 57.8 | ||||||||||||||||||
Depreciation | 1,540 | 1,377 | 11.9 | 4,504 | 4,167 | 8.1 | ||||||||||||||||||
Amortization | 393 | 247 | 58.9 | 1,134 | 746 | 52.1 | ||||||||||||||||||
Operating income | 2,641 | 1,954 | 35.1 | 7,803 | 5,967 | 30.8 | ||||||||||||||||||
Other income (expense) items, net | (836 | ) | (500 | ) | 66.9 | (1,982 | ) | (1,569 | ) | 26.3 | ||||||||||||||
Income before income taxes | 1,805 | 1,454 | 24.2 | 5,821 | 4,398 | 32.4 | ||||||||||||||||||
Income tax expense | (639 | ) | (584 | ) | 9.4 | (2,249 | ) | (1,763 | ) | 27.6 | ||||||||||||||
Net income from consolidated operations | 1,166 | 870 | 34.1 | 3,572 | 2,635 | 35.6 | ||||||||||||||||||
Net (income) loss attributable to noncontrolling interests | (258 | ) | (3 | ) | NM | (699 | ) | (18 | ) | NM | ||||||||||||||
Net income attributable to Comcast Corporation | $ | 908 | $ | 867 | 4.7 | % | $ | 2,873 | $ | 2,617 | 9.8 | % | ||||||||||||
All percentages are calculated based on actual amounts. Minor differences may exist due to rounding.
Percentage changes that are considered not meaningful are denoted with NM.
The comparability of our consolidated results of operations was impacted by the NBCUniversal transaction, which closed on January 28, 2011, and the UCDP transaction, which closed on July 1, 2011. NBCUniversal’s and UCDP’s results of operations are included in our consolidated financial statements following their respective acquisition dates.
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Consolidated Revenue
Our Cable Communications segment and the NBCUniversal segments accounted for substantially all of the increases in consolidated revenue for the three and nine months ended September 30, 2011 compared to the same periods in 2010. For the three and nine months ended September 30, 2011, $3.8 billion and $10.1 billion, respectively, of the increases were related to the addition of the NBCUniversal contributed businesses. For the three and nine months ended September 30, 2011, $375 million of the increases were related to the consolidation of UCDP. The remaining changes in consolidated revenue related to our other business activities, primarily Comcast Spectacor. Revenue for our Cable Communications and NBCUniversal segments is discussed separately under the heading “Segment Operating Results.”
Consolidated Operating Costs and Expenses
Our Cable Communications segment and the NBCUniversal segments accounted for substantially all of the increases in consolidated operating costs and expenses for the three and nine months ended September 30, 2011 compared to the same periods in 2010. For the three and nine months ended September 30, 2011, $3.2 billion and $8.5 billion, respectively, of the increases were related to the addition of the NBCUniversal contributed businesses. For the three and nine months ended September 30, 2011, $201 million of the increases were related to the consolidation of UCDP. The remaining changes in consolidated operating costs and expenses related to our other business activities, primarily Comcast Spectacor, and costs associated with the NBCUniversal transaction of $63 million for the nine months ended September 30, 2011. Operating costs and expenses for our Cable Communications and NBCUniversal segments are discussed separately under the heading “Segment Operating Results.”
Consolidated Depreciation and Amortization
Consolidated depreciation and amortization increased primarily as a result of the NBCUniversal and UCDP transactions. For the three and nine months ended September 30, 2011, $297 million and $667 million, respectively, of the increases in consolidated depreciation and amortization were related to the addition of the NBCUniversal contributed businesses and the consolidation of UCDP.
Segment Operating Results
Beginning in the first quarter of 2011, we changed our reportable segments as a result of the close of the NBCUniversal transaction on January 28, 2011. We have recast our segment presentation for the three and nine months ended September 30, 2010 to reflect our current operating segments. Following the acquisition of the 50% equity interest in UCDP that NBCUniversal did not already own, we revised our measure of operating performance for our Theme Parks segment. Operating income (loss) before depreciation and amortization for our Theme Parks segment now includes 100% of the results of operations of UCDP. Prior to this transaction, equity in income (loss) of investees was included in operating income (loss) before depreciation and amortization due to the significance of UCDP to the Theme Parks segment. We have recast our Theme Parks segment performance measure for the nine months ended September 30, 2011 in order to reflect our current segment performance measure.
Our segment operating results are presented based on how we assess operating performance and internally report financial information. We use operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses from the sale of assets, if any, as the measure of profit or loss for our operating segments. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of certain of our businesses and from intangible assets recognized in business combinations. Additionally, it is unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. Because we use operating income (loss) before depreciation and amortization to measure our segment profit or loss, we reconcile it to operating income, the most directly comparable financial measure calculated and presented in accordance with generally accepted
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accounting principles in the United States (“GAAP”) in the business segment footnote to our condensed consolidated financial statements (see Note 17 to our condensed consolidated financial statements). This measure should not be considered a substitute for operating income (loss), net income (loss) attributable to Comcast Corporation, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP.
Cable Communications Segment—Results of Operations
| 0000000 | 0000000 | 0000000 | 0000000 | |||||||||||||
| Three Months Ended September 30 | Increase/ (Decrease) | |||||||||||||||
| (in millions) | 2011 | 2010 | $ | % | ||||||||||||
Revenue | ||||||||||||||||
Video | $ | 4,892 | $ | 4,839 | $ | 53 | 1.1 | % | ||||||||
High-speed Internet | 2,205 | 2,009 | 196 | 9.8 | ||||||||||||
Phone | 883 | 829 | 54 | 6.3 | ||||||||||||
Advertising | 492 | 512 | (20 | ) | (4.0 | ) | ||||||||||
Business services | 464 | 334 | 130 | 39.4 | ||||||||||||
Other | 395 | 362 | 33 | 8.6 | ||||||||||||
Total revenue | 9,331 | 8,885 | 446 | 5.0 | ||||||||||||
Operating costs and expenses | ||||||||||||||||
Programming | 1,964 | 1,846 | 118 | 6.4 | ||||||||||||
Technical labor | 587 | 594 | (7 | ) | (1.1 | ) | ||||||||||
Customer service | 466 | 463 | 3 | 0.7 | ||||||||||||
Marketing | 650 | 587 | 63 | 10.7 | ||||||||||||
Other | 1,950 | 1,916 | 34 | 1.7 | ||||||||||||
Total operating costs and expenses | 5,617 | 5,406 | 211 | 3.9 | ||||||||||||
Operating income before depreciation and amortization | $ | 3,714 | $ | 3,479 | $ | 235 | 6.7 | % | ||||||||
| 00000000 | 00000000 | 00000000 | 00000000 | |||||||||||||
| Nine Months Ended September 30 | Increase/ (Decrease) | |||||||||||||||
| (in millions) | 2011 | 2010 | $ | % | ||||||||||||
Revenue | ||||||||||||||||
Video | $ | 14,724 | $ | 14,525 | $ | 199 | 1.4 | % | ||||||||
High-speed Internet | 6,497 | 5,926 | 571 | 9.6 | ||||||||||||
Phone | 2,621 | 2,458 | 163 | 6.6 | ||||||||||||
Advertising | 1,459 | 1,418 | 41 | 2.9 | ||||||||||||
Business services | 1,293 | 903 | 390 | 43.3 | ||||||||||||
Other | 1,162 | 1,083 | 79 | 7.3 | ||||||||||||
Total revenue | 27,756 | 26,313 | 1,443 | 5.5 | ||||||||||||
Operating costs and expenses | ||||||||||||||||
Programming | 5,896 | 5,580 | 316 | 5.7 | ||||||||||||
Technical labor | 1,729 | 1,696 | 33 | 1.9 | ||||||||||||
Customer service | 1,385 | 1,367 | 18 | 1.3 | ||||||||||||
Marketing | 1,826 | 1,605 | 221 | 13.8 | ||||||||||||
Other | 5,571 | 5,466 | 105 | 1.9 | ||||||||||||
Total operating costs and expenses | 16,407 | 15,714 | 693 | 4.4 | ||||||||||||
Operating income before depreciation and amortization | $ | 11,349 | $ | 10,599 | $ | 750 | 7.1 | % | ||||||||
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Customer Metrics
| Total Customers | Net Additional Customers | |||||||||||||||||
| September 30, | Three Months Ended | Nine Months Ended | ||||||||||||||||
| (in thousands) | 2011 | 2010 | September 30, 2011 | |||||||||||||||
Video customers | 22,360 | 22,937 | (165 | ) | (443 | ) | ||||||||||||
High-speed Internet customers | 17,811 | 16,696 | 261 | 823 | ||||||||||||||
Phone customers | 9,196 | 8,353 | 133 | 586 | ||||||||||||||
Cable Communications Segment—Revenue
Our average monthly total revenue per video customer for the three months ended September 30, 2011 increased to approximately $139 from approximately $128 for the three months ended September 30, 2010. Our average monthly total revenue per video customer for the nine months ended September 30, 2011 increased to approximately $137 from approximately $126 for the nine months ended September 30, 2010. The increases in average monthly total revenue per video customer were primarily due to an increased number of residential customers receiving multiple services, rate adjustments and a higher contribution from business services.
Video
Our video revenue increased during the three and nine months ended September 30, 2011 compared to the same periods in 2010 primarily due to rate adjustments and customer upgrades to our digital and advanced services, which consist of high-definition television (“HDTV”) and digital video recorder (“DVR”). During the three and nine months ended September 30, 2011, the number of video customers decreased primarily due to competitive pressures in our service areas and weakness in the economy. We expect further declines in the number of residential video customers during the remainder of 2011 for similar reasons.
High-Speed Internet
Our high-speed Internet revenue increased during the three and nine months ended September 30, 2011 compared to the same periods in 2010 primarily due to increases in the number of residential customers and rate adjustments.
Phone
Our phone revenue increased during the three and nine months ended September 30, 2011 compared to the same periods in 2010 primarily due to increases in the number of residential customers.
Advertising
Our advertising revenue decreased during the three months ended September 30, 2011 compared to the same period in 2010 primarily due to lower political advertising revenue in the third quarter of 2011. Our advertising revenue increased during the nine months ended September 30, 2011 compared to the same period in 2010 primarily due to improvements in the overall television advertising market in the first half of 2011.
Business Services
Our business services revenue increased during the three and nine months ended September 30, 2011 compared to the same periods in 2010 primarily due to increases in the number of customers across all services.
Other
Other revenue includes revenue generated from franchise and other regulatory fees, our digital media center, commissions from electronic retailing networks, and fees from other services.
Cable Communications Segment—Operating Costs and Expenses
Programming expenses increased during the three and nine months ended September 30, 2011 compared to the same periods in 2010 primarily due to increased rates, additional digital customers and additional programming options offered. Marketing expenses increased during the three and nine months ended September 30, 2011 compared to the same periods in 2010 primarily due to increases in spending associated with the continued expansion of business services and costs associated with the Xfinity brand and competitive marketing.
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NBCUniversal Segments—Results of Operations
The discussion below compares the NBCUniversal segments’ actual results for the three months ended September 30, 2011 with pro forma combined results for the three months ended September 30, 2010 and pro forma combined results for the nine months ended September 30, 2011 and 2010. Management believes reviewing our operating results by combining actual and pro forma results for the NBCUniversal segments is more useful in identifying trends in, or reaching conclusions regarding, the overall operating performance of these segments. Our pro forma segment information includes adjustments as if the NBCUniversal and UCDP transactions had occurred on January 1, 2010. Our pro forma data is also adjusted for the effects of acquisition accounting and the elimination of costs and expenses directly related to the transactions but does not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. Pro forma amounts are not necessarily indicative of what our results would have been had we operated the NBCUniversal contributed businesses or UCDP since January 1, 2010, nor of our future results.
The operating results of the NBCUniversal segments are presented in the table below.
| Three Months Ended September 30, 2010 | ||||||||||||||||||||||||||||
| Actual(a) | Actual(a) | Pro Forma(b) | Pro Forma Combined(c) | Pro Forma Combined Increase/(Decrease) | ||||||||||||||||||||||||
| (in millions) | Three Months Ended September 30, 2011 | Comcast Content Business | NBCUniversal Businesses | Total | $ | % | ||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||
Cable Networks | $ | 2,097 | $ | 670 | $ | 1,202 | $ | 1,872 | $ | 225 | 12.0 | % | ||||||||||||||||
Broadcast Television | 1,511 | — | 1,468 | 1,468 | 43 | 2.9 | ||||||||||||||||||||||
Filmed Entertainment | 1,096 | — | 1,190 | 1,190 | (94 | ) | (7.8 | ) | ||||||||||||||||||||
Theme Parks | 580 | — | 531 | 531 | 49 | 9.1 | ||||||||||||||||||||||
Headquarters, other and eliminations | (84 | ) | — | (87 | ) | (87 | ) | 3 | 4.4 | |||||||||||||||||||
Total revenue | $ | 5,200 | $ | 670 | $ | 4,304 | $ | 4,974 | $ | 226 | 4.6 | % | ||||||||||||||||
Operating Income Before Depreciation and Amortization | ||||||||||||||||||||||||||||
Cable Networks | $ | 751 | $ | 215 | $ | 552 | $ | 767 | $ | (16 | ) | (2.0 | )% | |||||||||||||||
Broadcast Television | (7 | ) | — | 70 | 70 | (77 | ) | (109.6 | ) | |||||||||||||||||||
Filmed Entertainment | 54 | — | 66 | 66 | (12 | ) | (16.9 | ) | ||||||||||||||||||||
Theme Parks | 285 | — | 252 | 252 | 33 | 12.6 | ||||||||||||||||||||||
Headquarters, other and eliminations | (132 | ) | — | (107 | ) | (107 | ) | (25 | ) | (24.1 | ) | |||||||||||||||||
Total operating income before depreciation and amortization | $ | 951 | $ | 215 | $ | 833 | $ | 1,048 | $ | (97 | ) | (9.3 | )% | |||||||||||||||
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| 2011 | 2010 | |||||||||||||||||||||||||||||||||||
| Actual(a) | Pro Forma(b) | Pro Forma Combined(c) | Actual(a) | Pro Forma(b) | Pro Forma Combined(c) | Pro Forma Combined Increase/(Decrease) | ||||||||||||||||||||||||||||||
| (in millions) | Nine Months | NBCUniversal Businesses | Nine Months | Comcast Content Business | NBCUniversal Businesses | Nine Months | $ | % | ||||||||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||||||||||
Cable Networks | $ | 5,902 | $ | 388 | $ | 6,290 | $ | 2,025 | $ | 3,559 | $ | 5,584 | $ | 706 | 12.6 | % | ||||||||||||||||||||
Broadcast Television | 4,094 | 464 | 4,558 | — | 4,976 | 4,976 | (418 | ) | (8.4 | ) | ||||||||||||||||||||||||||
Filmed Entertainment | 2,972 | 353 | 3,325 | — | 3,287 | 3,287 | 38 | 1.2 | ||||||||||||||||||||||||||||
Theme Parks | 1,376 | 115 | 1,491 | — | 1,122 | 1,122 | 369 | 32.9 | ||||||||||||||||||||||||||||
Headquarters, other and eliminations | (822 | ) | 544 | (278 | ) | — | (286 | ) | (286 | ) | 8 | 2.9 | ||||||||||||||||||||||||
Total revenue | $ | 13,522 | $ | 1,864 | $ | 15,386 | $ | 2,025 | $ | 12,658 | $ | 14,683 | $ | 703 | 4.8 | % | ||||||||||||||||||||
Operating Income Before Depreciation and Amortization | ||||||||||||||||||||||||||||||||||||
Cable Networks | $ | 2,262 | $ | 152 | $ | 2,414 | $ | 613 | $ | 1,753 | $ | 2,366 | $ | 48 | 2.0 | % | ||||||||||||||||||||
Broadcast Television | 218 | (15 | ) | 203 | — | 63 | 63 | 140 | 222.6 | |||||||||||||||||||||||||||
Filmed Entertainment | (62 | ) | (3 | ) | (65 | ) | — | 58 | 58 | (123 | ) | (212.0 | ) | |||||||||||||||||||||||
Theme Parks | 607 | 37 | 644 | — | 399 | 399 | 245 | 61.2 | ||||||||||||||||||||||||||||
Headquarters, other and eliminations | (615 | ) | 136 | (479 | ) | — | (331 | ) | (331 | ) | (148 | ) | (44.8 | ) | ||||||||||||||||||||||
Total operating income before depreciation and amortization | $ | 2,410 | $ | 307 | $ | 2,717 | $ | 613 | $ | 1,942 | $ | 2,555 | $ | 162 | 6.3 | % | ||||||||||||||||||||
| (a) | Actual amounts for our reportable segments include the results of operations for the Comcast Content Business for the three and nine months ended September 30, 2011 and 2010, and the results of operations for the NBCUniversal acquired businesses and UCDP for the three months ended September 30, 2011 and for the period January 29, 2011 through September 30, 2011. Headquarters, other and eliminations includes the elimination of the results of operations for UCDP for the period January 29, 2011 through June 30, 2011 in order to reconcile to our condensed consolidated financial statements because UCDP was recorded as an equity method investment during that period. |
| (b) | Pro forma amounts include the results of operations for the NBCUniversal acquired businesses and UCDP for the period January 1, 2011 through January 28, 2011 and for the three and nine months ended September 30, 2010. These amounts also include pro forma adjustments as if the NBCUniversal and UCDP transactions had occurred on January 1, 2010, including the effects of acquisition accounting and the elimination of operating costs and expenses directly related to the transactions, but do not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. Pro forma amounts are not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. Total pro forma adjustments increased operating income before depreciation and amortization by $7 million and $48 million for the nine months ended September 30, 2011 and 2010, respectively. Total pro forma adjustments increased operating income before depreciation and amortization by $12 million for the three months ended September 30, 2010. |
| (c) | Pro forma combined amounts represent our pro forma results of operations as if the NBCUniversal and UCDP transactions had occurred on January 1, 2010 but are not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. |
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Cable Networks Segment—Actual and Pro Forma Results of Operations
Our Cable Networks segment consists primarily of our national cable entertainment networks (USA Network, Syfy, E!, Bravo, Oxygen, Style, G4, Chiller, Cloo (formerly Sleuth) and Universal HD); our national cable news and information networks (CNBC, MSNBC and CNBC World); our national cable sports networks (Golf Channel and VERSUS); our regional sports and news networks; our international cable networks (including CNBC Europe, CNBC Asia and our Universal Networks International portfolio of networks); our cable television production studio; and certain digital media properties consisting primarily of brand-aligned websites and other websites, such as DailyCandy, Fandango and iVillage.
| Three Months Ended September 30, 2010 | ||||||||||||||||||||||||||||
| Actual(a) | Actual(a) | Pro Forma(b) | Pro Forma Combined(c) | Pro Forma Combined Increase/(Decrease) | ||||||||||||||||||||||||
| (in millions) | Three Months Ended September 30, | Comcast Content Business | NBCUniversal Businesses | Total | $ | % | ||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||
Distribution | $ | 1,095 | $ | 403 | $ | 591 | $ | 994 | $ | 101 | 10.2 | % | ||||||||||||||||
Advertising | 803 | 220 | 513 | 733 | 70 | 9.5 | ||||||||||||||||||||||
Other | 199 | 47 | 98 | 145 | 54 | 37.2 | ||||||||||||||||||||||
Total revenue | 2,097 | 670 | 1,202 | 1,872 | 225 | 12.0 | ||||||||||||||||||||||
Operating costs and expenses | 1,346 | 455 | 650 | 1,105 | 241 | 21.8 | ||||||||||||||||||||||
Operating income before depreciation and amortization | $ | 751 | $ | 215 | $ | 552 | $ | 767 | $ | (16 | ) | (2.0 | )% | |||||||||||||||
| 2011 | 2010 | |||||||||||||||||||||||||||||||||||
| Actual(a) | Pro Forma(b) | Pro Forma Combined(c) | Actual(a) | Pro Forma(b) | Pro Forma Combined(c) | Pro Forma Combined Increase/(Decrease) | ||||||||||||||||||||||||||||||
| (in millions) | Nine Months Ended September 30 | For the period | Nine Months | Comcast | NBCUniversal Businesses | Nine Months | $ | % | ||||||||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||||||||||
Distribution | $ | 3,101 | $ | 188 | $ | 3,289 | $ | 1,194 | $ | 1,767 | $ | 2,961 | $ | 328 | 11.1 | % | ||||||||||||||||||||
Advertising | 2,297 | 162 | 2,459 | 681 | 1,529 | 2,210 | 249 | 11.3 | ||||||||||||||||||||||||||||
Other | 504 | 38 | 542 | 150 | 263 | 413 | 129 | 31.2 | ||||||||||||||||||||||||||||
Total revenue | 5,902 | 388 | 6,290 | 2,025 | 3,559 | 5,584 | 706 | 12.6 | ||||||||||||||||||||||||||||
Operating costs and expenses | 3,640 | 236 | 3,876 | 1,412 | 1,806 | 3,218 | 658 | 20.4 | ||||||||||||||||||||||||||||
Operating income before depreciation and amortization | $ | 2,262 | $ | 152 | $ | 2,414 | $ | 613 | $ | 1,753 | $ | 2,366 | $ | 48 | 2.0 | % | ||||||||||||||||||||
| (a) | Actual amounts include the results of operations for the Comcast Content Business for the three and nine months ended September 30, 2011 and 2010 and the results of operations for the NBCUniversal acquired businesses for the three months ended September 30, 2011 and for the period January 29 through September 30, 2011. |
| (b) | Pro forma amounts include the results of operations for the NBCUniversal acquired businesses for the period January 1, 2011 through January 28, 2011 and for the three and nine months ended September 30, 2010. These amounts also include pro forma adjustments as if the NBCUniversal transaction had occurred on January 1, 2010, including the effects of acquisition accounting and the elimination of operating costs and expenses directly related to the transaction, but do not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. Pro forma amounts are not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. |
| (c) | Pro forma combined amounts represent our pro forma results of operations as if the NBCUniversal transaction had occurred on January 1, 2010 but are not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. |
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Cable Networks Segment—Revenue
Our Cable Networks segment primarily generates revenue from the distribution of our cable programming content and from the sale of advertising. Distribution revenue is generated from distribution agreements with multichannel video providers. Advertising revenue is generated from the sale of commercial time on our national and international cable networks and related digital media properties. We also generate television production revenue from the exploitation of our owned programming.
Distribution revenue is affected by the number of subscribers receiving our cable networks and the fees we charge per subscriber for each of our cable networks. Our advertising revenue depends on audience ratings, the value of the demographics of our cable networks’ viewers to advertisers and the number of advertising units we can place in our cable networks’ programming schedules. Advertising revenue is affected by the strength of the advertising market, general economic conditions and the success of our programming. Our U.S. advertising revenue is also generally higher in the second and fourth quarters of each year due to seasonal increases in consumer advertising.
Distribution revenue for the three months ended September 30, 2011 and pro forma combined distribution revenue for the nine months ended September 30, 2011 increased compared to the same periods in 2010 primarily due to rate increases and increases in the number of subscribers to our cable networks. Advertising revenue for the three months ended September 30, 2011 and pro forma combined advertising revenue for the nine months ended September 30, 2011 increased compared to the same periods in 2010 primarily due to increases in the price of advertising units sold. Other revenue for the three months ended September 30, 2011 and pro forma combined other revenue for the nine months ended September 30, 2011 increased compared to the same periods in 2010 primarily due to increases in the licensing of our owned content from our cable production studio. For both the three and nine months ended September 30, 2011, approximately 13% of our Cable Networks segment pro forma combined revenue was generated from our Cable Communications segment. These amounts are eliminated in our consolidated financial statements but are included in the amounts presented above.
The current collective bargaining agreement with the National Basketball Association (“NBA”) players’ union expired at the end of the 2010-11 season. If the NBA player lockout continues, the number of NBA games that we broadcast on our cable networks, and our revenue from these broadcasts, may be affected.
Cable Networks Segment—Operating Costs and Expenses
Our Cable Networks segment operating costs and expenses consist primarily of programming and production costs, advertising and marketing costs, and other operating costs and expenses. Programming and production costs include the amortization of owned and acquired programming, direct production costs, residual and participation payments, production overhead, and on-air talent costs. Advertising and marketing costs primarily consist of the costs incurred in promoting our cable networks, as well as in the replication, distribution and marketing costs of DVDs and Blu-ray discs (together, “DVDs”), costs associated with digital media, and the costs of licensing our programming to third-party networks and other media platforms. Other operating costs and expenses include salaries, employee benefits, rent and other overhead costs.
Operating costs and expenses for the three months ended September 30, 2011 and pro forma combined operating costs and expenses for the nine months ended September 30, 2011 increased compared to the same periods in 2010 primarily due to higher programming and production costs associated with an increase in the volume of original programming, and changes in estimates associated with the application of acquisition accounting. We have invested and expect to continue to invest in new programming that will cause our programming and production expenses to increase in the future.
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Broadcast Television Segment—Actual and Pro Forma Results of Operations
Our Broadcast Television segment consists primarily of our U.S. broadcast networks, NBC and Telemundo; our 10 NBC and 15 Telemundo owned local television stations; our broadcast television production operations; and our related digital media properties, which consist primarily of brand-aligned websites.
| Actual(a) | Pro Forma(b) | Pro Forma Increase/(Decrease) | ||||||||||||||||||
| (in millions) | Three Months Ended September 30, 2011 | Three Months Ended September 30, 2010 | $ | % | ||||||||||||||||
Revenue | ||||||||||||||||||||
Advertising | $ | 974 | $ | 975 | $ | (1 | ) | (0.1 | )% | |||||||||||
Content licensing | 399 | 343 | 56 | 16.1 | ||||||||||||||||
Other | 138 | 150 | (12 | ) | (8.1 | ) | ||||||||||||||
Total revenue | 1,511 | 1,468 | 43 | 2.9 | ||||||||||||||||
Operating costs and expenses | 1,518 | 1,398 | 120 | 8.6 | ||||||||||||||||
Operating income before depreciation and amortization | $ | (7 | ) | $ | 70 | $ | (77 | ) | (109.6 | )% | ||||||||||
| 2011 | 2010 | |||||||||||||||||||||||||||
| Actual(a) | Pro Forma(b) | Pro Forma Combined(c) | Pro Forma(b) | Pro Forma Combined Increase/(Decrease) | ||||||||||||||||||||||||
| (in millions) | For the period January 29 through September 30 | For the period January 1 through January 28 | Nine Months Ended September 30 | Nine Months Ended September 30 | $ | % | ||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||
Advertising | $ | 2,683 | $ | 315 | $ | 2,998 | $ | 3,468 | $ | (470 | ) | (13.5 | )% | |||||||||||||||
Content licensing | 1,080 | 111 | 1,191 | 927 | 264 | 28.2 | ||||||||||||||||||||||
Other | 331 | 38 | 369 | 581 | (212 | ) | (36.2 | ) | ||||||||||||||||||||
Total revenue | 4,094 | 464 | 4,558 | 4,976 | (418 | ) | (8.4 | ) | ||||||||||||||||||||
Operating costs and expenses | 3,876 | 479 | 4,355 | 4,913 | (558 | ) | (11.4 | ) | ||||||||||||||||||||
Operating income before depreciation and amortization | $ | 218 | $ | (15 | ) | $ | 203 | $ | 63 | $ | 140 | 222.6 | % | |||||||||||||||
| (a) | Actual amounts include the results of operations for the NBCUniversal acquired businesses for the three months ended September 30, 2011 and for the period January 29, 2011 through September 30, 2011. |
| (b) | Pro forma amounts include the results of operations for the NBCUniversal acquired businesses for the period January 1, 2011 through January 28, 2011 and for the three and nine months ended September 30, 2010. These amounts also include pro forma adjustments as if the NBCUniversal transaction had occurred on January 1, 2010, including the effects of acquisition accounting and the elimination of operating costs and expenses directly related to the transaction, but do not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. Pro forma amounts are not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. |
| (c) | Pro forma combined amounts represent our pro forma results of operations as if the NBCUniversal transaction had occurred on January 1, 2010 but are not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. |
Broadcast Television Segment—Revenue
Our Broadcast Television segment revenue consists primarily of advertising revenue and content licensing revenue. Advertising revenue is generated from the sale of commercial time on our broadcast networks, owned local television stations and related digital media properties. Content licensing revenue includes content license fees and other revenue generated from the exploitation of our owned programming in the U.S. and internationally. We also generate other revenue from the sale of our owned programming on DVDs through electronic sell-through and in other formats, and from the licensing of our brands and characters for consumer products.
Our advertising revenue is generally based on audience ratings, the value of the demographics of our broadcast networks’ and owned television stations’ viewers to advertisers, and the number of advertising units we can place in our broadcast networks’ and owned television stations’ programming schedules. Advertising revenue is affected
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by the strength of the advertising market, general economic conditions and the success of our programming. To date, the NBC network has experienced lower audience ratings for its 2011 fall primetime schedule than its 2010 schedule. Our U.S. advertising revenue is generally higher in the second and fourth quarters of each year due to seasonal increases in consumer advertising.
Content licensing revenue depends on the length and terms of the initial network license for our owned programming and our ability to subsequently license that programming to other networks, both in the U.S. and internationally, and to individual local U.S. television stations. In recent years, the production and distribution costs related to our owned programming have exceeded the license fees generated from the initial network license by an increasing amount. Exploitation of our owned television programming after the initial network license is critical to the financial success of a television series. Other revenue from further exploitation of our owned programming and intellectual property is driven primarily by the popularity of our broadcast networks and series and, therefore, fluctuates based on consumer spending and acceptance.
Advertising revenue for the three months ended September 30, 2011 remained comparable to the same period in 2010, as an increase in the price of advertising units sold was substantially offset by lower political advertising at our owned local television stations, as well as a decline in audience ratings, primarily in our primetime schedule. A continued decline in audience ratings could negatively affect our advertising revenue in future periods. Pro forma combined advertising revenue for the nine months ended September 30, 2011 decreased compared to the same period in 2010 primarily due to revenue recognized in 2010 related to the 2010 Vancouver Olympics. Content licensing revenue for the three months ended September 30, 2011 and pro forma combined content licensing revenue for the nine months ended September 30, 2011 increased compared to the same periods in 2010 primarily due to increased licensing of our owned content in international markets in the current quarter and the impact of new licensing agreements for certain prior season and library content entered into during the nine months ended September 30, 2011. Other revenue for the three months ended September 30, 2011 and pro forma combined other revenue for the nine months ended September 30, 2011 decreased compared to the same periods in 2010 primarily due to a decline in DVD sales during the three months ended September 30, 2011 and the absence of the Vancouver Olympics during the nine months ended September 30, 2011.
Broadcast Television Segment—Operating Costs and Expenses
Our Broadcast Television segment operating costs and expenses consist primarily of programming and production costs, advertising and marketing costs, and other operating costs and expenses. Programming and production costs relate to content originating on our broadcast networks and owned local television stations and include the amortization of owned and acquired programming costs, direct production costs, residual and participation payments, production overhead, and on-air talent costs. Advertising and marketing costs consist primarily of the costs incurred in promoting our owned television programming, as well as the replication, distribution and marketing costs of DVDs, costs associated with digital media, and the costs of licensing our programming to third parties and other media platforms. Other operating costs and expenses include salaries, employee benefits, rent and other overhead costs.
Operating costs and expenses for the three months ended September 30, 2011 increased compared to the same period in 2010 primarily due to increases in programming costs associated with our primetime and news programming and a reduction in bad debt reserves in the same period in 2010. Pro forma combined operating costs and expenses for the nine months ended September 30, 2011 decreased compared to the same period in 2010 primarily due to $1 billion of programming costs recognized in 2010 associated with the 2010 Vancouver Olympics. Excluding the impact of the Vancouver Olympics, operating costs and expenses increased for the nine months ended September 30, 2011 primarily due to higher programming costs associated with a greater number of original primetime series in 2011 and changes in estimates associated with the application of acquisition accounting, as well as an increase in advertising and promotion costs. We have invested and expect to continue to invest in new programming that will cause our programming and production expenses to increase in the future.
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Filmed Entertainment Segment—Actual and Pro Forma Results of Operations
Our Filmed Entertainment segment consists of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment and stage plays worldwide in various media formats for theatrical, home entertainment, television and other distribution platforms.
| Actual(a) | Pro Forma(b) | Pro Forma Increase/(Decrease) | ||||||||||||||||||
| (in millions) | Three Months Ended September 30, 2011 | Three Months Ended September 30, 2010 | $ | % | ||||||||||||||||
Revenue | ||||||||||||||||||||
Theatrical | $ | 196 | $ | 288 | $ | (92 | ) | (32.2 | )% | |||||||||||
Content licensing | 337 | 356 | (19 | ) | (5.2 | ) | ||||||||||||||
Home entertainment | 427 | 357 | 70 | 19.8 | ||||||||||||||||
Other | 136 | 189 | (53 | ) | (27.9 | ) | ||||||||||||||
Total revenue | 1,096 | 1,190 | (94 | ) | (7.8 | ) | ||||||||||||||
Operating costs and expenses | 1,042 | 1,124 | (82 | ) | (7.3 | ) | ||||||||||||||
Operating income before depreciation and amortization | $ | 54 | $ | 66 | $ | (12 | ) | (16.9 | )% | |||||||||||
| 2011 | 2010 | |||||||||||||||||||||||||||
| Actual(a) | Pro Forma(b) | Pro Forma Combined(c) | Pro Forma(b) | Pro Forma Combined Increase/(Decrease) | ||||||||||||||||||||||||
| (in millions) | For the period January 29 through September 30 | For the period January 1 through January 28 | Nine Months Ended September 30 | Nine Months Ended September 30 | $ | % | ||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||
Theatrical | $ | 816 | $ | 58 | $ | 874 | $ | 724 | $ | 150 | 20.6 | % | ||||||||||||||||
Content licensing | 867 | 171 | 1,038 | 1,007 | 31 | 3.1 | ||||||||||||||||||||||
Home entertainment | 947 | 96 | 1,043 | 1,090 | (47 | ) | (4.3 | ) | ||||||||||||||||||||
Other | 342 | 28 | 370 | 466 | (96 | ) | (20.9 | ) | ||||||||||||||||||||
Total revenue | 2,972 | 353 | 3,325 | 3,287 | 38 | 1.2 | ||||||||||||||||||||||
Operating costs and expenses | 3,034 | 356 | 3,390 | 3,229 | 161 | 5.0 | ||||||||||||||||||||||
Operating income before depreciation and amortization | $ | (62 | ) | $ | (3 | ) | $ | (65 | ) | $ | 58 | $ | (123 | ) | (212.0 | )% | ||||||||||||
| (a) | Actual amounts include the results of operations for the NBCUniversal acquired businesses for the three months ended September 30, 2011 and for the period January 29, 2011 through September 30, 2011. |
| (b) | Pro forma amounts include the results of operations for the NBCUniversal acquired businesses for the period January 1, 2011 through January 28, 2011 and for the three and nine months ended September 30, 2010. These amounts also include pro forma adjustments as if the NBCUniversal transaction had occurred on January 1, 2010, including the effects of acquisition accounting and the elimination of operating costs and expenses directly related to the transaction, but do not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. Pro forma amounts are not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. |
| (c) | Pro forma combined amounts represent our pro forma results of operations as if the NBCUniversal transaction had occurred on January 1, 2010 but are not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. |
Filmed Entertainment Segment—Revenue
Our Filmed Entertainment segment revenue consists primarily of theatrical revenue, content licensing revenue and home entertainment revenue. Theatrical revenue is generated from the worldwide theatrical release of our owned and acquired films. Content licensing revenue is generated primarily from the licensing of owned and acquired films to pay and advertising-supported television distribution platforms. Home entertainment revenue is generated from the license or sale of our owned and acquired films through DVD sales to retail stores and through digital media platforms, including electronic sell-through. We also generate revenue from distributing third parties’ filmed entertainment, producing stage plays, publishing music and licensing consumer products.
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Revenue in our Filmed Entertainment segment is significantly affected by the timing and number of our theatrical and home entertainment releases, as well as their acceptance by consumers. Theatrical and home entertainment release dates are determined by several factors, including production schedules, vacation and holiday periods, and the timing of competitive releases. Theatrical revenue is affected by the number of exhibition screens, ticket prices, the percentage of ticket sale retention by theatrical exhibitors and the popularity of competing films at the time our films are released. As a result, revenue may fluctuate from period to period and is typically highest in the fourth quarter of each year. The theatrical success of a film is a significant factor in determining the revenue a film is likely to generate in succeeding distribution platforms.
Theatrical revenue for the three months ended September 30, 2011 decreased compared to the same period in 2010 primarily due to the strong performance of our prior year release ofDespicable Me. Pro forma combined theatrical revenue for the nine months ended September 30, 2011 increased compared to the same period in 2010 primarily due to an increase in the number of theatrical releases in our 2011 slate and the strong performance of the second quarter 2011 releases ofFast FiveandBridesmaids.
Content licensing revenue for the three months ended September 30, 2011 decreased compared to the same period in 2010 and pro forma combined content licensing revenue for the nine months ended September 30, 2011 increased compared to the same period in 2010. The changes for both periods were primarily due to the timing of when our owned and acquired films were made available to licensees.
Home entertainment revenue for the three months ended September 30, 2011 increased compared to the same period in 2010 primarily due to the number of new releases in 2011 as well as increased sales primarily related toFast Five andBridesmaids in the current year. Pro forma combined home entertainment revenue for the nine months ended September 30, 2011 decreased compared to the same period in 2010 primarily due to declines in DVD sales in the U.S. resulting from fewer and a different mix of titles released compared to the same period in 2010 and an overall decline in the DVD market. Several factors have contributed to the overall decline in the DVD market, including weak economic conditions, the maturation of the standard-definition DVD format, piracy, and intense competition for consumer discretionary spending and leisure time. DVD sales have also been negatively affected by an increasing shift by consumers toward subscription rental services, discount rental kiosks and digital forms of entertainment, such as video on demand services, which generate less revenue per transaction than DVD sales. We expect that overall home entertainment revenue in 2011 will continue to be negatively affected by an overall decline in DVD sales.
Other revenue for the three months ended September 30, 2011 and pro forma combined other revenue for the nine months ended September 30, 2011 decreased compared to the same periods in 2010 primarily due to decreases in revenue generated from our stage plays as a result of fewer shows.
Filmed Entertainment Segment—Operating Costs and Expenses
Our Filmed Entertainment segment operating costs and expenses consist primarily of amortization of capitalized film production and acquisition costs, residual and participation payments, and distribution and marketing costs. Residual payments represent amounts payable to certain of our employees who are represented by labor unions or guilds, such as the Writers Guild of America, the Screen Actors Guild and the Directors Guild of America, and are based on post-theatrical revenue. Participation payments are primarily based on film performance and represent contingent consideration payable to creative talent and other parties involved in the production of a film, including producers, writers, directors, actors, and technical and production personnel, under employment or other agreements and to our film cofinancing partners under cofinancing agreements. Distribution and marketing costs consist primarily of the costs associated with theatrical prints and advertising and the replication, distribution and marketing of DVDs. Other operating costs and expenses include salaries, employee benefits, rent and other overhead costs.
We incur significant marketing costs before and throughout the theatrical release of a film and in connection with the release of a film on other distribution platforms. As a result, we typically incur losses on a film prior to and during the film’s theatrical exhibition and may not realize profits, if any, until the film generates home entertainment and content licensing revenue. The costs of producing and marketing films have generally
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increased in recent years and may continue to increase in the future, particularly if competition within the filmed entertainment industry continues to intensify.
Operating costs and expenses for the three months ended September 30, 2011 decreased compared to the same period in 2010 primarily due to decreases in marketing expenses associated with promoting our theatrical releases, film cost amortization resulting from corresponding decreases in theatrical revenue and changes in estimates associated with the application of acquisition accounting, partially offset by film valuation adjustments. Pro forma combined operating costs and expenses for the nine months ended September 30, 2011 increased compared to the same period in 2010 primarily due to an increase in marketing expenses associated with promoting our theatrical releases occurring in the second and third quarters of 2011, as well as increases in film cost amortization resulting from corresponding increases in theatrical revenue.
Theme Parks Segment—Actual and Pro Forma Results of Operations
Our Theme Parks segment consists primarily of our Universal theme parks in Orlando and Hollywood, our Wet ‘n Wild water park, and fees from intellectual property licenses and other services from third parties that own and operate Universal Studios Japan and Universal Studios Singapore. Through June 30, 2011, NBCUniversal held a 50% equity interest in and received special and other fees from UCDP, which owns Universal Studios Florida and Universal’s Islands of Adventure in Orlando, Florida. On July 1, 2011, NBCUniversal completed the acquisition of the 50% equity interest in UCDP that it did not already own for $1 billion. As a result, UCDP is now a wholly owned consolidated subsidiary of NBCUniversal. The tables below include 100% of the results of operation for UCDP for all periods presented in order to reflect our current measure of operating income (loss) before depreciation and amortization for our Theme Parks segment.
| Actual(a) | Pro Forma(b) | Pro Forma Increase/(Decrease) | ||||||||||||||||||
| (in millions) | Three Months Ended September 30, 2011 | Three Months Ended September 30, 2010 | $ | % | ||||||||||||||||
Revenue | $ | 580 | $ | 531 | $ | 49 | 9.1 | % | ||||||||||||
Operating costs and expenses | 295 | 279 | 16 | 5.8 | ||||||||||||||||
Operating income before depreciation and amortization | $ | 285 | $ | 252 | $ | 33 | 12.6 | % | ||||||||||||
| 2011 | 2010 | |||||||||||||||||||||||||||
| Actual(a) | Pro Forma(b) | Pro Forma Combined(c) | Pro Forma(b) | Pro Forma Combined Increase/(Decrease) | ||||||||||||||||||||||||
| (in millions) | For the period January 29 through September 30 | For the period January 1 through January 28 | Nine Months | Nine Months | $ | % | ||||||||||||||||||||||
Revenue | $ | 1,376 | $ | 115 | $ | 1,491 | $ | 1,122 | $ | 369 | 32.9 | % | ||||||||||||||||
Operating costs and expenses | 769 | 78 | 847 | 723 | 124 | 17.2 | ||||||||||||||||||||||
Operating income before depreciation and amortization | $ | 607 | $ | 37 | $ | 644 | $ | 399 | $ | 245 | 61.2 | % | ||||||||||||||||
| (a) | Actual amounts include the results of operations for the NBCUniversal acquired businesses and UCDP for the three months ended September 30, 2011 and for the period January 29, 2011 through September 30, 2011. The results of operations for UCDP for the period January 29, 2011 through June 30, 2011 are eliminated from our consolidated results because UCDP was recorded as an equity method investment during that period. |
| (b) | Pro forma amounts include the results of operations for the NBCUniversal acquired businesses and UCDP for the period January 1, 2011 through January 28, 2011 and for the three and nine months ended September 30, 2010. These amounts also include pro forma adjustments as if the NBCUniversal and UCDP transactions had occurred on January 1, 2010, including the effects of acquisition accounting and the elimination of operating costs and expenses directly related to the transactions, but do not include adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined businesses. Pro forma amounts are not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. |
| (c) | Pro forma combined amounts represent our pro forma results of operations as if the NBCUniversal and UCDP transactions had occurred on January 1, 2010 but are not necessarily indicative of what the results would have been had we operated the businesses since January 1, 2010. |
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Theme Parks Segment—Revenue
Our Theme Parks segment revenue is generated primarily from theme park attendance and related per capita spending, including ticket sales and in-park spending on food, beverage and merchandise, as well as from management, licensing and other fees.
Attendance at our theme parks and per capita spending depend heavily on the general environment for travel and tourism, including consumer spending on travel and other recreational activities. Revenue in our theme parks business fluctuates with the changes in theme park attendance that result from the seasonal nature of vacation travel, local entertainment offerings and seasonal weather variations. Our theme parks experience peak attendance generally during the summer months when school vacations occur and during early winter and spring holiday periods. License and other fees relate primarily to our agreements with third parties that operate the Universal Studios Japan and the Universal Studios Singapore theme parks to license the Universal Studios brand name, certain characters and other intellectual property.
Revenue for the three months ended September 30, 2011 increased compared to the same period in 2010 primarily due an increase in per capita spending at our Universal theme parks in Orlando and Hollywood. Pro forma combined revenue for the nine months ended September 30, 2011 increased compared to the same period in 2010 primarily due to an increase in attendance and per capita spending at our Universal theme parks in Orlando and Hollywood driven primarily by the continued strong performance ofThe Wizarding World of Harry Potter™ andKing Kong attractions, respectively.
Theme Parks Segment—Operating Costs and Expenses
Our Theme Parks segment operating costs and expenses consist primarily of theme park operations, including repairs and maintenance and related administrative expenses; costs of food, beverage and merchandise; labor costs; and sales and marketing costs.
Operating costs and expenses for the three months ended September 30, 2011 and pro forma combined operating costs and expenses for the nine months ended September 30, 2011 increased compared to the same periods in 2010 primarily due to additional variable costs associated with increases in attendance and per capita spending at our Universal theme parks in Orlando and Hollywood.
We have invested and expect to continue to invest in existing and new theme park attractions and infrastructure. These costs can vary from year to year.
Headquarters, Other and Eliminations
Headquarters and Other operating costs and expenses include corporate overhead, employee benefit expenses, expenses related to the NBCUniversal transaction and corporate initiatives. Operating costs and expenses for the three months ended September 30, 2011 and pro forma combined operating costs and expenses for the nine months ended September 30, 2011 increased compared to the same periods in 2010 primarily due to transaction-related costs, including severance and other compensation-related costs.
Eliminations include the results of operations for UCDP for the period January 29, 2011 through June 30, 2011. The Theme Parks segment includes these amounts to reflect the current segment performance measure but these amounts are not included when we measure total NBCUniversal and our consolidated results of operations because we recorded UCDP as an equity method investment during this period.
Consolidated Other Income (Expense) Items
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| (in millions) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Interest expense | $ | (637 | ) | $ | (545 | ) | $ | (1,863 | ) | $ | (1,612 | ) | ||||
Investment income (loss), net | (147 | ) | 109 | 3 | 210 | |||||||||||
Equity in net income (losses) of investees, net | (40 | ) | (40 | ) | (40 | ) | (98 | ) | ||||||||
Other income (expense), net | (12 | ) | (24 | ) | (82 | ) | (69 | ) | ||||||||
Total | $ | (836 | ) | $ | (500 | ) | $ | (1,982 | ) | $ | (1,569 | ) | ||||
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Interest Expense
The increase in interest expense for the three and nine months ended September 30, 2011 compared to the same periods in 2010 is primarily due to the effects of the NBCUniversal transaction and consolidation of NBCUniversal’s outstanding debt of $9.1 billion.
Investment Income (Loss), Net
The components of investment income (loss), net for the three and nine months ended September 30, 2011 and 2010 are presented in a table in Note 6 to our condensed consolidated financial statements.
Equity in Net Income (Losses) of Investees, Net
The changes in equity in net income (losses) of investees, net for the three and nine months ended September 30, 2011 compared to the same periods in 2010 were primarily due to the effects of the NBCUniversal transaction, offset by losses related to our investment in Clearwire, LLC.
Consolidated Income Tax Expense
Income tax expense for the three and nine months ended September 30, 2011 and 2010 reflects an effective income tax rate that differs from the federal statutory rate primarily due to state income taxes and interest on uncertain tax positions, and, in 2011, due to the partnership structure of NBCUniversal Holdings and the $137 million net impact of certain changes in state tax laws. We expect our 2011 annual effective tax rate to be in the range of 35% to 40%.
Consolidated Net (Income) Loss Attributable to Noncontrolling Interests
Net (income) loss attributable to noncontrolling interests for the three and nine months ended September 30, 2011 increased compared to the same periods in 2010 due to the NBCUniversal transaction. GE’s interest in NBCUniversal Holdings is recorded as a redeemable noncontrolling interest in our consolidated financial statements due to the redemption provisions outlined in Note 4 to our condensed consolidated financial statements. Net (income) loss attributable to noncontrolling interests includes GE’s allocated share of the earnings of NBCUniversal Holdings and NBCUniversal.
Liquidity and Capital Resources
Our businesses generate significant cash flows from operating activities. We believe that we will be able to continue to meet our current and long-term liquidity and capital requirements, including fixed charges, through our cash flows from operating activities, existing cash, cash equivalents and investments, available borrowings under our existing credit facilities, and our ability to obtain future external financing.
We anticipate that we will continue to use a substantial portion of our cash flows to fund our capital expenditures, to invest in business opportunities, to meet our debt repayment obligations and to return capital to shareholders.
In connection with the NBCUniversal transaction, we were required to make a cash payment of $6.2 billion to GE at the close of the transaction. We funded this payment with cash on hand and $650 million of commercial paper borrowings. The transaction also calls for the payment to GE, in the future, of certain tax benefits to the extent realized. As of the close of the NBCUniversal transaction on January 28, 2011, we consolidated $9.1 billion of NBCUniversal senior debt securities with maturities ranging from 2014 to 2041. We do not guarantee NBCUniversal’s debt obligations. Any future redemptions of GE’s stake in NBCUniversal Holdings are expected to be funded primarily through NBCUniversal’s cash flows from operating activities and its borrowing capacity. If any borrowings by NBCUniversal to fund either of GE’s two potential redemptions would result in NBCUniversal exceeding a certain leverage ratio or losing investment grade status or if it cannot otherwise fund such redemptions, we are committed to fund up to $2.875 billion in cash or our common stock for each of the two potential redemptions (for an aggregate of up to $5.75 billion) to the extent NBCUniversal Holdings cannot fund the redemptions, with amounts not used in the first redemption to be available for the second redemption.
On July 1, 2011, NBCUniversal completed its acquisition of the remaining 50% equity interest in UCDP that it did not already own for $1 billion. NBCUniversal funded this transaction with cash on hand, borrowings under the NBCUniversal revolving credit facility and a $250 million one-year intercompany note due to us, which is
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eliminated in our consolidated financial statements. Additional borrowings under the NBCUniversal revolving credit facility, along with cash on hand at UCDP, were used to terminate UCDP’s existing $801 million term loan immediately following the acquisition.
On August 1, 2011, UCDP completed its redemption of $140 million aggregate principal amount of its 8.875% senior notes due 2015 and $79 million aggregate principal amount of its 10.875% senior subordinated notes due 2016. Following the redemption, $260 million aggregate principal amount of UCDP’s senior notes and $146 million aggregate principal amount of UCDP’s senior subordinated notes remained outstanding.
In October 2011, NBCUniversal fully and unconditionally guaranteed the $260 million aggregate principal amount outstanding of UCDP’s 8.875% senior notes due 2015 and $146 million aggregate principal amount outstanding of UCDP’s 10.875% senior subordinated notes due 2016. The guarantee includes the payment of principal, premium, if any, and interest.
Following the close of the NBCUniversal transaction on January 28, 2011, NBCUniversal established new monetization programs with a syndicate of banks. The effects of these monetization transactions are included in operating activities in our consolidated statement of cash flows. See Note 15 to our condensed consolidated financial statements for additional information.
In response to the high cost of producing films, we have entered into film cofinancing arrangements with third parties to jointly finance or distribute certain of our film productions. These arrangements can take various forms. In most cases, the form of the arrangement involves the grant of an economic interest in a film to a third-party investor. Investors generally assume the full risks and rewards of ownership proportionate to their ownership in the film. We account for our proceeds under these arrangements as a reduction to our capitalized film costs and the related cash flows are a component of net cash provided by operating activities. The availability of cofinancing arrangements has decreased in recent years and we believe that it will continue to decrease in the future.
Operating Activities
The table below presents the components of net cash provided by operating activities.
| Nine Months Ended September 30 | ||||||||
| (in millions) | 2011 | 2010 | ||||||
Operating income | $ | 7,803 | $ | 5,967 | ||||
Depreciation and amortization | 5,638 | 4,913 | ||||||
Operating income before depreciation and amortization | 13,441 | 10,880 | ||||||
Noncash share-based compensation | 260 | 226 | ||||||
Changes in operating assets and liabilities | (721 | ) | (10 | ) | ||||
Cash basis operating income | 12,980 | 11,096 | ||||||
Payments of interest | (1,809 | ) | (1,630 | ) | ||||
Payments of income taxes | (1,166 | ) | (1,794 | ) | ||||
Proceeds from interest, dividends and other nonoperating items | 243 | 63 | ||||||
Excess tax benefit under share-based compensation presented in financing activities | (42 | ) | (3 | ) | ||||
Net cash provided by operating activities | $ | 10,206 | $ | 7,732 | ||||
The changes in operating assets and liabilities during the nine months ended September 30, 2011 compared to the same period in 2010 were primarily due to increases in film and television costs and the timing of payments of operating items and payroll.
The increase in interest payments during the nine months ended September 30, 2011 compared to the same period in 2010 was primarily due to an increase in our outstanding debt as a result of the NBCUniversal transaction.
The decrease in income tax payments during the nine months ended September 30, 2011 compared to the same period in 2010 was primarily due to the net benefit in 2011 of the 2010 economic stimulus legislation.
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Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2011 consisted primarily of cash paid, net of cash acquired, for the NBCUniversal acquisition of $5.7 billion; cash paid, net of cash acquired, for the UCDP acquisition of $743 million; capital expenditures of $3.8 billion; and cash paid for intangible assets of $505 million.
Financing Activities
Net cash used in financing activities for the nine months ended September 30, 2011 consisted primarily of our repayments of debt of $2.8 billion, repurchases of our Class A Special common stock of $1.7 billion and dividend payments of $881 million, offset by proceeds from short-term borrowings, net of repayments of $1.6 billion.
We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repurchases of our outstanding public notes and debentures, depending on various factors, such as market conditions.
Available Borrowings Under Credit Facilities
We traditionally maintain significant availability under our lines of credit and our commercial paper programs to meet our short-term liquidity requirements. As of September 30, 2011, amounts available under our credit facilities totaled approximately $5.7 billion. In August 2011, we borrowed $300 million from our $6.8 billion revolving credit facility due 2013, which remained outstanding as of September 30, 2011. The proceeds from this borrowing will be used for general corporate working capital purposes.
In June 2011, NBCUniversal amended its revolving credit facility, which increased the size of the facility to $1.5 billion from $750 million, reduced the interest rate payable under the facility and extended the maturity of the loan commitment to June 2016 from January 2014. On July 1, 2011, $750 million of borrowings under the revolving credit facility were used to finance a portion of NBCUniversal’s acquisition of the remaining 50% equity interest in UCDP that it did not already own and to terminate UCDP’s existing term loan immediately following the acquisition. As of September 30, 2011, the amount outstanding under NBCUniversal’s revolving credit facility was $200 million, which was repaid in full in October 2011.
During the nine months ended September 30, 2011, we issued $400 million face amount of commercial paper, net of repayments. The proceeds from these issuances will be used for general corporate working capital purposes.
In August 2011, NBCUniversal initiated a commercial paper program to fund its short-term working capital requirements. The program is supported by NBCUniversal’s revolving credit facility and has a maximum borrowing capacity of $1.5 billion. During the three months ended September 30, 2011, NBCUniversal issued $749 million face amount of commercial paper, net of repayments. The proceeds from these issuances were used to repay borrowings under the NBCUniversal revolving credit facility and fund our short-term working capital requirements.
Share Repurchases and Dividends
During the nine months ended September 30, 2011, we repurchased approximately 73 million shares of our Class A Special common stock under our share repurchase authorization for approximately $1.7 billion. As of September 30, 2011, we had approximately $491 million of availability remaining under our current share repurchase authorization. We intend to complete repurchases under the current share repurchase authorization by the end of 2011, subject to market conditions.
In January 2011, our Board of Directors approved an increase of 19% to our planned annual dividend to $0.45 per share. In January, May, July and October 2011, our Board of Directors approved a quarterly dividend of $0.1125 per share as part of our planned annual dividend of $0.45 per share. The dividends declared in October are expected to be paid in January 2012. We expect to continue to pay quarterly dividends, although each dividend is subject to approval by our Board of Directors.
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Quarterly Dividends Declared
| (in millions) | Amount | Month of Payment | ||||
Three months ended March 31, 2011 | $ | 312 | �� | April | ||
Three months ended June 30, 2011 | $ | 309 | July | |||
Three months ended September 30, 2011 | $ | 307 | October | |||
Contractual Obligations
In June 2011, the International Olympic Committee accepted our bid of $4.38 billion in the aggregate for the U.S. broadcast rights to the 2014 Sochi Olympic Games, the 2016 Rio de Janeiro Olympic Games, the 2018 Pyeongchang Olympic Games and the 2020 Summer Olympic Games. The majority of the Olympics-related cash payments will be made around the time the associated revenue is collected.
Critical Accounting Judgments and Estimates
The preparation of our condensed consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe our judgments and related estimates associated with the valuation and impairment testing of our cable franchise rights and the accounting for income taxes are critical in the preparation of our condensed consolidated financial statements. We performed our annual impairment testing as of July 1, 2011 and no impairment charge was recorded.
For a full discussion of these accounting judgments, please refer to our 2010 Annual Report on Form 10-K.
As a result of the NBCUniversal transaction, two additional areas have been identified as critical in the preparation of our condensed consolidated financial statements. The two additional critical accounting judgments and estimates are associated with the accounting for film and television costs and the valuation of acquisition-related assets and liabilities. See below for a discussion of these items.
Film and Television Costs
As a result of the NBCUniversal transaction, we capitalize film and television production costs, including direct costs, production overhead, print costs, development costs and interest. We amortize capitalized film and television production costs, as well as associated participation and residual payments, on an individual production basis using the ratio of the current period’s actual revenue to estimated total remaining gross revenue from all sources (“ultimate revenue”). Estimates of ultimate revenue have a significant impact on how quickly capitalized costs are amortized and, therefore, are updated regularly.
Our estimates of ultimate revenue for films generally include revenue from all sources that are expected to be earned within 10 years from the date of a film’s initial release. These estimates are based on the historical performance of similar content, as well as factors unique to the content itself. The most sensitive factor affecting our estimate of ultimate revenue for a film intended for theatrical release is the film’s theatrical performance, as subsequent license revenue has historically exhibited a high correlation with theatrical performance. Upon a film’s release, our estimates of revenue from succeeding markets, including home entertainment and other media platforms, are revised based on historical relationships and an analysis of current market trends.
With respect to television series or other owned television programming, the most sensitive factor affecting our estimate of ultimate revenue is whether the series can be successfully licensed beyond its initial license. Initial estimates of ultimate revenue are limited to the amount of revenue contracted for each episode under the initial license. Once it is determined that a series can be licensed in subsequent platforms, revenue estimates for these platforms, such as U.S. and international syndication, home entertainment, and other media platforms, are included in ultimate revenue. In the case of television series and owned television programming, revenue
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estimates for produced episodes include revenue expected to be earned within 10 years of delivery of the initial episode or, if still in production, 5 years from the delivery of the most recent episode, if later.
Capitalized film and television costs are subject to impairment testing when certain triggering events are identified. If the estimated fair value of a film or owned television programming falls below its unamortized cost, we would recognize an impairment charge. The fair value assessment is generally based on estimated future discounted cash flows, which are supported by our internal forecasts.
Fair Value of Acquisition-Related Assets and Liabilities
We allocate the purchase price of acquired companies to the tangible and intangible assets and liabilities based on their estimated fair values. In determining fair value, management is required to make estimates and assumptions that affect the recorded amounts. Management’s estimates of fair value are based on assumptions believed to be reasonable but that are inherently uncertain. To assist in the estimation process, third-party valuation specialists are engaged to assist in the valuation of certain of these assets and liabilities.
Our judgments used to determine the estimated fair value assigned to each class of acquired assets and liabilities, as well as asset lives, can materially impact our results of operations. For instance, the determination of asset lives can impact our results of operations as different types of assets will have different useful lives and certain assets may even be considered to have indefinite useful lives.
Below is a summary of the methodologies and significant assumptions used in estimating the fair value of certain of NBCUniversal’s assets and liabilities, GE’s redeemable noncontrolling interest and UCDP’s assets and liabilities.
Film and Television Costs
Film and television costs consist of our preliminary estimates of fair value for released films and television series; completed, not released theatrical films; and television series and theatrical films in-production and in-development. Released theatrical films and television series and completed, not released theatrical films were valued using a multiperiod cash flow model, a form of the income approach. This measure of fair value requires considerable judgments about the timing of cash flows and distribution patterns. Television series, theatrical films in-production and in-development and acquired programming rights were valued using a replacement cost method.
Investments
The preliminary estimates of fair value for significant investments in nonpublic investees were determined using an income approach. This method starts with a forecast of all of the expected future net cash flows associated with the investment and then involves adjusting the forecast to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams of the underlying business.
Property and Equipment
The preliminary estimated fair value of acquired property and equipment was primarily determined using a market approach for land, and a replacement cost approach for depreciable property and equipment. The market approach for land assets represents a sales comparison that measures the value of an asset through an analysis of sales of comparable properties. The replacement cost approach used for depreciable property and equipment measures the value of an asset by estimating the cost to acquire or construct comparable assets and adjusts for age and condition of the asset.
Intangible Assets
Intangible assets primarily consist of our preliminary estimates of fair value for relationships with advertisers and multichannel video providers, each with an estimated useful life not to exceed 20 years, and indefinite-lived trade names and Federal Communications Commission (“FCC”) licenses.
Relationships with advertisers and multichannel video providers were valued using a multiperiod cash flow model, a form of the income approach. This measure of fair value requires considerable judgments about future events, including contract renewal estimates, attrition and technology changes.
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In determining the estimated lives and method of amortization for finite-lived intangibles, we use the method and life that most closely follows the undiscounted cash flows over the estimated life of the asset.
Trade names were valued using the relief-from-royalty method, a form of the income approach. This measure of fair value requires considerable judgment about the value a market participant would be willing to pay in order to achieve the benefits associated with the trade name.
FCC licenses were valued using the Greenfield method, a form of the income approach. This measure of fair value captures the future income potential assuming the license is used by a hypothetical start-up operation.
Guarantees and Other Obligations
Contractual obligations were adjusted to market rates using a combination of discounted cash flows or market assumptions, when available.
Redeemable Noncontrolling Interest
The fair value component of the redeemable noncontrolling interest in NBCUniversal Holdings is based on an income approach, including assumptions related to expected future net cash flows, the timing and nature of tax attributes, and the redemption features.
Preliminary Fair Values
Our estimates associated with the accounting for the NBCUniversal transaction have changed and may continue to change as final valuation reports are obtained and additional information becomes available regarding acquired assets and liabilities. The recorded amounts are preliminary and subject to change. The following items are the significant areas subject to change:
| • | film and television costs |
| • | investments |
| • | property and equipment |
| • | indefinite-lived and finite-lived intangibles |
| • | contractual commitments and contingencies |
| • | deferred income taxes |
| • | contingent consideration |
| • | redeemable noncontrolling interest |
| • | the final amount of goodwill and the allocation of goodwill to reporting units |
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have evaluated the information required under this item that was disclosed in our 2010 Annual Report on Form 10-K and except as discussed below, there have been no significant changes to this information.
Interest Rate Risk Management
As a result of the NBCUniversal transaction, our condensed consolidated balance sheet now includes $9.1 billion principal amount of senior debt securities with fixed interest rates ranging from 2.1% to 6.4% and maturities ranging from 2014 to 2041. In accordance with our policies, we have entered into fixed to variable swaps on $750 million principal amount of these senior debt securities, with maturities ranging from 2014 to 2016.
Refer to Note 8 to our condensed consolidated financial statements for a discussion on the NBCUniversal senior debt securities and to Note 9 to our condensed consolidated financial statements for a discussion on our derivative financial instruments.
Foreign Exchange Risk Management
NBCUniversal has significant operations in a number of countries outside the U.S. and certain of NBCUniversal’s operations are conducted in foreign currencies. The value of these currencies fluctuates relative to the U.S. dollar.
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As a result, we are exposed to exchange rate fluctuations, which could adversely affect the U.S. dollar value of our non-U.S. revenue and operating costs and expenses, and reduce international demand for our content, all of which could negatively affect our business, financial condition and results of operations in a given period or in specific territories.
As part of our overall strategy to manage the level of exposure to the risk of foreign exchange rate fluctuations, we enter into derivative financial instruments related to a significant portion of our foreign currency exposures anticipated over the calendar year. The primary type of derivative financial instrument that we enter into is a foreign currency forward contract that changes in value as foreign exchange rates change to protect the U.S. dollar equivalent value of our existing foreign currency assets, liabilities, commitments, and forecasted foreign currency revenues and expenses. In accordance with our policy, we hedge forecasted foreign currency transactions for periods generally not to exceed one year. In certain circumstances, we may hedge a transaction not to exceed 18 months.
As of September 30, 2011, we had foreign exchange contracts on a total notional value of $830 million.
ITEM 4: CONTROLS AND PROCEDURES
Conclusions regarding disclosure controls and procedures
Our principal executive and principal financial officers, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, our disclosure controls and procedures were effective.
Changes in internal control over financial reporting
As a result of our acquisition of NBCUniversal on January 28, 2011, our internal control over financial reporting subsequent to the date of acquisition includes certain additional internal controls relating to NBCUniversal. Except as described above, there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II: OTHER INFORMATION
Refer to Note 16 to our condensed consolidated financial statements of this Quarterly Report on Form 10-Q for a discussion of recent developments related to our legal proceedings.
There have been no significant changes from the risk factors previously disclosed in Item 1A of our 2010 Annual Report on Form 10-K.
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ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The table below summarizes our repurchases under our Board-authorized share repurchase program during the three months ended September 30, 2011.
Purchase of Equity Securities
Period | Total Number of Shares Purchased | Average Price Per Share | Total Number of Shares Purchased as Part of Publicly Announced Authorization | Total Dollar Amount Purchased Under the Authorization | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Authorization(a) | |||||||||||||||
July 1-31, 2011 | — | $ | — | — | $ | — | $ | 1,090,873,870 | ||||||||||||
August 1-31, 2011 | 24,938,357 | $ | 21.91 | 24,938,357 | $ | 546,388,908 | $ | 544,484,962 | ||||||||||||
September 1-30, 2011 | 2,542,791 | $ | 21.09 | 2,542,791 | $ | 53,617,505 | $ | 490,867,457 | ||||||||||||
Total | 27,481,148 | $ | 21.83 | 27,481,148 | $ | 600,006,413 | $ | 490,867,457 | ||||||||||||
| (a) | In 2007, our Board of Directors authorized a $7 billion addition to our existing share repurchase authorization. Under this authorization, we may repurchase shares in the open market or in private transactions, subject to market conditions. The current share repurchase authorization does not have an expiration date. As of September 30, 2011, we had approximately $491 million of availability remaining under our share repurchase authorization. We intend to complete repurchases under the current share repurchase authorization by the end of 2011, subject to market conditions. |
The total number of shares purchased during the three months ended September 30, 2011 does not include any shares received in the administration of employee share-based compensation plans.
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| Exhibit No. | Description | |
31 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 | The following financial statements from Comcast Corporation’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2011, filed with the Securities and Exchange Commission on November 2, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheet; (ii) the Condensed Consolidated Statement of Income; (iii) the Condensed Consolidated Statement of Comprehensive Income; (iv) the Condensed Consolidated Statement of Cash Flows; (v) the Condensed Consolidated Statement of Changes in Equity and (vi) the Notes to Condensed Consolidated Financial Statements. |
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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.
COMCAST CORPORATION |
| /s/ LAWRENCE J. SALVA |
Lawrence J. Salva Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) |
Date: November 2, 2011
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