NBCUniversal Media 10-Q 2012 Q3 Quarterly report

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, 2012

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 333-174175

NBCUniversal Media, LLC

(Exact name of registrant as specified in its charter)

DELAWARE	14-1682529
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
30 Rockefeller Plaza, New York, NY	10112-0015
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 664-4444

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.

Yes x 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 ¨       Accelerated filer ¨       Non-accelerated filer x       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

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practical date: Not applicable

The Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.

TABLE OF CONTENTS

		Page Number
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		1
	Condensed Consolidated Balance Sheet as of September 30, 2012 and December 31, 2011 (Unaudited)		1
	Condensed Consolidated Statement of Income for the Three Months Ended September 30, 2012 and 2011 (Unaudited)		2
	Condensed Consolidated Statement of Income for the Nine Months Ended September 30, 2012 and the Periods Ended September 30, 2011 and January 28, 2011 (Unaudited)		3
	Condensed Consolidated Statement of Comprehensive Income for the Three Months Ended September  30, 2012 and 2011, the Nine Months Ended September 30, 2012 and the Periods Ended September 30, 2011 and January 28, 2011 (Unaudited)		4
	Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2012 and the Periods Ended September 30, 2011 and January 28, 2011 (Unaudited)		5
	Condensed Consolidated Statement of Changes in Equity for the Nine Months Ended September 30, 2012 and the Periods Ended September 30, 2011 and January 28, 2011 (Unaudited)		6
	Notes to Condensed Consolidated Financial Statements (Unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
Item 4.	Controls and Procedures		39
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		39
Item 1A.	Risk Factors		39
Item 6.	Exhibits		39
SIGNATURES			40

This Quarterly Report on Form 10-Q is for the three and nine months ended September 30, 2012. 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 NBCUniversal Media, LLC and its consolidated subsidiaries as “NBCUniversal,” “we,” “us” and “our;” NBCUniversal, LLC as “NBCUniversal Holdings;” Comcast Corporation as “Comcast;” and General Electric Company as “GE.”

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 these statements are only our predictions. In evaluating these 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 business and results of operations could be adversely affected if we do not compete effectively

• changes in consumer behavior driven by new technologies may adversely affect our competitive position, 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

• our success depends on consumer acceptance of our 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 businesses and results of operations

• our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others

• our businesses depend on keeping pace with technological developments

• sales of DVDs have been declining

• we rely on network and information systems and other technologies, as well as key properties, and a disruption, cyber attack, failure or destruction of such networks, systems, technologies or properties may disrupt our businesses

• we may be unable to obtain necessary hardware, software and operational support

• labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses

• the loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses

• we face risks relating to doing business internationally that could adversely affect our businesses

• we are controlled by Comcast, and GE has certain approval rights

• NBCUniversal Holdings may be required to purchase all or part of GE’s interests in NBCUniversal Holdings and may cause us to make distributions or loans to it to fund these purchases

• Comcast and GE may compete with us in certain cases and have the ability on their own to pursue opportunities that might be attractive to us

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet

(Unaudited)

	Successor
(in millions)	September 30, 2012			December 31, 2011
Assets
Current Assets:
Cash and cash equivalents	$	4,214		$	808
Receivables, net		4,265			3,557
Programming rights		970			987
Other current assets		372			329
Total current assets		9,821			5,681
Film and television costs		4,920			5,227
Investments		1,195			3,430
Noncurrent receivables, net		1,038			1,008
Property and equipment, net of accumulated depreciation of $980 and $637		5,213			4,964
Goodwill		14,872			14,657
Intangible assets, net of accumulated amortization of $3,038 and $2,462		15,502			15,695
Other noncurrent assets		177			122
Total assets	$	52,738		$	50,784
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses related to trade creditors	$	2,464		$	2,119
Accrued participations and residuals		1,282			1,255
Program obligations		556			508
Deferred revenue		760			728
Accrued expenses and other current liabilities		1,315			1,447
Current portion of long-term debt		458			554
Total current liabilities		6,835			6,611
Long-term debt, less current portion		9,235			9,614
Accrued participations, residuals and program obligations		891			873
Deferred revenue		382			381
Deferred income taxes		242			110
Other noncurrent liabilities		2,979			2,930
Commitments and contingencies
Redeemable noncontrolling interests		133			184
Equity:
Member’s capital		31,685			29,798
Accumulated other comprehensive income (loss)		(61	)		(78	)
Total NBCUniversal member’s equity		31,624			29,720
Noncontrolling interests		417			361
Total equity		32,041			30,081
Total liabilities and equity	$	52,738		$	50,784

See accompanying notes to condensed consolidated financial statements.

1

Condensed Consolidated Statement of Income

(Unaudited)

	Successor
	Three Months Ended September 30
(in millions)	2012			2011
Revenue	$	6,822		$	5,200
Costs and Expenses:
Operating costs and expenses		5,682			4,249
Depreciation		141			144
Amortization		196			188
		6,019			4,581
Operating income		803			619
Other Income (Expense):
Equity in net income of investees, net		37			55
Interest expense		(117	)		(114	)
Interest income		9			6
Other income (expense), net		1,061			(9	)
		990			(62	)
Income before income taxes		1,793			557
Income tax (expense) benefit		(72	)		(56	)
Net income (loss)		1,721			501
Net (income) loss attributable to noncontrolling interests		(49	)		(32	)
Net income (loss) attributable to NBCUniversal	$	1,672		$	469

See accompanying notes to condensed consolidated financial statements.

2

Condensed Consolidated Statement of Income

(Unaudited)

	Successor						Predecessor
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011
Revenue	$	17,798		$	13,290		$	1,206
Costs and Expenses:
Operating costs and expenses		14,863			10,946			1,171
Depreciation		402			262			19
Amortization		567			511			8
		15,832			11,719			1,198
Operating income		1,966			1,571			8
Other Income (Expense):
Equity in net income of investees, net		169			202			25
Interest expense		(348	)		(278	)		(37	)
Interest income		20			13			4
Other income (expense), net		1,034			(52	)		(29	)
		875			(115	)		(37	)
Income (loss) before income taxes		2,841			1,456			(29	)
Income tax (expense) benefit		(154	)		(149	)		4
Net income (loss)		2,687			1,307			(25	)
Net (income) loss attributable to noncontrolling interests		(117	)		(118	)		2
Net income (loss) attributable to NBCUniversal	$	2,570		$	1,189		$	(23	)

See accompanying notes to condensed consolidated financial statements.

3

Condensed Consolidated Statement of Comprehensive Income

(Unaudited)

	Successor
	Three Months Ended September 30
(in millions)	2012			2011
Net income (loss)	$	1,721		$	501
Employee benefit obligations, net		15			(4	)
Currency translation adjustments, net		20			(8	)
Other, net		(1	)		—
Comprehensive income (loss)		1,755			489
Net (income) loss attributable to noncontrolling interests		(49	)		(32	)
Comprehensive income (loss) attributable to NBCUniversal	$	1,706		$	457

	Successor						Predecessor
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011
Net income (loss)	$	2,687		$	1,307		$	(25	)
Employee benefit obligations, net		6			(9	)		4
Currency translation adjustments, net		11			(2	)		1
Other, net		—			(2	)		(2	)
Comprehensive income (loss)		2,704			1,294			(22	)
Net (income) loss attributable to noncontrolling interests		(117	)		(118	)		2
Comprehensive income (loss) attributable to NBCUniversal	$	2,587		$	1,176		$	(20	)

See accompanying notes to condensed consolidated financial statements.

4

Condensed Consolidated Statement of Cash Flows

(Unaudited)

	Successor						Predecessor
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011
Net cash provided by (used in) operating activities	$	2,529		$	1,712		$	(629	)
Investing Activities
Capital expenditures		(476	)		(237	)		(16	)
Cash paid for intangible assets		(61	)		(50	)		—
Acquisitions, net of cash acquired		(95	)		(746	)		—
Proceeds from sale of businesses and investments		3,025			117			331
Purchases of investments		(70	)		(11	)		—
Other		(9	)		(8	)		—
Net cash provided by (used in) investing activities		2,314			(935	)		315
Financing Activities
Proceeds from (repayments of) short-term borrowings, net		(550	)		949			—
Repurchases and repayments of debt		(4	)		(1,043	)		—
Proceeds from borrowings from Comcast		—			250			—
(Increase) decrease in short-term loans to GE, net		—			—			8,072
Dividends paid		—			(78	)		(8,041	)
Distributions to member		(693	)		(176	)		—
Repurchase of preferred stock interest		—			—			(332	)
Contributions from noncontrolling interests		6			2			1
Distributions to noncontrolling interests		(155	)		(143	)		—
Purchases of noncontrolling interests		(41	)		—			—
Net cash provided by (used in) financing activities		(1,437	)		(239	)		(300	)
Increase (decrease) in cash and cash equivalents		3,406			538			(614	)
Cash and cash equivalents, beginning of period		808			508			1,084
Cash and cash equivalents, end of period	$	4,214		$	1,046		$	470

See accompanying notes to condensed consolidated financial statements.

5

Condensed Consolidated Statement of Changes in Equity

(Unaudited)

Predecessor (in millions)	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total Equity
Balance, January 1, 2011	$	—	$	23,592		$	320		$	(13	)	$	(82	)	$	23,817
Compensation plans				48												48
Dividends declared				(7,846	)		(297	)								(8,143	)
Other				(331	)								2			(329	)
Other comprehensive income (loss)										3						3
Net income (loss)							(23	)					(2	)		(25	)
Balance, January 28, 2011	$	—	$	15,463		$	—		$	(10	)	$	(82	)	$	15,371

Successor(in millions)	Member’s Capital			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total Equity
Member’s equity, remeasured at January 28, 2011	$	24,089		$	—		$	262		$	24,351
Contribution of Comcast Content Business		4,344			—			57			4,401
Total member’s equity at January 28, 2011		28,433			—			319			28,752
Compensation plans		14									14
Dividends declared		(176	)								(176	)
Issuance of subsidiary shares to noncontrolling interests		89						43			132
Contributions from (distributions to) noncontrolling interests, net								(139	)		(139	)
Other		(180	)					14			(166	)
Other comprehensive income (loss)					(13	)					(13	)
Net income (loss)		1,189						110			1,299
Balance, September 30, 2011	$	29,369		$	(13	)	$	347		$	29,703
Balance, January 1, 2012	$	29,798		$	(78	)	$	361		$	30,081
Compensation plans		6									6
Dividends declared		(693	)								(693	)
Contributions from (distributions to) noncontrolling interests, net								(134	)		(134	)
Other		4						84			88
Other comprehensive income (loss)					17						17
Net income (loss)		2,570						106			2,676
Balance, September 30, 2012	$	31,685		$	(61	)	$	417		$	32,041

See accompanying notes to condensed consolidated financial statements.

6

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. 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 consolidated financial statements included in our 2011 Annual Report on Form 10-K.

On January 28, 2011, Comcast closed its transaction with GE (the “Joint Venture transaction”) in which it acquired control of the businesses of NBC Universal, Inc. (our “Predecessor”) and on July 1, 2011, we closed the Universal Orlando transaction in which we acquired the remaining 50% equity interest in Universal City Development Partners, Ltd. (“Universal Orlando”) that we did not already own. The results of operations of the businesses contributed by Comcast to NBCUniversal (the “Comcast Content Business”) and the results of operations of Universal Orlando have been consolidated with our results following their respective transaction dates. For a more complete discussion of the Joint Venture and Universal Orlando transactions, refer to our consolidated financial statements included in our 2011 Annual Report on Form 10-K.

As a result of the change in control of our company on January 28, 2011, Comcast has applied the acquisition method of accounting with respect to the assets and liabilities of the NBCUniversal businesses it acquired (the “NBCUniversal contributed businesses”), which have been remeasured to fair value as of the date of the Joint Venture transaction. Our condensed consolidated financial statements for periods following the close of the Joint Venture transaction are labeled “Successor” and reflect both Comcast’s basis of accounting in the new fair values of the assets and liabilities of the NBCUniversal contributed businesses and the consolidation of the Comcast Content Business at historical cost. All periods prior to the closing of the Joint Venture transaction reflect the historical accounting basis in our assets and liabilities and are labeled “Predecessor.” Our condensed consolidated financial statements and footnotes include a black line division, which appears between the columns titled Predecessor and Successor, which signifies that the amounts shown for the periods prior to and following the Joint Venture transaction are not comparable.

Note 2: Related Party Transactions

In the ordinary course of our business, we enter into transactions with Comcast and GE. We generate revenue from Comcast primarily from the distribution of our cable network programming and, to a lesser extent, the sale of advertising and our owned programming, and we incur expenses primarily related to various support services provided by Comcast to us. We generate revenue from transactions with GE and its affiliates primarily from the sale of advertising and incur expenses primarily related to leased assets and our monetization program previously held with GE and its affiliates. In addition, we are required to make distributions to NBCUniversal Holdings on a quarterly basis to enable its indirect owners (Comcast and GE) to meet their obligations to pay taxes on taxable income generated by our businesses.

During the nine months ended September 30, 2012, we made tax distributions to NBCUniversal Holdings of $693 million, of which $353 million was attributable to Comcast and $340 million was attributable to GE. During the period January 29, 2011 through September 30, 2011, we made tax distributions to NBCUniversal Holdings of $176 million, of which $90 million was attributable to Comcast and $86 million was attributable to GE.

7

We also provide management services to, and receive license fees from, certain of our equity method investees.

The following tables present the related party transactions included in our condensed consolidated financial statements.

Condensed Consolidated Balance Sheet

	Successor
(in millions)	September 30, 2012		December 31, 2011
Transactions with Comcast and Affiliates
Receivables, net	$	215	$	201
Accounts payable and accrued expenses related to trade creditors	$	17	$	35
Accrued expenses and other current liabilities	$	2	$	10
Transactions with GE and Affiliates
Receivables, net	$	9	$	19
Accounts payable and accrued expenses related to trade creditors	$	6	$	70
Accrued expenses and other current liabilities	$	—	$	11
Current portion of long-term debt	$	5	$	—
Long-term debt, less current portion	$	80	$	—
Transactions with Other Related Parties
Receivables, net	$	47	$	54
Accrued expenses and other current liabilities	$	—	$	4

Condensed Consolidated Statement of Income

	Successor
	Three Months Ended September 30
(in millions)	2012			2011
Transactions with Comcast and Affiliates
Revenue	$	354		$	290
Operating costs and expenses	$	(37	)	$	(16	)
Transactions with GE and Affiliates
Revenue	$	44		$	4
Operating costs and expenses	$	(21	)	$	(20	)
Other income (expense)	$	(2	)	$	(7	)
Transactions with Other Related Parties
Revenue	$	21		$	28

	Successor						Predecessor
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011
Transactions with Comcast and Affiliates
Revenue	$	1,002		$	773			N/A
Operating costs and expenses	$	(137	)	$	(48	)		N/A
Transactions with GE and Affiliates
Revenue	$	117		$	42		$	4
Operating costs and expenses	$	(65	)	$	(50	)	$	(50	)
Other income (expense)	$	(3	)	$	(23	)	$	(1	)
Transactions with Other Related Parties
Revenue	$	73		$	109		$	22

8

Note 3: Film and Television Costs

	Successor
(in millions)	September 30, 2012		December 31, 2011
Film Costs:
Released, less amortization	$	1,518	$	1,428
Completed, not released		137		148
In production and in development		1,020		1,374
		2,675		2,950
Television Costs:
Released, less amortization		1,013		1,002
In production and in development		203		201
		1,216		1,203
Programming rights, less amortization		1,999		2,061
		5,890		6,214
Less: Current portion of programming rights		970		987
Film and television costs	$	4,920	$	5,227

Note 4: Investments

	Successor
(in millions)	September 30, 2012		December 31, 2011
Available-for-sale securities	$	21	$	21
Equity Method:
A&E Television Networks		—		2,021
The Weather Channel		469		463
MSNBC.com		—		174
Other		522		583
		991		3,241
Cost method		183		168
Total investments	$	1,195	$	3,430

A&E Television Networks

In March 2012, we exercised an option that required A&E Television Networks LLC (“A&E Television Networks”) to redeem a substantial portion of our equity interest in A&E Television Networks. In July 2012, we entered into a redemption agreement with A&E Television Networks whereby A&E Television Networks agreed to redeem our entire 15.8% equity interest for $3 billion.

In August 2012, we closed this transaction, received cash proceeds of $3 billion and recognized a pretax gain of $1 billion, which is included in other income (expense), net in our condensed consolidated statement of income. We used a portion of the cash proceeds to make tax distributions of $323 million to NBCUniversal Holdings in the three months ended September 30, 2012, for taxes incurred by Comcast and GE associated with this transaction.

MSNBC.com

In July 2012, we acquired the remaining 50% equity interest in MNSBC Interactive News, LLC and other related entities (“MSNBC.com”) that we did not already own. The total purchase price was $195 million, which was net of $100 million of cash and cash equivalents held at MSNBC.com that were acquired in the transaction, which were not previously attributable to us. MSNBC.com is now a wholly owned consolidated subsidiary.

9

Note 5: Goodwill

Successor (in millions)	Cable Networks			Broadcast Television			Filmed Entertainment		Theme Parks			Total
Balance, December 31, 2011	$	12,744		$	772		$	1	$	1,140		$	14,657
Acquisitions		311			—			—		—			311
Adjustments		(24	)		(11	)		—		(61	)		(96	)
Balance, September 30, 2012	$	13,031		$	761		$	1	$	1,079		$	14,872

The increase in goodwill in our Cable Networks segment primarily relates to $232 million of goodwill associated with the acquisition of MSNBC.com and $71 million of goodwill associated with the acquisition of a controlling interest in a previously held equity method investment based in Brazil. The preliminary allocation of purchase price for these acquisitions, including the changes in goodwill, are not yet final and are subject to change. We will finalize the amounts recognized as we obtain the information necessary to complete the analyses, but no later than July 2013 and May 2013, respectively.

Note 6: Long-Term Debt

As of September 30, 2012, our debt had an estimated fair value of $11 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.

In October 2012, we issued $1 billion aggregate principal amount of 2.875% senior notes due 2023 and $1 billion aggregate principal amount of 4.450% senior notes due 2043. A portion of the proceeds from this issuance will be used to redeem in November 2012 the $260 million aggregate principal amount outstanding of Universal Orlando’s 8.875% senior notes due 2015 and the $146 million aggregate principal amount outstanding of Universal Orlando’s 10.875% senior subordinated notes due 2016. The carrying amount of these senior notes and senior subordinated notes was recorded in the current portion of long-term debt in our condensed consolidated balance sheet as of September 30, 2012.

Commercial Paper Program

During the nine months ended September 30, 2012, our net repayments of commercial paper were $550 million.

Note 7: Derivative Financial Instruments

We use derivative financial instruments to manage our exposure to the risks associated with fluctuations in foreign exchange rates and interest rates.

We manage our exposure to fluctuations in foreign exchange rates by using foreign exchange contracts such as forward contracts and currency options, and we manage our exposure to fluctuations in interest rates primarily by using interest rate exchange agreements (“swaps”).

We manage the credit risks associated with our derivative financial instruments through diversification and the evaluation and monitoring of the creditworthiness of 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.

During the three and nine months ended September 30, 2012, there were no significant changes in the composition of any of our derivative financial instruments or their classification in our condensed consolidated balance sheet. In addition, the impact of our derivative financial instruments on our condensed consolidated financial statements was not material for the three and nine months ended September 30, 2012 or for any of the prior year periods presented.

See Note 8 for additional information on the fair value of our derivative financial instruments as of September 30, 2012 and December 31, 2011.

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Note 8: 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 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, 2012								December 31, 2011
Successor (in millions)	Level 1		Level 2		Level 3		Total		Total
Assets
Interest rate swap agreements	$	—	$	34	$	—	$	34	$	30
Available-for-sale securities		—		—		21		21		21
Foreign exchange contracts		—		10		—		10		10
Total	$	—	$	44	$	21	$	65	$	61
Liabilities
Contractual obligations	$	—	$	—	$	984	$	984	$	1,004
Foreign exchange contracts		—		15		—		15		8
Total	$	—	$	15	$	984	$	999	$	1,012

The fair values of the contractual obligations are primarily based on certain expected future discounted cash flows, the determination of which involves the use of significant unobservable inputs. The most significant unobservable input we use is our estimate of the future revenue we expect to generate from certain of our entities. The discount rates used in the measurements of fair value were between 11% and 13% and are based on the underlying risk associated with our estimate of future revenue, as well as the terms of the respective contracts. The fair value adjustments to these financial liabilities are recorded in other income (expense), net in our condensed consolidated statement of income.

Changes in Contractual Obligations

Successor (in millions)
Balance, December 31, 2011	$	1,004
Acquisition accounting adjustments		(20	)
Fair value adjustments		65
Payments		(65	)
Balance, September 30, 2012	$	984

Nonrecurring Fair Value Measures

We have assets and liabilities required to be recorded at fair value on a nonrecurring basis when certain circumstances occur. In the case of film or stage play production costs, upon the occurrence of an event or change in circumstance that may indicate that the fair value of a production is less than its unamortized costs, we determine the fair value of the production and record an adjustment for the amount by which the unamortized capitalized costs exceed the production’s fair value. The estimate of fair value of a production is determined using Level 3 inputs, primarily an analysis of future expected cash flows. Fair value adjustments of $155 million were recorded during the nine months ended September 30, 2012.

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Note 9: 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.

The table below presents the changes in equity resulting from net income (loss) attributable to NBCUniversal and transfers to or from noncontrolling interests.

	Successor				Predecessor
(in millions)	Nine Months Ended September 30, 2012		For the Period January 29, 2011 to September 30, 2011		For the Period January 1, 2011 to January 28, 2011
Net income (loss) attributable to NBCUniversal	$	2,570	$	1,189	$	(23	)
Transfers from (to) noncontrolling interests:
Increase in NBCUniversal member’s capital resulting from the purchases of noncontrolling equity interest		4		89		—
Changes in member’s equity from net income (loss) attributable to NBCUniversal and transfers from (to) noncontrolling interests	$	2,574	$	1,278	$	(23	)

Redeemable Noncontrolling Interests

	Successor
	Three Months Ended September 30
(in millions)	2012		2011
Beginning balance	$	131	$	144
Additions		—		40
Distributions		—		(2	)
Net income attributable to noncontrolling interest		2		—
Ending balance	$	133	$	182

	Successor
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011
Beginning balance	$	184		$	136
Additions		—			40
Distributions		(15	)		(2	)
Purchases		(47	)		—
Net income attributable to noncontrolling interest		11			8
Ending balance	$	133		$	182

Note 10: Pension Plans and Postretirement Benefits

The tables below present the components of net periodic benefit expense related to the pension plans and postretirement benefit plans that we established following the close of the Joint Venture transaction.

	Successor
	Three Months Ended September 30, 2012				Three Months Ended September 30, 2011
(in millions)	Pension Benefits		Postretirement Benefits		Pension Benefits		Postretirement Benefits
Service cost	$	32	$	1	$	27	$	1
Interest cost		4		2		3		2
Other		—		—		—		—
Total benefits expense	$	36	$	3	$	30	$	3

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	Successor
	Nine Months Ended September 30, 2012					For the Period January 29, 2011 to September 30, 2011
(in millions)	Pension Benefits			Postretirement Benefits		Pension Benefits		Postretirement Benefits
Service cost	$	95		$	5	$	72	$	4
Interest cost		13			6		9		6
Other		(2	)		—		—		—
Total benefits expense	$	106		$	11	$	81	$	10

In April 2012, we provided funding to our qualified defined benefit plan of $76 million. The expected return on the plan assets is 5%.

In October 2012, we provided notice to our plan participants of an amendment to both the qualified and nonqualified NBCUniversal defined benefit plans that will freeze future benefits effective December 31, 2012. In addition, effective January 1, 2013, we will provide additional benefits to eligible employees through our other retirement benefit plans.

Note 11: Share-Based Compensation

Certain of our employees receive awards of stock options and restricted share units (“RSUs”) under various Comcast plans and participate in employee stock purchase plans. The expense associated with participation in these equity plans, including the expense associated with awards to former Comcast employees who had nonvested equity awards as of the closing date, is settled in cash with Comcast. In addition, while the majority of GE granted stock options and RSUs vested in conjunction with the Joint Venture transaction, some of our employees continue to vest in GE equity plans.

Recognized Share-Based Compensation Expense—Comcast and GE Equity Awards

	Successor
	Three Months Ended September 30
(in millions)	2012		2011
Comcast Equity Awards:
Stock options	$	4	$	5
Restricted share units		6		5
Employee stock purchase plans		1		—
		11		10
GE Equity Awards:
Stock options	$	1	$	2
Restricted share units		1		(1	)
		2		1
Total	$	13	$	11

	Successor				Predecessor
(in millions)	Nine Months Ended September 30, 2012		For the Period January 29, 2011 to September 30, 2011		For the Period January 1, 2011 to January 28, 2011
Comcast Equity Awards:
Stock options	$	12	$	9	$	—
Restricted share units		21		13		—
Employee stock purchase plans		3		—		—
		36		22		—
GE Equity Awards:
Stock options	$	2	$	3	$	32
Restricted share units		4		11		(1	)
		6		14		31
Total	$	42	$	36	$	31

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Note 12: Supplemental Financial Information

Receivables

	Successor
(in millions)	September 30, 2012		December 31, 2011
Receivables, gross	$	4,557	$	4,019
Less: Allowance for returns and customer incentives		251		425
Less: Allowance for doubtful accounts		41		37
Receivables, net	$	4,265	$	3,557

Accumulated Other Comprehensive Income (Loss)

	Successor
(in millions)	September 30, 2012			September 30, 2011
Unrealized gains (losses) on derivative financial instruments	$	—		$	(2	)
Unrecognized gains (losses) on employee benefit obligations		(58	)		(9	)
Cumulative translation adjustments		(3	)		(2	)
Accumulated other comprehensive income (loss), net of deferred taxes	$	(61	)	$	(13	)

Operating Costs and Expenses

	Successor
	Three Months Ended September 30
(in millions)	2012		2011
Programming and production	$	3,922	$	2,650
Advertising, marketing and promotion		516		468
Other		1,244		1,131
Operating costs and expenses (excluding depreciation and amortization)	$	5,682	$	4,249

	Successor				Predecessor
(in millions)	Nine Months Ended September 30, 2012		For the Period January 29, 2011 to September 30, 2011		For the Period January 1, 2011 to January 28, 2011
Programming and production	$	9,608	$	6,725	$	711
Advertising, marketing and promotion		1,763		1,378		153
Other		3,492		2,843		307
Operating costs and expenses (excluding depreciation and amortization)	$	14,863	$	10,946	$	1,171

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Net Cash Provided by Operating Activities

	Successor						Predecessor
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011
Net income (loss)	$	2,687		$	1,307		$	(25	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		969			773			27
Amortization of film and television costs		7,255			4,748			549
Noncash compensation expense		6			14			48
Equity in net income of investees, net		(169	)		(202	)		(25	)
Cash received from investees		174			221			—
Net (gain) loss on investment activity and other		(1,095	)		7			27
Deferred income taxes		26			18			(473	)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Change in receivables, net		(740	)		(4	)		(675	)
Change in film and television costs		(7,156	)		(5,280	)		(590	)
Change in accounts payable and accrued expenses related to trade creditors		201			(140	)		399
Change in accrued participations and residuals, program obligations and deferred revenue		139			129			127
Change in other operating assets and liabilities		232			121			(18	)
Net cash provided by (used in) operating activities	$	2,529		$	1,712		$	(629	)

Cash Payments for Interest and Income Taxes

	Successor				Predecessor
(in millions)	Nine Months Ended September 30, 2012		For the Period January 29, 2011 to September 30, 2011		For the Period January 1, 2011 to January 28, 2011
Interest	$	235	$	213	$	1
Income taxes	$	127	$	112	$	493

Other Cash Flow Information

As of January 28, 2011 (in millions)
Cash and cash equivalents at end of Predecessor period	$	470
Comcast Content Business contributed cash balances		38
Cash and cash equivalents at beginning of Successor period	$	508

Noncash Investing and Financing Activities

During the nine months ended September 30, 2012, we:

• acquired controlling interests in MSNBC.com and a previously held equity method investment based in Brazil

• entered into a capital lease transaction that resulted in an increase in property and equipment and debt of $85 million

Note 13: Receivables Monetization

We monetize certain of our accounts receivable under programs with a syndicate of banks. We transfer, at fair value, a significant portion of our accounts receivable that are to be monetized to NBCU Receivables Funding LLC (“Funding LLC”), a wholly owned subsidiary of ours. The operating activities of Funding LLC are restricted to the transfer and sale of the monetized receivables to a third-party syndicate of banks. Due to these restrictions, Funding LLC is considered a variable interest entity, which we consolidate because we are the primary beneficiary. The assets and liabilities of this entity primarily represent the receivables and cash receipts that are not yet remitted to the programs as of the balance sheet date.

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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 in receivables, net at its initial fair value, which reflects the net cash flows we expect to receive 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, 2012.

We are responsible for servicing the receivables and remitting collections to the purchasers under the monetization programs. We perform this service 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, 2012. The servicing fees are a component of net (loss) gain on sale, which is presented in the table below.

Effect on Income from Receivables Monetization and Cash Flows on Transfers

	Successor
	Three Months Ended September 30
(in millions)	2012			2011
Interest (expense)	$	(3	)	$	—
Net (loss) gain on sale(a)	$	—		$	(7	)
Net cash proceeds (payments) on transfers(b)	$	293		$	(168	)

	Successor						Predecessor
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011
Interest (expense)	$	(9	)	$	—		$	—
Net (loss) gain on sale(a)	$	(1	)	$	(24	)	$	1
Net cash proceeds (payments) on transfers(b)	$	70		$	(542	)	$	(177	)

(a) Net (loss) gain on sale is included in other income (expense), net in our condensed consolidated statement of income.

(b) Net cash proceeds (payments) on transfers are included within net cash provided by operating activities in our condensed consolidated statement of cash flows.

Receivables Monetized and Deferred Consideration

	Successor
(in millions)	September 30, 2012		December 31, 2011
Monetized receivables sold	$	896	$	961
Deferred consideration	$	372	$	268

In addition to the amounts presented above, we had $1 billion and $781 million payable to our monetization programs as of September 30, 2012 and December 31, 2011, respectively. These amounts represent cash receipts that have not yet been remitted to the monetization programs as of the balance sheet date and are recorded to accounts payable and accrued expenses related to trade creditors.

Note 14: Financial Data by Business Segment

We present our operations in four reportable business segments:

• Cable Networks: Consists primarily of our national cable television networks, our regional sports and news networks, our international cable networks, our cable television production studio, and our related digital media properties.

• Broadcast Television: Consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local television stations, our broadcast television production operations, and our related digital media properties.

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• Filmed Entertainment: Consists of the operations of Universal Pictures, which primarily produces, acquires, markets and distributes filmed entertainment worldwide.

• Theme Parks: Consists primarily of our Universal theme parks in Orlando and Hollywood.

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 tables below.

	Successor
	Three Months Ended September 30
(in millions)	2012			2011
Revenue
Cable Networks(a)		$2,165			$2,097
Broadcast Television(b)		2,777			1,511
Filmed Entertainment		1,355			1,096
Theme Parks		614			580
Total segment revenue		6,911			5,284
Headquarters and Other		8			9
Eliminations(e)		(97	)		(93	)
Total revenue(f)		$6,822			$5,200

	Successor						Predecessor
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011
Revenue
Cable Networks(a)		$  6,555			$  5,670			$   389
Broadcast Television(b)		6,168			4,094			464
Filmed Entertainment		3,778			2,972			353
Theme Parks(c)		1,565			1,376			115
Total segment revenue		18,066			14,112			1,321
Headquarters and Other		31			34			5
Eliminations(e)		(299	)		(856	)		(120	)
Total revenue(f)		$17,798			$13,290			$1,206

	Successor
	Three Months Ended September 30
(in millions)	2012			2011
Operating Income (Loss) Before Depreciation and Amortization
Cable Networks(a)		$   809			$   751
Broadcast Television(b)		88			(7	)
Filmed Entertainment		72			54
Theme Parks		316			285
Headquarters and Other(d)		(143	)		(132	)
Eliminations(e)		(2	)		—
Total operating income (loss) before depreciation and amortization(g)		1,140			951
Depreciation		141			144
Amortization		196			188
Total operating income		$   803			$   619

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	Successor						Predecessor
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011
Operating Income (Loss) Before Depreciation and Amortization
Cable Networks(a)	$	2,402		$	2,196		$	143
Broadcast Television(b)		274			218			(16	)
Filmed Entertainment		(5	)		(62	)		1
Theme Parks(c)		708			607			37
Headquarters and Other(d)		(444	)		(381	)		(99	)
Eliminations(e)		—			(234	)		(31	)
Total operating income (loss) before depreciation and amortization(g)		2,935			2,344			35
Depreciation		402			262			19
Amortization		567			511			8
Total operating income	$	1,966		$	1,571		$	8

(a) For the three and nine months ended September 30, 2012 and the period January 29 through September 30, 2011, our Cable Networks segment included the results of operations of the Comcast Content Business.

(b) For the three and nine months ended September 30, 2012, our Broadcast Television segment included all revenue and operating costs and expenses associated with our broadcast of the 2012 London Olympics, which generated $120 million of operating income before depreciation and amortization. This amount reflects the settlement of a $237 million liability associated with the unfavorable Olympics contract that had been recorded through the application of acquisition accounting in 2011.

(c) For the periods January 1, 2011 through January 28, 2011 and January 29, 2011 through June 30, 2011, Universal Orlando was recorded as an equity method investment in our consolidated results of operations. However, our Theme Parks segment included the results of operations for Universal Orlando for these periods to reflect our measure of operating performance for our Theme Parks segment.

(d) Headquarters and Other included operating costs and expenses associated with corporate overhead, employee benefits and corporate initiatives.

(e) Eliminations for the periods January 1, 2011 through January 28, 2011 and January 29, 2011 through June 30, 2011 included the elimination of the results of operations for Universal Orlando for these periods. These results were not included in our consolidated results of operations because we recorded Universal Orlando as an equity method investment during those periods.

Also included in Eliminations are transactions that our segments enter into with one another, which consisted primarily of the licensing of film and television content from our Filmed Entertainment and Broadcast Television segments to our Cable Networks segment.

(f) No single customer accounted for a significant amount of revenue in any period.

(g) 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 amortization expense that results from intangible assets recognized in connection with the Joint Venture transaction and other 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 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 NBCUniversal, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP.

Note 15: Condensed Consolidating Financial Information

In October 2011, NBCUniversal Media, LLC fully and unconditionally guaranteed Universal Orlando’s senior and senior subordinated notes in exchange for amendments that conform the notes’ covenants and events of default to those contained in our outstanding public debt securities. The guarantee includes the payment of principal, premium, if any, and interest. NBCUniversal Media, LLC is referred to as “Parent” in the tables presented below.

Universal Orlando’s senior and senior subordinated notes were co-issued by Universal City Development Partners, Ltd. and UCDP Finance (collectively, the “Issuers”) and continue also to be fully and unconditionally guaranteed by Universal City Travel Partners and Universal Orlando Online Merchandise Store (collectively, the “Guarantor Subsidiaries”).

Our condensed consolidating financial information is presented in the tables below and includes the operating results of the Universal Orlando entities from July 1, 2011, the date we acquired the remaining 50% equity interest in Universal Orlando that we did not already own.

We intend to redeem all of Universal Orlando’s outstanding senior and senior subordinated notes in November 2012. Following the redemption, we will cease to provide condensed consolidating financial information related to these debt securities, as they will no longer be outstanding.

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Condensed Consolidating Balance Sheet

September 30, 2012

Successor (in millions)	Parent		Issuers		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Elimination and Consolidation Adjustments			Consolidated NBCUniversal
Assets
Cash and cash equivalents	$	3,528	$	132	$	24	$	530	$	—		$	4,214
Receivables, net		16		41		1		4,207		—			4,265
Other current assets		28		79		1		1,239		(5	)		1,342
Total current assets		3,572		252		26		5,976		(5	)		9,821
Film and television costs		—		—		—		4,920		—			4,920
Investments		525		11		—		659		—			1,195
Noncurrent receivables, net		86		—		—		952		—			1,038
Investments in and amounts due from subsidiaries eliminated upon consolidation		37,905		14		—		—		(37,919	)		—
Property and equipment, net		85		1,673		—		3,455		—			5,213
Goodwill		—		—		—		14,872		—			14,872
Intangible assets, net		—		401		—		15,101		—			15,502
Other noncurrent assets		68		32		—		77		—			177
Total assets	$	42,241	$	2,383	$	26	$	46,012	$	(37,924	)	$	52,738
Liabilities and Equity
Accounts payable and accrued expenses related to trade creditors	$	—	$	162	$	7	$	2,300	$	(5	)	$	2,464
Accrued participations and residuals		—		—		—		1,282		—			1,282
Accrued expenses and other current liabilities		370		89		9		2,163		—			2,631
Current portion of long-term debt		5		403		—		50		—			458
Total current liabilities		375		654		16		5,795		(5	)		6,835
Long-term debt, less current portion		9,223		240		—		12		(240	)		9,235
Accrued participations, residuals and program obligations		—		—		—		891		—			891
Other noncurrent liabilities		1,019		280		—		2,304		—			3,603
Redeemable noncontrolling interests		—		—		—		133		—			133
Equity:
Total NBCUniversal member’s equity		31,624		1,209		10		36,460		(37,679	)		31,624
Noncontrolling interests		—		—		—		417		—			417
Total equity		31,624		1,209		10		36,877		(37,679	)		32,041
Total liabilities and equity	$	42,241	$	2,383	$	26	$	46,012	$	(37,924	)	$	52,738

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Condensed Consolidating Balance Sheet

December 31, 2011

Successor (in millions)	Parent		Issuers		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Elimination and Consolidation Adjustments			Consolidated NBCUniversal
Assets
Cash and cash equivalents	$	238	$	33	$	24	$	513	$	—		$	808
Receivables, net		21		—		—		3,536		—			3,557
Other current assets		20		103		2		1,200		(9	)		1,316
Total current assets		279		136		26		5,249		(9	)		5,681
Film and television costs		—		—		—		5,227		—			5,227
Investments		505		11		—		2,914		—			3,430
Noncurrent receivables, net		98		—		—		910		—			1,008
Investments in and amounts due from subsidiaries eliminated upon consolidation		39,744		11		—		—		(39,755	)		—
Property and equipment, net		—		1,644		—		3,320		—			4,964
Goodwill		—		—		—		14,657		—			14,657
Intangible assets, net		—		392		—		15,303		—			15,695
Other noncurrent assets		41		31		—		50		—			122
Total assets	$	40,667	$	2,225	$	26	$	47,630	$	(39,764	)	$	50,784
Liabilities and Equity
Accounts payable and accrued expenses related to trade creditors	$	—	$	124	$	3	$	1,992	$	—		$	2,119
Accrued participations and residuals		—		—		—		1,255		—			1,255
Accrued expenses and other current liabilities		223		82		16		2,371		(9	)		2,683
Current portion of long-term debt		550		—		—		4		—			554
Total current liabilities		773		206		19		5,622		(9	)		6,611
Long-term debt, less current portion		9,142		888		—		69		(485	)		9,614
Accrued participations, residuals and program obligations		—		—		—		873		—			873
Other noncurrent liabilities		1,032		262		—		2,127		—			3,421
Redeemable noncontrolling interests		—		—		—		184		—			184
Equity:
Total NBCUniversal member’s equity		29,720		869		7		38,394		(39,270	)		29,720
Noncontrolling interests		—		—		—		361		—			361
Total equity		29,720		869		7		38,755		(39,270	)		30,081
Total liabilities and equity	$	40,667	$	2,225	$	26	$	47,630	$	(39,764	)	$	50,784

20

Condensed Consolidating Statement of Income

For the Three Months Ended September 30, 2012

Successor (in millions)	Parent			Issuers			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Elimination and Consolidation Adjustments			Consolidated NBCUniversal
Revenue	$	4		$	368		$	37	$	6,431		$	(18	)	$	6,822
Costs and Expenses:
Operating costs and expenses		211			178			36		5,284			(27	)		5,682
Depreciation		—			32			—		109			—			141
Amortization		—			3			—		193			—			196
		211			213			36		5,586			(27	)		6,019
Operating income (loss)		(207	)		155			1		845			9			803
Other Income (Expense):
Equity in net income of investees, net		1,982			3			—		33			(1,981	)		37
Interest expense		(101	)		(16	)		—		(2	)		2			(117	)
Interest income		3			1			—		7			(2	)		9
Other income (expense), net		(1	)		—			—		1,071			(9	)		1,061
		1,883			(12	)		—		1,109			(1,990	)		990
Income (loss) before income taxes		1,676			143			1		1,954			(1,981	)		1,793
Income tax (expense) benefit		(4	)		—			—		(68	)		—			(72	)
Net income (loss)		1,672			143			1		1,886			(1,981	)		1,721
Net (income) loss attributable to noncontrolling interests		—			—			—		(49	)		—			(49	)
Net income (loss) attributable to NBCUniversal	$	1,672		$	143		$	1	$	1,837		$	(1,981	)	$	1,672
Comprehensive income attributable to NBCUniversal	$	1,706		$	143		$	1	$	1,872		$	(2,016	)	$	1,706

21

Condensed Consolidating Statement of Income

For the Three Months Ended September 30, 2011

Successor (in millions)	Parent			Issuers			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Elimination and Consolidation Adjustments			Consolidated NBCUniversal
Revenue	$	—		$	366		$	39	$	4,831		$	(36	)	$	5,200
Costs and Expenses:
Operating costs and expenses		194			195			37		3,859			(36	)		4,249
Depreciation		—			31			—		113			—			144
Amortization		—			4			—		184			—			188
		194			230			37		4,156			(36	)		4,581
Operating income (loss)		(194	)		136			2		675			—			619
Other Income (Expense):
Equity in net income of investees, net		769			4			—		50			(768	)		55
Interest expense		(101	)		(17	)		—		—			4			(114	)
Interest income		4			—			—		6			(4	)		6
Other income (expense), net		(7	)		(45	)		—		43			—			(9	)
		665			(58	)		—		99			(768	)		(62	)
Income (loss) before income taxes		471			78			2		774			(768	)		557
Income tax (expense) benefit		(2	)		—			—		(54	)		—			(56	)
Net income (loss)		469			78			2		720			(768	)		501
Net (income) loss attributable to noncontrolling interests		—			—			—		(32	)		—			(32	)
Net income (loss) attributable to NBCUniversal	$	469		$	78		$	2	$	688		$	(768	)	$	469
Comprehensive income attributable to NBCUniversal	$	457		$	78		$	2	$	676		$	(756	)	$	457

22

Condensed Consolidating Statement of Income

For the Nine Months Ended September 30, 2012

Successor (in millions)	Parent			Issuers			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Elimination and Consolidation Adjustments			Consolidated NBCUniversal
Revenue	$	15		$	1,022		$	105	$	16,704		$	(48	)	$	17,798
Costs and Expenses:
Operating costs and expenses		686			543			102		13,604			(72	)		14,863
Depreciation		—			95			—		307			—			402
Amortization		—			9			—		558			—			567
		686			647			102		14,469			(72	)		15,832
Operating income (loss)		(671	)		375			3		2,235			24			1,966
Other Income (Expense):
Equity in net income of investees, net		3,548			9			—		165			(3,553	)		169
Interest expense		(309	)		(48	)		—		—			9			(348	)
Interest income		11			1			—		17			(9	)		20
Other income (expense), net		(14	)		—			—		1,072			(24	)		1,034
		3,236			(38	)		—		1,254			(3,577	)		875
Income (loss) before income taxes		2,565			337			3		3,489			(3,553	)		2,841
Income tax (expense) benefit		5			—			—		(159	)		—			(154	)
Net income (loss)		2,570			337			3		3,330			(3,553	)		2,687
Net (income) loss attributable to noncontrolling interests		—			—			—		(117	)		—			(117	)
Net income (loss) attributable to NBCUniversal	$	2,570		$	337		$	3	$	3,213		$	(3,553	)	$	2,570
Comprehensive income attributable to NBCUniversal	$	2,587		$	337		$	3	$	3,230		$	(3,570	)	$	2,587

23

Condensed Consolidating Statement of Income

For the Period January 29, 2011 to September 30, 2011

Successor (in millions)	Parent			Issuers			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Elimination and Consolidation Adjustments			Consolidated NBCUniversal
Revenue	$	2		$	366		$	39	$	12,919		$	(36	)	$	13,290
Costs and Expenses:
Operating costs and expenses		542			195			37		10,208			(36	)		10,946
Depreciation		—			31			—		231			—			262
Amortization		—			4			—		507			—			511
		542			230			37		10,946			(36	)		11,719
Operating income (loss)		(540	)		136			2		1,973			—			1,571
Other Income (Expense):
Equity in net income of investees, net		2,019			4			—		206			(2,027	)		202
Interest expense		(269	)		(17	)		—		4			4			(278	)
Interest income		4			—			—		13			(4	)		13
Other income (expense), net		(24	)		(45	)		—		17			—			(52	)
		1,730			(58	)		—		240			(2,027	)		(115	)
Income (loss) before income taxes		1,190			78			2		2,213			(2,027	)		1,456
Income tax (expense) benefit		(1	)		—			—		(148	)		—			(149	)
Net income (loss)		1,189			78			2		2,065			(2,027	)		1,307
Net (income) loss attributable to noncontrolling interests		—			—			—		(118	)		—			(118	)
Net income (loss) attributable to NBCUniversal	$	1,189		$	78		$	2	$	1,947		$	(2,027	)	$	1,189
Comprehensive income attributable to NBCUniversal	$	1,176		$	78		$	2	$	1,936		$	(2,016	)	$	1,176

24

Condensed Consolidating Statement of Income

For the Period January 1, 2011 to January 28, 2011

Predecessor (in millions)	Parent			Issuers		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Elimination and Consolidation Adjustments			Consolidated NBCUniversal
Revenue	$	—		$	—	$	—	$	1,206		$	—		$	1,206
Costs and Expenses:
Operating costs and expenses		65			—		—		1,106			—			1,171
Depreciation		—			—		—		19			—			19
Amortization		—			—		—		8			—			8
		65			—		—		1,133			—			1,198
Operating income (loss)		(65	)		—		—		73			—			8
Other Income (Expense):
Equity in net income of investees, net		54			—		—		25			(54	)		25
Interest expense		(32	)		—		—		(5	)		—			(37	)
Interest income		—			—		—		4			—			4
Other income (expense), net		1			—		—		(30	)		—			(29	)
		23			—		—		(6	)		(54	)		(37	)
Income (loss) before income taxes		(42	)		—		—		67			(54	)		(29	)
Income tax (expense) benefit		19			—		—		(15	)		—			4
Net income (loss)		(23	)		—		—		52			(54	)		(25	)
Net (income) loss attributable to noncontrolling interests		—			—		—		2			—			2
Net income (loss) attributable to NBCUniversal	$	(23	)	$	—	$	—	$	54		$	(54	)	$	(23	)
Comprehensive income attributable to NBCUniversal	$	(20	)	$	—	$	—	$	61		$	(61	)	$	(20	)

25

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2012

Successor (in millions)	Parent			Issuers			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Elimination and Consolidation Adjustments		Consolidated NBCUniversal
Net cash provided by (used in) operating activities	$	(841	)	$	454		$	—	$	2,916		$	—	$	2,529
Investing Activities:
Net transactions with affiliates		5,168			—			—		(5,168	)		—		—
Capital expenditures		—			(102	)		—		(374	)		—		(476	)
Cash paid for intangible assets		—			(7	)		—		(54	)		—		(61	)
Acquisitions, net of cash acquired		—			—			—		(95	)		—		(95	)
Proceeds from sale of businesses and investments		—			—			—		3,025			—		3,025
Purchases of investments		(16	)		—			—		(54	)		—		(70	)
Other		(22	)		—			—		13			—		(9	)
Net cash provided by (used in) investing activities		5,130			(109	)		—		(2,707	)		—		2,314
Financing Activities:
Proceeds from (repayments of) short-term borrowings, net		(550	)		—			—		—			—		(550	)
Repurchases and repayments of third-party borrowings		(1	)		(1	)		—		(2	)		—		(4	)
Distributions to member		(693	)		—			—		—			—		(693	)
Repayments of borrowings from subsidiaries eliminated upon consolidation		245			(245	)		—		—			—		—
Other		—			—			—		(190	)		—		(190	)
Net cash provided by (used in) financing activities		(999	)		(246	)		—		(192	)		—		(1,437	)
Increase (decrease) in cash and cash equivalents		3,290			99			—		17			—		3,406
Cash and cash equivalents, beginning of period		238			33			24		513			—		808
Cash and cash equivalents, end of period	$	3,528		$	132		$	24	$	530		$	—	$	4,214

26

Condensed Consolidating Statement of Cash Flows

For the Period January 29, 2011 to September 30, 2011

Successor (in millions)	Parent			Issuers			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Elimination and Consolidation Adjustments		Consolidated NBCUniversal
Net cash provided by (used in) operating activities	$	(601	)	$	169		$	(10	)	$	2,154		$	—	$	1,712
Investing Activities:
Net transactions with affiliates		461			244			—			(705	)		—		—
Capital expenditures		—			(15	)		—			(222	)		—		(237	)
Cash paid for intangible assets		—			—			—			(50	)		—		(50	)
Acquisitions, net of cash acquired		—			244			32			(1,022	)		—		(746	)
Proceeds from sale of businesses and investments		3			—			—			114			—		117
Purchases of investments		(4	)		—			—			(7	)		—		(11	)
Other		(8	)		—			—			—			—		(8	)
Net cash provided by (used in) investing activities		452			473			32			(1,892	)		—		(935	)
Financing Activities:
Proceeds from (repayments of) short-term borrowings, net		949			—			—			—			—		949
Repurchases and repayments of third-party borrowings		—			(1,041	)		—			(2	)		—		(1,043	)
Proceeds of borrowings from Comcast		250			—			—			—			—		250
Distributions to member		(176	)		—			—			—			—		(176	)
Borrowings to and from subsidiaries eliminated upon consolidation		(600	)		600			—			—			—		—
Repayments of borrowings from subsidiaries eliminated upon consolidation		150			(150	)		—			—			—		—
Dividends paid		(78	)		—			—			—			—		(78	)
Other		—			—			—			(141	)		—		(141	)
Net cash provided by (used in) financing activities		495			(591	)		—			(143	)		—		(239	)
Increase (decrease) in cash and cash equivalents		346			51			22			119			—		538
Cash and cash equivalents, beginning of period		295			—			—			213			—		508
Cash and cash equivalents, end of period	$	641		$	51		$	22		$	332		$	—	$	1,046

27

Condensed Consolidating Statement of Cash Flows

For the Period January 1, 2011 to January 28, 2011

Predecessor (in millions)	Parent			Issuers		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Elimination and Consolidation Adjustments		Consolidated NBCUniversal
Net cash provided by (used in) operating activities	$	(337	)	$	—	$	—	$	(292	)	$	—	$	(629	)
Investing Activities:
Net transactions with affiliates		365			—		—		(365	)		—		—
Capital expenditures		—			—		—		(16	)		—		(16	)
Proceeds from sale of businesses and investments		—			—		—		331			—		331
Net cash provided by (used in) investing activities		365			—		—		(50	)		—		315
Financing Activities:
Dividends paid		(8,041	)		—		—		—			—		(8,041	)
(Increase) decrease in short-term loans to GE, net		8,072			—		—		—			—		8,072
Repurchase of preferred stock interest		—			—		—		(332	)		—		(332	)
Other		—			—		—		1			—		1
Net cash provided by (used in) financing activities		31			—		—		(331	)		—		(300	)
Increase (decrease) in cash and cash equivalents		59			—		—		(673	)		—		(614	)
Cash and cash equivalents, beginning of period		236			—		—		848			—		1,084
Cash and cash equivalents, end of period	$	295		$	—	$	—	$	175		$	—	$	470

28

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a leading media and entertainment company that develops, produces and distributes entertainment, news and information, sports and other content for global audiences.

On January 28, 2011, Comcast closed the Joint Venture transaction in which it acquired control of the businesses of NBC Universal, Inc., and on July 1, 2011, we closed the Universal Orlando transaction in which we acquired the remaining 50% equity interest in Universal Orlando that we did not already own. For a more complete discussion of these transactions, refer to our consolidated financial statements included in our 2011 Annual Report on Form 10-K.

We report our operations as the following four reportable business segments.

Cable Networks

Our Cable Networks segment consists primarily of our national cable networks, which provide entertainment, news and information, and sports programming, our regional sports and news networks, our international cable networks, our cable television production studio, and our related digital media properties. Our Cable Networks segment generates revenue primarily from the distribution of our cable network programming to multichannel video providers, the sale of advertising, and the licensing and sale of our owned programming.

Broadcast Television

Our Broadcast Television segment consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local television stations, our broadcast television production operations, and our related digital media properties. Our Broadcast Television segment generates revenue primarily from the sale of advertising and the licensing and sale of our owned programming.

Filmed Entertainment

Our Filmed Entertainment segment consists of the operations of Universal Pictures, including Focus Features, which produces, acquires, markets and distributes filmed entertainment worldwide in various media formats for theatrical, home entertainment, television and other distribution platforms. We also develop, produce and license stage plays. Our Filmed Entertainment segment generates revenue primarily from the worldwide theatrical release of our owned and acquired films, content licensing and home entertainment.

Theme Parks

Our Theme Parks segment consists primarily of our Universal theme parks in Orlando and Hollywood. We also receive fees related to intellectual property licenses and other services from third parties that own and operate Universal Studios Japan and Universal Studios Singapore. Our Theme Parks segment generates revenue primarily from theme park attendance and per capita spending, as well as from licensing and other fees. Per capita spending includes ticket price and in-park spending on food, beverage and merchandise.

Headquarters and Other

Our other business interests primarily include equity method investments, such as The Weather Channel Holding Corp. (“The Weather Channel”). In August 2012, we sold our equity method investment in A&E Television Networks and in July 2012, we acquired the remaining 50% equity interest in MSNBC.com that we did not already own. See Note 4 to our condensed consolidated financial statements for additional information. For information on the performance of our equity method investments, see “Consolidated Other Income (Expense) Items” below and refer to the “Equity in Net Income of Investees, Net” heading within that section.

Headquarters and Other includes operating costs and expenses associated with corporate overhead, employee benefits and corporate initiatives.

29

Consolidated Operating Results

The following tables set forth our results of operations as reported in our condensed consolidated financial statements in accordance with GAAP. GAAP requires that we separately present our results for the periods from January 1, 2011 to January 28, 2011 (the “Predecessor period”) and from January 29, 2011 to September 30, 2011 (the “Successor period”). Management believes reviewing our operating results for the nine months ended September 30, 2011 by combining the results of the Predecessor and Successor periods is more useful in identifying trends in, or reaching conclusions regarding, our overall operating performance and performs reviews at that level. Accordingly, in addition to presenting our results of operations as reported in our condensed consolidated financial statements in accordance with GAAP, the table below presents the non-GAAP combined results for the nine months ended September 30, 2011, which we also use to compute the percentage change to the current year, as we believe this presentation provides the most meaningful basis for comparison of our results. The combined operating results may not reflect the actual results we would have achieved had the Joint Venture transaction closed prior to January 28, 2011 and may not be predictive of our future results of operations.

	Successor
	Three Months Ended September 30
(in millions)	2012			2011			% Change 2011 to 2012
Revenue	$	6,822		$	5,200			31.2	%
Costs and Expenses:
Operating costs and expenses		5,682			4,249			33.7
Depreciation		141			144			(1.3	)
Amortization		196			188			4.7
Operating income		803			619			29.5
Other income (expense) items, net		990			(62	)		NM
Income (loss) before income taxes		1,793			557			221.7
Income tax (expense) benefit		(72	)		(56	)		27.8
Net income (loss)		1,721			501			243.2
Net (income) loss attributable to noncontrolling interests		(49	)		(32	)		50.2
Net income (loss) attributable to NBCUniversal	$	1,672		$	469			256.5	%

	Successor						Predecessor			Combined
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011			Nine Months Ended September 30, 2011			% Change 2011 to 2012
Revenue	$	17,798		$	13,290		$	1,206		$	14,496			22.8	%
Costs and Expenses:
Operating costs and expenses		14,863			10,946			1,171			12,117			22.7
Depreciation		402			262			19			281			43.5
Amortization		567			511			8			519			9.2
Operating income		1,966			1,571			8			1,579			24.5
Other income (expense) items, net		875			(115	)		(37	)		(152	)		NM
Income (loss) before income taxes		2,841			1,456			(29	)		1,427			99.1
Income tax (expense) benefit		(154	)		(149	)		4			(145	)		5.9
Net income (loss)		2,687			1,307			(25	)		1,282			109.6
Net (income) loss attributable to noncontrolling interests		(117	)		(118	)		2			(116	)		0.5
Net income (loss) attributable to NBCUniversal	$	2,570		$	1,189		$	(23	)	$	1,166			120.5	%

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.

30

The comparability of our consolidated results of operations was impacted by the Joint Venture transaction, which closed on January 28, 2011, and the Universal Orlando transaction, which closed on July 1, 2011. The results of operations of the Comcast Content Business and Universal Orlando are included in our consolidated financial statements following their respective transaction dates.

Each of our businesses is subject to seasonal and cyclical variations. Revenue and operating costs and expenses in our Broadcast Television segment are cyclical as a result of our periodic broadcasts of the Olympic Games and the Super Bowl. Because we broadcasted the 2012 Super Bowl in February 2012 and the 2012 London Olympics in July and August 2012, during the nine months ended September 30, 2012, our advertising revenue increased as a result of increased demand for advertising time. Our operating costs and expenses also increased during the period as a result of programming and production costs and amortization of the related rights fees. All of the revenue and operating costs and expenses associated with our broadcasts of the 2012 Super Bowl and the 2012 London Olympics are reported in our Broadcast Television segment.

Consolidated Revenue

Consolidated revenue increased for the three months ended September 30, 2012 compared to the same period in 2011 primarily due to increases in revenue in our Broadcast Television segment due to our broadcast of the 2012 London Olympics as well as increases in our Filmed Entertainment, Cable Networks and Theme Parks segments.

Consolidated revenue increased for the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to increases in revenue in our Broadcast Television segment due to our broadcast of the 2012 London Olympics and 2012 Super Bowl as well as increases in our Theme Parks, Cable Networks and Filmed Entertainment segments. The increases in revenue in our Theme Parks and Cable Networks segments include the impact of the Universal Orlando and Joint Venture transactions, respectively. Revenue for our segments is discussed separately under the heading “Segment Operating Results.”

Consolidated Operating Costs and Expenses

Consolidated operating costs and expenses increased for the three months ended September 30, 2012 compared to the same period in 2011 primarily due to increases in operating costs and expenses in our Broadcast Television segment due to the broadcast of the 2012 London Olympics as well as increases in our Filmed Entertainment segment.

Consolidated operating costs and expenses increased for the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to increases in operating costs and expenses in our Broadcast Television segment due to the broadcast of the 2012 London Olympics and 2012 Super Bowl as well as increases in our Cable Networks, Theme Parks and Filmed Entertainment segments. The increases in operating costs and expenses in our Theme Parks and Cable Networks segments include the impact of the Universal Orlando and Joint Venture transactions, respectively. Operating costs and expenses for our segments are discussed separately under the heading “Segment Operating Results.”

Consolidated Depreciation and Amortization

Consolidated depreciation and amortization expense for the three months ended September 30, 2012 remained flat compared to the same period in 2011.

Consolidated depreciation expense for the nine months ended September 30, 2012 increased primarily due to the impact of consolidating Universal Orlando for nine months in 2012, compared with three months in the same period in 2011. Consolidated amortization expense for the nine months ended September 30, 2012 increased compared to the same period in 2011 primarily due to the amortization of the intangible assets recorded as a result of the Joint Venture and Universal Orlando transactions.

Segment Operating Results

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 amortization expense that results from intangible assets recognized in connection with the Joint Venture

31

transaction and other 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 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 GAAP, in Note 14 to our condensed consolidated financial statements. This measure should not be considered a substitute for operating income (loss), net income (loss) attributable to NBCUniversal, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP.

	Successor						% Change 2011 to 2012
	Three Months Ended September 30
(in millions)	2012			2011
Revenue
Cable Networks	$	2,165		$	2,097			3.2	%
Broadcast Television		2,777			1,511			83.8
Filmed Entertainment		1,355			1,096			23.6
Theme Parks		614			580			5.8
Headquarters and Other		8			9			(11.0	)
Eliminations		(97	)		(93	)		(3.8	)
Total	$	6,822		$	5,200			31.2	%
Operating Income (Loss) Before Depreciation and Amortization
Cable Networks	$	809		$	751			7.6	%
Broadcast Television		88			(7	)		NM
Filmed Entertainment		72			54			31.1
Theme Parks		316			285			11.2
Headquarters, other and eliminations		(145	)		(132	)		(8.6	)
Total	$	1,140		$	951			19.9	%

	Successor						Predecessor			Combined
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011			Nine Months Ended September 30, 2011			% Change 2011 to 2012
Revenue
Cable Networks	$	6,555		$	5,670		$	389		$	6,059			8.2	%
Broadcast Television		6,168			4,094			464			4,558			35.3
Filmed Entertainment		3,778			2,972			353			3,325			13.6
Theme Parks		1,565			1,376			115			1,491			4.9
Headquarters and Other		31			34			5			39			(20.7	)
Eliminations		(299	)		(856	)		(120	)		(976	)		69.4
Total	$	17,798		$	13,290		$	1,206		$	14,496			22.8	%
Operating Income (Loss) Before Depreciation and Amortization
Cable Networks	$	2,402		$	2,196		$	143		$	2,339			2.7	%
Broadcast Television		274			218			(16	)		202			35.7
Filmed Entertainment		(5	)		(62	)		1			(61	)		91.6
Theme Parks		708			607			37			644			10.0
Headquarters, other and eliminations		(444	)		(615	)		(130	)		(745	)		40.5
Total	$	2,935		$	2,344		$	35		$	2,379			23.4	%

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Cable Networks Segment—Results of Operations

	Successor				% Change 2011 to 2012
	Three Months Ended September 30
(in millions)	2012		2011
Revenue
Distribution	$	1,157	$	1,095		5.7	%
Advertising		807		803		0.6
Content licensing and other		201		199		0.6
Total revenue		2,165		2,097		3.2
Operating costs and expenses		1,356		1,346		0.8
Operating income before depreciation and amortization	$	809	$	751		7.6	%

	Successor				Predecessor		Combined		% Change 2011 to 2012
(in millions)	Nine Months Ended September 30, 2012		For the Period January 29, 2011 to September 30, 2011		For the Period January 1, 2011 to January 28, 2011		Nine Months Ended September 30, 2011
Revenue
Distribution	$	3,467	$	2,954	$	188	$	3,142		10.3	%
Advertising		2,545		2,228		162		2,390		6.5
Content licensing and other		543		488		39		527		3.1
Total revenue		6,555		5,670		389		6,059		8.2
Operating costs and expenses		4,153		3,474		246		3,720		11.7
Operating income before depreciation and amortization	$	2,402	$	2,196	$	143	$	2,339		2.7	%

Cable Networks Segment—Revenue

Our Cable Networks revenue increased for the three months ended September 30, 2012 compared to the same period in 2011 primarily due to an increase in distribution revenue as a result of rate increases. Advertising revenue remained flat compared to the same period in 2011 due to an increase in the price and volume of advertising units sold, which was partially offset by continuing declines in audience ratings at certain of our cable networks.

Our Cable Networks revenue for the nine months ended September 30, 2012 included nine months of operating results of the Comcast Content Business, compared to eight months of operating results for the same period in 2011, which accounted for $231 million of the increase in revenue. The remaining increase was due to increases in distribution and advertising revenue. The increase in distribution revenue was primarily due to rate increases, and the increase in advertising revenue was primarily due to increases in the price and volume of advertising units sold, which was partially offset by continuing declines in audience ratings at certain of our cable networks.

For both the three and nine months ended September 30, 2012, 13% of our total Cable Networks segment revenue was generated from transactions with Comcast. For the three and nine months ended September 30, 2011, 13% and 12%, respectively, of our total Cable Networks segment revenue was generated from transactions with Comcast.

The current collective bargaining agreement between the National Hockey League (“NHL”) and its players’ association expired at the end of the 2011-12 season. If the NHL player lockout continues, the number of NHL games that we broadcast on our cable and broadcast networks, and our results of operations associated with these broadcasts, may be affected.

Cable Networks Segment—Operating Costs and Expenses

Our operating costs and expenses remained flat for the three months ended September 30, 2012 compared to the same period in 2011.

Our operating costs and expenses for the nine months ended September 30, 2012 included nine months of operating expenses of the Comcast Content Business, compared to eight months of operating expenses for the

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same period in 2011, which accounted for $168 million of the increase in operating expenses. The remaining increase is primarily due to higher programming and production expenses that resulted from our continued investment in original programming and an increase in sports rights costs.

Broadcast Television Segment—Results of Operations

	Successor					% Change 2011 to 2012
	Three Months Ended September 30
(in millions)	2012		2011
Revenue
Advertising	$	1,988	$	974			104.1	%
Content licensing		385		399			(3.4	)
Other		404		138			192.0
Total revenue		2,777		1,511			83.8
Operating costs and expenses		2,689		1,518			77.1
Operating income before depreciation and amortization	$	88	$	(7	)		NM	%

	Successor				Predecessor			Combined		% Change 2011 to 2012
(in millions)	Nine Months Ended September 30, 2012		For the Period January 29, 2011 to September 30, 2011		For the Period January 1, 2011 to January 28, 2011			Nine Months Ended September 30, 2011
Revenue
Advertising	$	4,367	$	2,683	$	315		$	2,998		45.7	%
Content licensing		1,173		1,080		111			1,191		(1.5	)
Other		628		331		38			369		70.1
Total revenue		6,168		4,094		464			4,558		35.3
Operating costs and expenses		5,894		3,876		480			4,356		35.3
Operating income (loss) before depreciation and amortization	$	274	$	218	$	(16	)	$	202		35.7	%

Broadcast Television Segment—Revenue

Our Broadcast Television revenue increased for the three months ended September 30, 2012 compared to the same period in 2011 primarily due to our broadcast of the 2012 London Olympics, which resulted in significant increases in both advertising and other revenue totaling $1.2 billion. Excluding the impact of the 2012 London Olympics, Broadcast Television revenue increased 5% for the three months ended September 30, 2012, primarily due to an increase in the price and volume of advertising units sold, including the impact of higher political advertising in 2012.

Our Broadcast Television revenue increased for the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to our broadcast of the 2012 London Olympics and the 2012 Super Bowl. Excluding the impact of both of these events, Broadcast Television revenue increased 4% for the nine months ended September 30, 2012, primarily due to an increase in advertising revenue resulting from an increase in the price of advertising units sold.

Broadcast Television Segment—Operating Costs and Expenses

Our operating costs and expenses increased for the three months ended September 30, 2012 compared to the same period in 2011 primarily due to an increase in programming and production costs of $1.1 billion associated with our broadcast of the 2012 London Olympics. Excluding these costs, operating costs and expenses for the three months ended September 30, 2012 increased 7% primarily due to an increase in programming and production costs, including the impact of the early start to our 2012 fall primetime schedule.

Our operating costs and expenses increased for the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to the increase in programming and production costs associated with our broadcasts of the 2012 London Olympics and the 2012 Super Bowl.

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Filmed Entertainment Segment—Results of Operations

	Successor				% Change 2011 to 2012
	Three Months Ended September 30
(in millions)	2012		2011
Revenue
Theatrical	$	410	$	196		109.3	%
Content licensing		368		337		9.1
Home entertainment		482		427		12.9
Other		95		136		(30.3	)
Total revenue		1,355		1,096		23.6
Operating costs and expenses		1,283		1,042		23.2
Operating income (loss) before depreciation and amortization	$	72	$	54		31.1	%

	Successor						Predecessor		Combined
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011		Nine Months Ended September 30, 2011			% Change 2011 to 2012
Revenue
Theatrical	$	1,176		$	816		$	58	$	874			34.6	%
Content licensing		1,127			867			171		1,038			8.5
Home entertainment		1,179			947			96		1,043			13.0
Other		296			342			28		370			(19.8	)
Total revenue		3,778			2,972			353		3,325			13.6
Operating costs and expenses		3,783			3,034			352		3,386			11.8
Operating income (loss) before depreciation and amortization	$	(5	)	$	(62	)	$	1	$	(61	)		91.6	%

Filmed Entertainment Segment—Revenue

Our Filmed Entertainment revenue increased for the three months ended September 30, 2012 compared to the same period in 2011 primarily due to increases in theatrical, home entertainment and content licensing revenue. The increase in theatrical revenue was due to the performance of our 2012 releases, includingTed andThe Bourne Legacy, compared to same period in 2011. The increase in home entertainment revenue was due to an increase in the number of titles released and the performance of our current year releases compared to the same period in 2011. The increase in content licensing revenue was primarily due to a higher volume of our owned and acquired films made available to licensees in 2012.

Our Filmed Entertainment revenue increased for the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to increases in theatrical, home entertainment and content licensing revenue. The increase in theatrical revenue was due to the performance of our 2012 releases, which includedTed,Dr. Seuss’ The Lorax,Safe House andThe Bourne Legacy, compared to the same period in 2011. The increase in home entertainment revenue was primarily due to the performance of our current year releases compared to the same period in 2011. The increase in content licensing revenue increased primarily due to a higher volume of our owned and acquired films made available to licensees in 2012.

Filmed Entertainment Segment—Operating Costs and Expenses

Our operating costs and expenses increased for the three months ended September 30, 2012 compared to the same period in 2011 due to increases in the amortization of film costs primarily associated with the increase in theatrical revenue from our 2012 releases.

Our operating costs and expenses increased for the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to higher amortization of film costs resulting from the increase in theatrical revenue and the underperformance ofBattleship, as well as an increase in marketing costs associated with our 2012 theatrical and home entertainment releases.

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Theme Parks Segment—Results of Operations

The tables below includes 100% of the results of operations for Universal Orlando for all amounts presented in order to reflect our measure of operating income (loss) before depreciation and amortization for our Theme Parks segment.

	Successor				% Change 2011 to 2012
	Three Months Ended September 30
(in millions)	2012		2011
Revenue	$	614	$	580		5.8	%
Operating costs and expenses		298		295		0.7
Operating income before depreciation and amortization	$	316	$	285		11.2	%

	Successor				Predecessor		Combined
(in millions)	Nine Months Ended September 30, 2012		For the Period January 29, 2011 to September 30, 2011		For the Period January 1, 2011 to January 28, 2011		Nine Months Ended September 30, 2011		% Change 2011 to 2012
Revenue	$	1,565	$	1,376	$	115	$	1,491		4.9	%
Operating costs and expenses		857		769		78		847		1.1
Operating income before depreciation and amortization	$	708	$	607	$	37	$	644		10.0	%

Theme Parks Segment—Revenue

Our Theme Parks segment revenue increased for the three months ended September 30, 2012 compared to the same period in 2011 primarily due to higher guest attendance at our Universal theme parks.

Our Theme Parks segment revenue increased for the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to higher guest attendance and increases in per capita spending at our Universal theme parks.

Theme Parks Segment—Operating Costs and Expenses

Our Theme Parks segment operating costs and expenses increased for the three and nine months ended September 30, 2012 compared to the same periods in 2011 primarily due to additional costs associated with higher guest attendance at our Universal theme parks.

Headquarters, Other and Eliminations

Headquarters and other operating costs and expenses increased for the three months ended September 30, 2012 compared to the same period in 2011 primarily due to increases in administrative costs.

Headquarters and other operating costs and expenses decreased for the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to $104 million of transaction-related costs associated with the Joint Venture transaction, including severance and other compensation-related costs, included in the prior year period.

Eliminations include the results of operations for Universal Orlando for the six months ended June 30, 2011. Our Theme Parks segment had included the results of operations of Universal Orlando for this period because these amounts reflected our segment performance measure. These amounts were not included when we measured our consolidated results of operations for the six months ended June 30, 2011 because we recorded Universal Orlando as an equity method investment during this period.

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Consolidated Other Income (Expense) Items
	Successor
	Three Months Ended September 30
(in millions)	2012			2011
Equity in net income of investees, net	$	37		$	55
Interest expense		(117	)		(114	)
Interest income		9			6
Other income (expense), net		1,061			(9	)
Total	$	990		$	(62	)

	Successor						Predecessor			Combined
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011			Nine Months Ended September 30, 2011
Equity in net income of investees, net	$	169		$	202		$	25		$	227
Interest expense		(348	)		(278	)		(37	)		(315	)
Interest income		20			13			4			17
Other income (expense), net		1,034			(52	)		(29	)		(81	)
Total	$	875		$	(115	)	$	(37	)	$	(152	)

Equity in Net Income of Investees, Net

The decrease in equity in net income of investees, net for the three months ended September 30, 2012 compared to the same period in 2011 was primarily due to the impact of the sale of our equity interest in A&E Television Networks.

The decrease in equity in net income of investees, net for the nine months ended September 30, 2012 compared to the same period in 2011 was primarily due to the consolidation of Universal Orlando, which was accounted for as an equity method investment during the first half of 2011.

Interest Expense

Interest expense for the three months ended September 30, 2012 remained flat compared to the same period in 2011. Interest expense increased for the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to the impact of consolidating Universal Orlando’s debt following the close of the Universal Orlando transaction.

Other Income (Expense), Net

Other income (expense), net increased for the three and nine months ended September 30, 2012 compared to the same periods in 2011 primarily due to the $1 billion gain related to the sale of our equity interest in A&E Television Networks. See Note 4 for additional information.

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, debt repayment obligations and distributions to NBCUniversal Holdings, 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 maintain significant availability under our lines of credit and our commercial paper program to meet our short-term liquidity requirements. As of September 30, 2012, $1.4 billion was available under our $1.5 billion revolving credit facility.

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Operating Activities

Components of Net Cash Provided by Operating Activities

	Successor						Predecessor			Combined
(in millions)	Nine Months Ended September 30, 2012			For the Period January 29, 2011 to September 30, 2011			For the Period January 1, 2011 to January 28, 2011			Nine Months Ended September 30, 2011
Operating income	$	1,966		$	1,571		$	8		$	1,579
Depreciation and amortization		969			773			27			800
Operating income before depreciation and amortization		2,935			2,344			35			2,379
Noncash compensation		6			14			48			62
Changes in operating assets and liabilities		(167	)		(503	)		(220	)		(723	)
Cash basis operating income		2,774			1,855			(137	)		1,718
Payments of interest		(235	)		(213	)		(1	)		(214	)
Payments of income taxes		(127	)		(112	)		(493	)		(605	)
Proceeds from investments and other		117			182			2			184
Net cash provided by (used in) operating activities	$	2,529		$	1,712		$	(629	)	$	1,083

The changes in operating assets and liabilities for the nine months ended September 30, 2012 compared to the same period in 2011 primarily relate to a decrease in film and television costs, partially offset by the settlement in 2012 of a $237 million liability associated with the unfavorable Olympics contract that had been recorded through the application of acquisition accounting in 2011, as well as the timing of other operating items, including accounts receivable and accounts payable related to trade creditors.

The decrease in income tax payments for the nine months ended September 30, 2012 compared to the same period in 2011 was primarily due to amounts paid in the prior year period in preparation for the closing of the Joint Venture transaction.

Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2012 consisted primarily of $3 billion in cash proceeds we received related to A&E Television Networks’ redemption of our 15.8% equity interest. Following the close of the transaction, we no longer receive dividends from A&E Television Networks. During the nine months ended September 30, 2012 and 2011, we received $129 million and $138 million, respectively, in dividends from A&E Television Networks, which were included in net cash provided by operating activities. The cash proceeds received from the sale of our equity interest in A&E Television Networks were partially offset by capital expenditures and the acquisition of the remaining 50% equity interest in MSNBC.com that we did not already own.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2012 consisted primarily of $550 million of net repayments of our outstanding commercial paper and tax distributions to NBCUniversal Holdings of $693 million, of which $353 million was attributable to Comcast and $340 million was attributable to GE. Of the total tax distributions to NBCUniversal Holdings for the nine months ended September 30, 2012, $323 million related to the sale of our equity interest in A&E Television Networks for taxes incurred by Comcast and GE associated with this transaction. We expect to make further tax distributions to NBCUniversal Holdings of approximately $100 million in the fourth quarter of 2012 associated with this transaction.

In October 2012, we issued $1 billion aggregate principal amount of 2.875% senior notes due 2023 and $1 billion aggregate principal amount of 4.450% senior notes due 2043. A portion of the proceeds from this issuance will be used in November 2012 to redeem the $260 million aggregate principal amount outstanding of Universal Orlando’s 8.875% senior notes due 2015 and the $146 million aggregate principal amount outstanding of Universal Orlando’s 10.875% senior subordinated notes due 2016.

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 liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are

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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.

For a more complete discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our condensed consolidated financial statements, please refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2011 Annual Report on Form 10-K.

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 Exchange Act 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

There were no 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

ITEM 1: LEGAL PROCEEDINGS

We are subject to legal proceedings and claims that arise in the ordinary course of our business. We do not expect the final disposition of these matters to have a material adverse effect on our results of operations, cash flows or financial condition, although any such matters could be time consuming and costly and could injure our reputation.

ITEM 1A: RISK FACTORS

There have been no significant changes from the risk factors previously disclosed in Item 1A of our 2011 Annual Report on Form 10-K.

ITEM 6: EXHIBITS

Exhibit No.	Description
10.1*	NBCUniversal Deferred Compensation Plan dated August 29, 2012.
31	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial statements from NBCUniversal Media, LLC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the Securities and Exchange Commission on October 26, 2012, 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.

* Constitutes a management contract or compensatory plan or arrangement.

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SIGNATURES

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.

NBCUNIVERSAL MEDIA, LLC

/s/ LAWRENCE J. SALVA

Lawrence J. Salva

Senior Vice President

(Principal Accounting Officer)

Date: October 26, 2012

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