UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2016
OR
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from to
Exact Name of Registrant; State of
Incorporation; Address and Telephone
Number of Principal Executive Offices
PENNSYLVANIA
One Comcast Center
Philadelphia, PA 19103-2838
(215) 286-1700
DELAWARE
30 Rockefeller Plaza
New York, NY 10112-0015
(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.
Comcast Corporation
Yes x
No ¨
NBCUniversal Media, LLC
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).
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.
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 stock, as of the latest practical date:
As of September 30, 2016, there were 2,383,388,019 shares of Comcast Corporation Class A common stock and 9,444,375 shares of Comcast Corporation Class B common stock outstanding.
Not applicable for NBCUniversal Media, LLC.
NBCUniversal Media, LLC meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.
TABLE OF CONTENTS
Item 1.
Item 2.
Item 3.
Item 4.
Item 1A.
Item 5.
Item 6.
Explanatory Note
This Quarterly Report on Form 10-Q is a combined report being filed separately by Comcast Corporation (“Comcast”) and NBCUniversal Media, LLC (“NBCUniversal”). Comcast owns all of the common equity interests in NBCUniversal, and NBCUniversal meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing its information within this Form 10-Q with the reduced disclosure format. Each of Comcast and NBCUniversal is filing on its own behalf the information contained in this report that relates to itself, and neither company makes any representation as to information relating to the other company. Where information or an explanation is provided that is substantially the same for each company, such information or explanation has been combined in this report. Where information or an explanation is not substantially the same for each company, separate information and explanation has been provided. In addition, separate condensed consolidated financial statements for each company, along with notes to the condensed consolidated financial statements, are included in this report. Unless indicated otherwise, throughout this Quarterly Report on Form 10-Q, we refer to Comcast and its consolidated subsidiaries, including NBCUniversal and its consolidated subsidiaries, as “we,” “us” and “our;” Comcast Cable Communications, LLC and its consolidated subsidiaries as “Comcast Cable;” Comcast Holdings Corporation as “Comcast Holdings;” and NBCUniversal, LLC as “NBCUniversal Holdings.”
This Quarterly Report on Form 10-Q is for the three and nine months ended September 30, 2016. This Quarterly Report modifies and supersedes documents filed before it. 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.
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 businesses and results of operations could be adversely affected if we do not compete effectively
changes in consumer behavior driven by alternative methods for viewing content may adversely affect our businesses and challenge existing business models
a decline in advertisers’ expenditures or changes in advertising markets could negatively impact our businesses
our businesses depend on keeping pace with technological developments
we are subject to regulation by federal, state, local and foreign authorities, which may impose additional costs and restrictions on our businesses
changes to existing statutes, rules, regulations, or interpretations thereof, or adoption of new ones, could have an adverse effect on our businesses
programming expenses for our video services are increasing, which could adversely affect our Cable Communications segment’s video business
NBCUniversal’s success depends on consumer acceptance of its content, and its businesses may be adversely affected if its content fails to achieve sufficient consumer acceptance or the costs to create or acquire content increase
the loss of NBCUniversal’s programming distribution agreements, or the renewal of these agreements on less favorable terms, could adversely affect its businesses
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
weak economic conditions may have a negative impact on our businesses
our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others
strategic initiatives and acquisitions present many risks, and we may not realize the financial and strategic goals that we had contemplated
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
our Class B common stock has substantial voting rights and separate approval rights over several potentially material transactions, and our Chairman and CEO has considerable influence over our company through his beneficial ownership of our Class B common stock
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheet
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents
Receivables, net
Programming rights
Other current assets
Total current assets
Film and television costs
Investments
Property and equipment, net of accumulated depreciation of $49,540 and $48,100
Franchise rights
Goodwill
Other intangible assets, net of accumulated amortization of $10,678 and $9,868
Other noncurrent assets, net
Total assets
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses related to trade creditors
Accrued participations and residuals
Deferred revenue
Accrued expenses and other current liabilities
Current portion of long-term debt
Total current liabilities
Long-term debt, less current portion
Deferred income taxes
Other noncurrent liabilities
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests and redeemable subsidiary preferred stock
Equity:
Preferred stock—authorized, 20,000,000 shares; issued, zero
Class A common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 2,819,783,533 and 2,869,349,502; outstanding, 2,383,388,019 and 2,432,953,988
Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding, 9,444,375
Additional paid-in capital
Retained earnings
Treasury stock, 436,395,514 Class A common shares
Accumulated other comprehensive income (loss)
Total Comcast Corporation shareholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to condensed consolidated financial statements.
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Condensed Consolidated Statement of Income
Revenue
Costs and Expenses:
Programming and production
Other operating and administrative
Advertising, marketing and promotion
Depreciation
Amortization
Operating income
Other Income (Expense):
Interest expense
Investment income (loss), net
Equity in net income (losses) of investees, net
Other income (expense), net
Income before income taxes
Income tax expense
Net income
Net (income) loss attributable to noncontrolling interests and redeemable subsidiary preferred stock
Net income attributable to Comcast Corporation
Basic earnings per common share attributable to Comcast Corporation shareholders
Diluted earnings per common share attributable to Comcast Corporation shareholders
Dividends declared per common share
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Condensed Consolidated Statement of Comprehensive Income
Unrealized gains (losses) on marketable securities, net of deferred taxes of $—, $—, $(1) and $—
Deferred gains (losses) on cash flow hedges, net of deferred taxes of $(7), $30, $46 and $40
Amounts reclassified to net income:
Realized (gains) losses on marketable securities, net of deferred taxes of $—, $1, $1 and $1
Realized (gains) losses on cash flow hedges, net of deferred taxes of $(6), $(20), $(42) and $(26)
Employee benefit obligations, net of deferred taxes of $—, $(8), $(2) and $(8)
Currency translation adjustments, net of deferred taxes of $(6), $15, $(122) and $23
Comprehensive income
Other comprehensive (income) loss attributable to noncontrolling interests
Comprehensive income attributable to Comcast Corporation
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Condensed Consolidated Statement of Cash Flows
Net cash provided by operating activities
Investing Activities
Capital expenditures
Cash paid for intangible assets
Acquisitions and construction of real estate properties
Acquisitions, net of cash acquired
Proceeds from sales of businesses and investments
Purchases of investments
Deposits
Other
Net cash provided by (used in) investing activities
Financing Activities
Proceeds from (repayments of) short-term borrowings, net
Proceeds from borrowings
Repurchases and repayments of debt
Repurchases and retirements of common stock
Dividends paid
Issuances of common stock
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock
Net cash provided by (used in) financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
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Condensed Consolidated Statement of Changes in Equity
RedeemableNoncontrollingInterests andRedeemableSubsidiaryPreferred Stock
Common Stock
AdditionalPaid-InCapital
RetainedEarnings
TreasuryStock atCost
AccumulatedOtherComprehensiveIncome (Loss)
Non-
controllingInterests
TotalEquity
Balance, December 31, 2014
Stock compensation plans
Employee stock purchase plans
Dividends declared
Other comprehensive income (loss)
Contributions from (distributions to) noncontrolling interests, net
Net income (loss)
Balance, September 30, 2015
Balance, December 31, 2015
Balance, September 30, 2016
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Condensed Consolidated Financial Statements
Basis of Presentation
We have prepared these unaudited condensed consolidated financial statements based on 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 2015 Annual Report on Form 10-K.
Reclassifications
Reclassifications have been made to our condensed consolidated financial statements for the prior year periods to conform to classifications used in 2016.
Note 2: Recent Accounting Pronouncements
Revenue Recognition
In May 2014, the Financial Accounting Standards Board (“FASB”) updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing clearer guidance on when an entity should recognize revenue and by reducing the number of standards to which an entity has to refer. The updated guidance is effective for us as of January 1, 2018. The updated accounting guidance provides companies with alternative methods of adoption. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements and our method of adoption.
Consolidations
In February 2015, the FASB updated the accounting guidance related to consolidation under the variable interest entity (“VIE”) and voting interest entity models. The updated accounting guidance modifies the consolidation guidance for VIEs, limited partnerships and similar legal entities. We have adopted this guidance as of January 1, 2016 and it did not have a material impact on our consolidated financial statements.
Financial Assets and Financial Liabilities
In January 2016, the FASB updated the accounting guidance related to the recognition and measurement of financial assets and financial liabilities. The updated accounting guidance, among other things, requires that all nonconsolidated equity investments, except those accounted for under the equity method, be measured at fair value and that the changes in fair value be recognized in net income. The updated guidance is effective for us as of January 1, 2018. The updated accounting guidance requires a cumulative effect adjustment to beginning retained earnings when the guidance is adopted with certain exceptions. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements.
Leases
In February 2016, the FASB updated the accounting guidance related to leases. The updated accounting guidance requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the
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exception of short-term leases. For a lessee, the recognition, measurement and presentation of expenses and cash flows arising from a lease do not significantly change from previous guidance. For a lessor, the accounting applied is also largely unchanged from previous guidance. The updated guidance is effective for us as of January 1, 2019 and early adoption is permitted. The updated accounting guidance must be adopted using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements.
Share-Based Compensation
In March 2016, the FASB updated the accounting guidance that affects several aspects of the accounting for share-based compensation. The most significant change for us relates to the presentation of the income and withholding tax consequences of share-based compensation in our consolidated financial statements. Among the changes, the updated guidance requires that the excess income tax benefits or deficiencies that arise when the tax consequences of share-based compensation differ from amounts previously recognized in the statement of income be recognized as income tax benefit or expense in the statement of income rather than as additional paid-in capital in the balance sheet. The guidance also states that excess income tax benefits should not be presented separately from other income taxes in the statement of cash flows and, thus, should be classified as an operating activity rather than a financing activity as they are under the current guidance. In addition, the updated guidance requires when an employer withholds shares upon exercise of options or the vesting of restricted stock for the purpose of meeting withholding tax requirements, that the cash paid for withholding taxes be classified as a financing activity. We currently record these amounts within operating activities.
We will implement the updated guidance in the first quarter of 2017. As required under the updated guidance, we will prospectively adopt the provisions of this guidance related to the recognition of the excess tax benefits or deficiencies in the statement of income. In addition, upon adoption we will retrospectively adopt the provisions of this guidance related to changes to the statement of cash flows for all periods presented.
If we had adopted the provisions of the updated guidance as of January 1, 2016, it would have increased net income attributable to Comcast Corporation by $34 million and $193 million for the three and nine months ended September 30, 2016, respectively. In addition, the updated guidance would have increased net cash provided by operating activities and decreased net cash provided by (used in) financing activities by $493 million for the nine months ended September 30, 2016. The most significant impact of implementing the new guidance is expected to occur in the first quarter of each year as a result of the vesting of restricted stock awards, which primarily occurs in March.
Note 3: Earnings Per Share
Computation of Diluted EPS
Basic EPS attributable to Comcast Corporation shareholders
Effect of dilutive securities:
Assumed exercise or issuance of shares relating to stock plans
Diluted EPS attributable to Comcast Corporation shareholders
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Diluted earnings per common share attributable to Comcast Corporation shareholders (“diluted EPS”) considers the impact of potentially dilutive securities using the treasury stock method. Our potentially dilutive securities include potential common shares related to our stock options and our restricted share units (“RSUs”). The amount of potential common shares related to our share-based compensation plans that were excluded from diluted EPS because their effect would have been antidilutive was not material for the three and nine months ended September 30, 2016 and 2015.
Note 4: Significant Transactions
DreamWorks
On August 22, 2016, we acquired all of the outstanding stock of DreamWorks Animation SKG, Inc. (“DreamWorks”) for $3.8 billion. DreamWorks’ stockholders received $41 in cash for each share of DreamWorks common stock. DreamWorks creates animated feature films, television series and specials, live entertainment and related consumer products. The results of operations for DreamWorks are reported in our Filmed Entertainment segment following the acquisition date.
The transaction is accounted for under the acquisition method of accounting and, accordingly, the assets and liabilities are to be recorded at their fair market values as of the acquisition date. Due to the limited amount of time since the acquisition date, the assets and liabilities of DreamWorks were recorded based primarily on their historical carrying values. We recorded the debt we assumed from DreamWorks at its estimated fair value of $381 million and we recorded a liability related to a tax receivable agreement that DreamWorks had previously entered into with one of its former stockholders (the “tax receivable agreement”) at its estimated fair value of $146 million. The fair value of the assumed debt was primarily based on quoted market values. The fair value of the tax receivable agreement was based on the contractual settlement provisions in the agreement and the value is subject to adjustment. In addition, we recorded deferred income taxes based on our estimate of the tax basis of the acquired assets and valuation allowances based on the expected use of net operating loss carryforwards. The remaining assets and liabilities primarily consisted of goodwill and film and television costs. We will adjust the remaining assets and liabilities to fair value and will record the related deferred income tax adjustments as valuations are completed and we obtain information necessary to complete the analyses, but no later than one year from the acquisition date. For purposes of the preliminary allocation of purchase price, the excess of the total transaction value over the recorded values of the net assets acquired has been recorded as goodwill.
The tax receivable agreement was settled immediately following the acquisition and the payment was recorded as an operating activity in our condensed consolidated statement of cash flows. In addition, during the three months ended September 30, 2016, we repaid all of the assumed debt of DreamWorks (see Note 8).
Revenue and net income attributable to the acquisition of DreamWorks were not material for the three and nine months ended September 30, 2016. During the three months ended September 30, 2016, we incurred severance costs of $50 million, which were recorded in operating costs and expenses in our Filmed Entertainment segment.
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Universal Studios Japan
On November 13, 2015, NBCUniversal acquired a 51% economic interest in the Universal Studios theme park in Osaka, Japan (“Universal Studios Japan”) for $1.5 billion.
Universal Studios Japan is a VIE based on the governance structure and we consolidate Universal Studios Japan as we have the power to direct activities that most significantly impact its economic performance. There are no liquidity arrangements, guarantees, or other financial commitments between us and Universal Studios Japan, and therefore our maximum risk of financial loss is NBCUniversal’s 51% interest. Universal Studios Japan’s results of operations are reported in our Theme Parks segment following the acquisition date.
Preliminary Allocation of Purchase Price
The acquired assets and liabilities of Universal Studios Japan and the 49% noncontrolling interest were recorded at their estimated fair values. During the nine months ended September 30, 2016, we updated the preliminary allocation of purchase price for Universal Studios Japan based on valuation analyses, which primarily resulted in increases to property and equipment and intangible assets and a decrease in goodwill. The changes did not have a material impact on our consolidated financial statements. We may adjust these amounts further as valuations are finalized and we obtain information necessary to complete the analyses, but no later than one year from the acquisition date.
The table below presents the preliminary allocation of the purchase price to the assets and liabilities of Universal Studios Japan.
Property and equipment
Intangible assets
Working capital
Debt
Other noncurrent assets and liabilities
Identifiable net assets (liabilities) acquired
Noncontrolling interest
Cash consideration transferred
Actual and Unaudited Pro Forma Results
Our consolidated revenue for the three and nine months ended September 30, 2016 included $424 million and $1.1 billion, respectively, from the acquisition of Universal Studios Japan. Our consolidated net income attributable to Comcast Corporation for the three and nine months ended September 30, 2016 included $48 million and $76 million, respectively, from the acquisition of Universal Studios Japan.
The following unaudited pro forma information has been presented as if the acquisition of Universal Studios Japan occurred on January 1, 2014. This information is primarily based on historical results of operations and is subject to change as valuations are finalized. In addition, the unaudited pro forma accounting adjustments are not necessarily indicative of what our results would have been had we operated Universal Studios Japan since January 1, 2014. No pro forma adjustments have been made for our transaction-related expenses.
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Unaudited Pro Forma Results
Note 5: Film and Television Costs
Film Costs:
Released, less amortization
Completed, not released
In production and in development
Television Costs:
Programming rights, less amortization
Less: Current portion of programming rights
Note 6: Investments
Fair Value Method
Equity Method:
Atairos
Hulu
Cost Method:
AirTouch
Total investments
Less: Current investments
Noncurrent investments
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Investment Income (Loss), Net
Gains on sales and exchanges of investments, net
Investment impairment losses
Unrealized gains (losses) on securities underlying prepaid forward sale agreements
Mark to market adjustments on derivative component of prepaid forward sale agreements and indexed debt instruments
Interest and dividend income
Other, net
Equity Method
The Weather Channel
On January 29, 2016, following a legal restructuring at The Weather Channel, we and the other investors sold the entity holding The Weather Channel’s product and technology businesses to IBM. Following the close of the transaction, we continue to hold an investment in The Weather Channel cable network through a new holding company. As a result of the sale of our investment, we recognized a pretax gain for the nine months ended September 30, 2016 of $108 million in other income (expense), net.
During the nine months ended September 30, 2015, The Weather Channel recorded an impairment charge related to goodwill. We recorded an expense of $252 million that represents NBCUniversal’s proportionate share of this impairment charge in equity in net income (losses) of investees, net in our condensed consolidated statement of income.
In 2015, we entered into an agreement to establish Atairos Group, Inc. (“Atairos”), a strategic company focused on investing in and operating companies in a range of industries and business sectors, both domestically and internationally. The agreement became effective as of January 1, 2016. Atairos has a term of up to 12 years and is controlled by management companies led by our former CFO through interests that carry all of the voting rights. We are the only investor other than our former CFO and the other management company employees. We have committed to fund up to $4 billion in the aggregate at any one time in Atairos, subject to certain offsets, and $40 million annually to fund a management fee, subject to certain adjustments, while the management company investors have committed to fund up to $100 million (with at least $40 million to be funded by our former CFO, subject to his continued role with Atairos). Our economic interests do not carry voting rights and obligate us to absorb approximately 99% of any losses and provide us the right to receive approximately 86.5% of any residual returns in Atairos, in either case on a cumulative basis.
We have concluded that Atairos is a VIE, that we do not have the power to direct the activities that most significantly impact the economic performance of Atairos as we have no voting rights and only certain consent rights, and that we are not a related party with our former CFO or the management companies. We therefore do not consolidate Atairos and account for this investment as an equity method investment. There are no other liquidity arrangements, guarantees, or other financial commitments between Comcast and Atairos, and therefore our maximum risk of financial loss is our investment balance and remaining unfunded capital commitment.
For the nine months ended September 30, 2016, we made capital contributions totaling $399 million to Atairos.
In August 2016, Time Warner Inc. acquired a 10% interest in Hulu, LLC (“Hulu”), which diluted our interest in Hulu from 33% to 30%. For a period not to exceed three years, Time Warner may put its shares to Hulu or Hulu
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may call Time Warner’s shares under certain limited circumstances arising from regulatory review. Given the contingent nature of the put and call options, we recorded a deferred gain of $159 million and a corresponding increase to our investment in Hulu as a result of the dilution. The deferred gain will be recognized in other income (expense), net if and when the options expire unexercised.
For the three and nine months ended September 30, 2016, we recognized our proportionate share of losses of $43 million and $108 million, respectively, related to our investment in Hulu. For the three and nine months ended September 30, 2015, we recognized our proportionate share of losses of $19 million and $43 million, respectively, related to our investment in Hulu.
Cost Method
We hold two series of preferred stock of Verizon Americas, Inc., formerly known as AirTouch Communications, Inc. (“AirTouch”), a subsidiary of Verizon Communications Inc., which are redeemable in April 2020. As of September 30, 2016, the estimated fair value of the AirTouch preferred stock and the estimated fair value of the associated liability related to the redeemable subsidiary preferred shares issued by one of our consolidated subsidiaries were each $1.7 billion. The estimated fair values are based on Level 2 inputs that use pricing models whose inputs are derived primarily from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.
Note 7: Goodwill
Acquisitions
Adjustments
Foreign currency translation
Acquisitions during the nine months ended September 30, 2016 included the DreamWorks acquisition in our Filmed Entertainment segment (see Note 4 for additional information). Adjustments to goodwill during the nine months ended September 30, 2016 included the updated preliminary allocation of the purchase price for Universal Studios Japan in our Theme Parks segment and the reclassification of certain operations and businesses from Corporate and Other to our Cable Communications segment.
Note 8: Long-Term Debt
As of September 30, 2016, our debt had a carrying value of $60.4 billion and an estimated fair value of $69.4 billion. The estimated fair value of our publicly traded debt is primarily based on Level 1 inputs that use quoted market values for the debt. The estimated fair value of debt for which there are no quoted market prices is based on Level 2 inputs that use interest rates available to us for debt with similar terms and remaining maturities.
Debt Borrowings and Repayments
In July 2016, we issued $700 million aggregate principal amount of 1.625% senior notes due 2022, $1.4 billion aggregate principal amount of 2.35% senior notes due 2027, $1.0 billion aggregate principal amount of 3.20% senior notes due 2036 and $1.4 billion aggregate principal amount of 3.40% senior notes due 2046. The proceeds from this offering were primarily used to fund our acquisition of DreamWorks. In May 2016, we issued $1.43 billion aggregate principal amount of 4.05% senior notes due 2046. In February and March 2016, we issued $1.1 billion aggregate principal amount of 2.75% senior notes due 2023 and $2.2 billion aggregate principal amount of 3.15% senior notes due 2026.
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Following our acquisition of DreamWorks, we paid $381 million to settle all of the debt we assumed in the DreamWorks acquisition. In June 2016, we repaid at maturity $750 million aggregate principal amount of 4.95% senior notes due 2016. In April 2016, we repaid at maturity $1 billion aggregate principal amount of 2.875% senior notes due 2016 and $700 million aggregate principal amount of NBCUniversal Enterprise Inc.’s (“NBCUniversal Enterprise”) senior notes due 2016.
Revolving Credit Facilities
In May 2016, we entered into a new $7 billion revolving credit facility due 2021 with a syndicate of banks (“Comcast revolving credit facility”) that may be used for general corporate purposes. We may increase the commitment under the Comcast revolving credit facility up to a total of $10 billion, as well as extend the expiration date to a date no later than 2023, subject to approval of the lenders. In addition, NBCUniversal Enterprise entered into a new $1.5 billion revolving credit facility due 2021 with a syndicate of banks (“NBCUniversal Enterprise revolving credit facility”) that may be used for general corporate purposes. We may increase the commitment under the NBCUniversal Enterprise revolving credit facility up to a total of $2 billion, as well as extend the expiration date to a date no later than 2023, subject to approval of the lenders. The new revolving credit facilities replaced Comcast’s $6.25 billion and NBCUniversal Enterprise’s $1.35 billion revolving credit facilities, which were terminated in connection with the execution of the new revolving credit facilities. The interest rates on the new revolving credit facilities consist of a base rate plus a borrowing margin that is determined based on Comcast’s credit rating. As of September 30, 2016, the borrowing margin for borrowings based on the London Interbank Offered Rate was 1.00%. The terms of the new revolving credit facilities’ financial covenants and guarantees are substantially the same as those under the prior revolving credit facilities.
As of September 30, 2016, amounts available under the new consolidated revolving credit facilities, net of amounts outstanding under our commercial paper programs and outstanding letters of credit, totaled $6.6 billion, which included $408 million available under NBCUniversal Enterprise’s revolving credit facility.
Commercial Paper Programs
As of September 30, 2016, Comcast and NBCUniversal Enterprise had $505 million and $1.1 billion, respectively, face amount of commercial paper outstanding.
Note 9: 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.
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Recurring Fair Value Measurements
September 30,
2016
Trading securities
Available-for-sale securities
Interest rate swap agreements
Total
Liabilities
Fair Value of Redeemable Subsidiary Preferred Stock
As of September 30, 2016, the fair value of the NBCUniversal Enterprise redeemable subsidiary preferred stock was $757 million. The estimated fair value is based on Level 2 inputs that use pricing models whose inputs are derived primarily from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.
Note 10: Share-Based Compensation
Our share-based compensation plans primarily consist of awards of RSUs and stock options to certain employees and directors as part of our approach to long-term incentive compensation. Additionally, through our employee stock purchase plans, employees are able to purchase shares of Comcast Class A common stock at a discount through payroll deductions.
In March 2016, we granted 5.9 million RSUs and 20.7 million stock options related to our annual management awards. The weighted-average fair values associated with these grants were $59.50 per RSU and $11.45 per stock option.
Recognized Share-Based Compensation Expense
Restricted share units
Stock options
As of September 30, 2016, we had unrecognized pretax compensation expense of $771 million and $425 million related to nonvested RSUs and nonvested stock options, respectively.
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Note 11: Supplemental Financial Information
Receivables
Receivables, gross
Less: Allowance for returns and customer incentives
Less: Allowance for doubtful accounts
Accumulated Other Comprehensive Income (Loss)
Unrealized gains (losses) on marketable securities
Deferred gains (losses) on cash flow hedges
Unrecognized gains (losses) on employee benefit obligations
Cumulative translation adjustments
Accumulated other comprehensive income (loss), net of deferred taxes
Net Cash Provided by Operating Activities
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Share-based compensation
Noncash interest expense (income), net
Equity in net (income) losses of investees, net
Cash received from investees
Net (gain) loss on investment activity and other
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Current and noncurrent receivables, net
Film and television costs, net
Other operating assets and liabilities
Cash Payments for Interest and Income Taxes
Interest
Income taxes
Noncash Investing and Financing Activities
During the nine months ended September 30, 2016:
we acquired $1.3 billion of property and equipment and intangible assets that were accrued but unpaid
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we recorded a liability of $658 million for a quarterly cash dividend of $0.275 per common share to be paid in October 2016
Note 12: Commitments and Contingencies
Contingencies
We are a defendant in several unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. In certain of these cases other industry participants are also defendants, and also in certain of these cases we expect that any potential liability would be in part or in whole the responsibility of our equipment and technology vendors under applicable contractual indemnification provisions.
We are also subject to other legal proceedings and claims that arise in the ordinary course of our business. While the amount of ultimate liability with respect to such actions is not expected to materially affect our results of operations, cash flows or financial position, any litigation resulting from any such legal proceedings or claims could be time-consuming and injure our reputation.
Note 13: Financial Data by Business Segment
We present our operations in five reportable business segments:
Cable Communications: Consists of the operations of Comcast Cable, which is one of the nation’s largest providers of video, high-speed Internet and voice services to residential customers under the XFINITY brand; we also provide these and other services to business customers and sell advertising.
Cable Networks: Consists primarily of our national cable networks, our regional sports and news networks, our international cable networks and our cable television studio production operations.
Broadcast Television: Consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, the NBC Universo national cable network, and our broadcast television studio production operations.
Filmed Entertainment: Consists primarily of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment worldwide. On August 22, 2016, we acquired all of the outstanding stock of DreamWorks.
Theme Parks: Consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan.
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In evaluating the profitability of our operating segments, the components of net income (loss) below operating income (loss) before depreciation and amortization are not separately evaluated by our management. Our financial data by business segment is presented in the tables below.
Cable Communications(a)(b)
NBCUniversal
Cable Networks(c)
Broadcast Television(c)
Filmed Entertainment
Theme Parks(d)
Headquarters and Other(e)
Eliminations(f)
Corporate and Other(b)
Eliminations(d)(f)
Comcast Consolidated
Cable Networks
Broadcast Television
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For the three and nine months ended September 30, 2016 and 2015, Cable Communications segment revenue was derived from the following sources:
Residential:
Video
High-speed Internet
Voice
Business services
Advertising
Subscription revenue received from customers who purchase bundled services at a discounted rate is allocated proportionally to each service based on the individual service’s price on a stand-alone basis.
For both the three and nine months ended September 30, 2016 and 2015, 2.8% of Cable Communications segment revenue was derived from franchise and other regulatory fees.
Beginning in the first quarter of 2016, certain operations and businesses, including several strategic business initiatives, that were previously presented in Corporate and Other are now presented in our Cable Communications segment to reflect a change in our management reporting presentation. For segment reporting purposes, we have adjusted all periods presented to reflect this change.
The revenue and operating costs and expenses associated with our broadcast of the 2016 Rio Olympics were reported in our Cable Networks and Broadcast Television segments. The revenue and operating costs and expenses associated with our broadcast of the 2015 Super Bowl were reported in our Broadcast Television segment.
Beginning in the fourth quarter of 2015, we changed our method of accounting for a contractual obligation that involves an interest in the revenue of certain theme parks. As a result of the change, amounts payable based on current period revenue are presented in operating costs and expenses. Amounts paid through the third quarter of 2015 were included in other income (expense), net in our consolidated statement of income. For segment reporting purposes, we have adjusted periods prior to the fourth quarter of 2015 to reflect management reporting presentation for this expense on a consistent basis for all periods in the Theme Parks segment and total NBCUniversal, which resulted in a corresponding offsetting adjustment in Eliminations to reconcile to consolidated totals.
NBCUniversal Headquarters and Other activities include costs associated with overhead, personnel costs and headquarter initiatives.
Included in Eliminations are transactions that our segments enter into with one another. The most common types of transactions are the following:
our Cable Networks segment generates revenue by selling programming to our Cable Communications segment, which represents a substantial majority of the revenue elimination amount
our Broadcast Television segment generates revenue from the fees received under retransmission consent agreements with our Cable Communications segment
our Cable Communications segment generates revenue by selling advertising and by selling the use of satellite feeds to our Cable Networks segment
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our Filmed Entertainment and Broadcast Television segments generate revenue by licensing content to our Cable Networks segment
No single customer accounted for a significant amount of revenue in any period.
We use operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses on the sale of assets, if any, as the measure of profit or loss for our operating segments. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of certain of our businesses and from intangible assets recognized in business combinations. Additionally, it is unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. This measure should not be considered a substitute for operating income (loss), net income (loss) attributable to Comcast Corporation, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP.
Note 14: Condensed Consolidating Financial Information
Comcast (“Comcast Parent”), Comcast Cable Communications, LLC (“CCCL Parent”), and NBCUniversal (“NBCUniversal Media Parent”) have fully and unconditionally guaranteed each other’s debt securities, including the Comcast revolving credit facility.
Comcast Parent and CCCL Parent also fully and unconditionally guarantee NBCUniversal Enterprise’s $3.3 billion of senior notes, revolving credit facility and commercial paper program. NBCUniversal Media Parent does not guarantee NBCUniversal Enterprise’s senior notes, revolving credit facility or commercial paper program.
Comcast Parent provides an unconditional subordinated guarantee of the $185 million principal amount currently outstanding of Comcast Holdings’ ZONES due October 2029. Neither CCCL Parent nor NBCUniversal Media Parent guarantee the Comcast Holdings’ ZONES due October 2029. None of Comcast Parent, CCCL Parent nor NBCUniversal Media Parent guarantee the $62 million principal amount currently outstanding of Comcast Holdings’ ZONES due November 2029 or the $3.8 billion of Universal Studios Japan term loans.
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Condensed Consolidating Balance Sheet
September 30, 2016
Comcast
Parent
Holdings
CCCL
Guarantor
Subsidiaries
Elimination
and
Consolidation
Consolidated
Corporation
Investments in and amounts due from subsidiaries eliminated upon consolidation
Property and equipment, net
Other intangible assets, net
Common stock
Other shareholders’ equity
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December 31, 2015
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Condensed Consolidating Statement of Income
For the Three Months Ended September 30, 2016
Revenue:
Service revenue
Management fee revenue
Operating income (loss)
Income (loss) before income taxes
Income tax (expense) benefit
Net income (loss) attributable to Comcast Corporation
Comprehensive income (loss) attributable to Comcast Corporation
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For the Three Months Ended September 30, 2015
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For the Nine Months Ended September 30, 2016
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For the Nine Months Ended September 30, 2015
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Condensed Consolidating Statement of Cash Flows
GuarantorSubsidiaries
Net cash provided by (used in) operating activities
Net transactions with affiliates
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a global media and technology company with two primary businesses, Comcast Cable and NBCUniversal. We present our operations for Comcast Cable in one reportable business segment, referred to as Cable Communications, and our operations for NBCUniversal in four reportable business segments. The Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks segments comprise the NBCUniversal businesses (collectively, the “NBCUniversal segments”).
Cable Communications Segment
Comcast Cable is one of the nation’s largest providers of video, high-speed Internet and voice services (“cable services”) to residential customers under the XFINITY brand, and we also provide these and other services to business customers. As of September 30, 2016, our cable systems had 28.3 million total customer relationships; served 22.4 million video customers, 24.3 million high-speed Internet customers and 11.6 million voice customers; and passed more than 56 million homes and businesses. Our Cable Communications segment generates revenue primarily from residential and business customers subscribing to our cable services, which we market individually and as bundled services, and from the sale of advertising. During the nine months ended September 30, 2016, our Cable Communications segment generated 63% of our consolidated revenue and 76% of our operating income before depreciation and amortization.
NBCUniversal Segments
NBCUniversal is one of the world’s leading media and entertainment companies that develops, produces and distributes entertainment, news and information, sports, and other content for global audiences, and owns and operates theme parks worldwide.
Our Cable Networks segment consists primarily of a diversified portfolio of cable television networks. Our cable networks are comprised of our national cable networks that provide a variety of entertainment, news and information, and sports content, our regional sports and news networks, various international cable networks, our cable television studio production operations, and related digital media properties. Our Cable Networks segment generates revenue primarily from the distribution of our cable network programming to multichannel video providers, from the sale of advertising units on our cable networks and related digital media properties, from the licensing of our owned programming to cable and broadcast networks and subscription video on demand services, and from the sale of our owned programming through digital distributors such as iTunes. Our Cable Networks segment also generates revenue from the production of programming for third-party networks and subscription video on demand services.
Our Broadcast Television segment consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, the NBC Universo national cable network, our broadcast television studio production operations, and related digital media properties. Our Broadcast Television segment generates revenue primarily from the sale of advertising units on our broadcast networks, owned local television stations and related digital media properties, from the licensing of our owned programming to various distribution platforms, including to cable and broadcast networks as well as to subscription video on demand services, from fees received under retransmission consent agreements, and from the sale of our owned programming on standard-definition digital video discs and Blu-ray discs (together, “DVDs”) and in digital formats.
Our Filmed Entertainment segment primarily produces, acquires, markets and distributes filmed entertainment worldwide, and it also develops, produces and licenses live stage plays. Our films are produced primarily under
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the Universal Pictures, Illumination and Focus Features names. In August 2016, we acquired DreamWorks Animation SKG, Inc. (“DreamWorks”) for $3.8 billion and assumed $381 million of its debt. DreamWorks creates animated feature films, television series and specials, live entertainment and related consumer products. Our Filmed Entertainment segment generates revenue primarily from the worldwide theatrical release of owned and acquired films for exhibition in movie theaters, from the licensing of owned and acquired films through various distribution platforms, and from the sale of owned and acquired films on DVDs and in digital formats. Our Filmed Entertainment segment also generates revenue from producing and licensing live stage plays, from distributing filmed entertainment produced by third parties, and from Fandango, our movie ticketing and entertainment business.
Theme Parks
Our Theme Parks segment consists primarily of our Universal theme parks in Orlando, Florida and Hollywood, California. In November 2015, NBCUniversal acquired a 51% interest in the Universal Studios theme park in Osaka, Japan (“Universal Studios Japan”). In addition, along with a consortium of Chinese state-owned companies, we are developing a theme park in China. Our Theme Parks segment generates revenue primarily from ticket sales and guest spending at our theme parks, as well as from fees for the licensing of intellectual property and other services.
We currently anticipate launching a Comcast-branded wireless phone service in 2017 using our virtual network operator rights to offer the service over Verizon’s wireless network, although we are still evaluating the parameters of the anticipated offering. A wireless phone service will have success-based working capital requirements, primarily associated with handset procurement, as we launch the new service.
Competition
The results of operations of our reportable business segments are affected by competition, as all of our businesses operate in intensely competitive, consumer-driven and rapidly changing environments and compete with a growing number of companies that provide a broad range of communications products and services, and entertainment, news and information content to consumers.
For additional information on the competition our businesses face, see Item 1A: Risk Factors included in our 2015 Annual Report on Form 10-K and refer to the risk factors within that section entitled “Our businesses currently face a wide range of competition, and our businesses and results of operations could be adversely affected if we do not compete effectively” and “Changes in consumer behavior driven by alternative methods for viewing content may adversely affect our businesses and challenge existing business models.”
Seasonality and Cyclicality
Each of our businesses is subject to seasonal and cyclical variations. In our Cable Communications segment, our results are impacted by the seasonal nature of customers receiving our cable services in college and vacation markets. This generally results in a reduction in net customer additions in the second quarter and an increase in net customer additions in the third and fourth quarters of each year.
Revenue in our Cable Communications, Cable Networks and Broadcast Television segments is subject to cyclical advertising patterns and changes in viewership levels. Advertising revenue in the U.S. is generally higher in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and in the period leading up to and including the holiday season. Advertising revenue in the U.S. is also cyclical, with a benefit in even-numbered years due to advertising related to candidates running for political office and issue-oriented advertising. Revenue in our Cable Networks and Broadcast Television segments fluctuates depending on the timing of when our programming is aired on television, which typically results in higher advertising revenue in the second and fourth quarters of each year. Our revenue and operating costs and expenses, excluding depreciation and amortization (“operating costs and expenses”) are cyclical as a result of our periodic broadcasts of major sporting events such as the Olympic Games, which affects our Cable Networks and Broadcast Television segments, and the Super Bowl, which affects our Broadcast Television segment. Our advertising revenue generally
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increases in the period of these broadcasts due to increased demand for advertising time, and our operating costs and expenses also increase as a result of our production costs and the amortization of the related rights fees.
Revenue in our Filmed Entertainment segment fluctuates due to the timing of the release of films in movie theaters, on DVD and through digital distribution services. Release dates are determined by several factors, including competition and the timing of vacation and holiday periods. As a result, revenue tends to be seasonal, with increases experienced each year during the summer months and around the holiday season. Revenue in our Cable Networks, Broadcast Television and Filmed Entertainment segments also fluctuates due to the timing of when our content is made available to licensees.
Revenue in our Theme Parks segment fluctuates with changes in theme park attendance that result from the seasonal nature of vacation travel and weather variations, local entertainment offerings and the opening of new attractions. Our theme parks generally experience peak attendance during the spring holiday period, the summer months when schools are closed and the holiday season.
Consolidated Operating Results
Other income (expense) items, net
All percentages are calculated based on actual amounts. Minor differences may exist due to rounding.
Consolidated Revenue
Our Cable Communications, Cable Networks, Broadcast Television and Theme Parks segments accounted for the increases in consolidated revenue for the three and nine months ended September 30, 2016. The increases in our Theme Parks segment for both the three and nine months ended September 30, 2016 were associated with the acquisition of a 51% interest in Universal Studios Japan in November 2015. The increases in consolidated revenue for the three and nine months ended September 30, 2016 were partially offset by decreases in revenue in our Filmed Entertainment segment. Consolidated revenue for the three and nine months ended September 30, 2016 included $1.6 billion of revenue associated with our broadcast of the 2016 Rio Olympics in August 2016, of which $1.2 billion was advertising revenue. Consolidated revenue for the nine months ended September 30, 2015 included $376 million of revenue associated with our broadcast of the 2015 Super Bowl in February 2015. Excluding the impact of these events, consolidated revenue increased 5.5% and 5.2% for the three and nine months ended September 30, 2016, respectively.
Revenue for our segments is discussed separately below under the heading “Segment Operating Results.” Revenue for our other businesses is discussed separately below under the heading “Corporate and Other Results of Operations.”
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Consolidated Costs and Expenses
Our Cable Communications, Cable Networks, Broadcast Television and Theme Parks segments accounted for the increases in consolidated operating costs and expenses for the three and nine months ended September 30, 2016. The increases in operating costs and expenses in our Theme Parks segment for the three and nine months ended September 30, 2016 were associated with the acquisition of a 51% interest in Universal Studios Japan in November 2015. The increases in consolidated operating costs and expenses for the three and nine months ended September 30, 2016 were partially offset by lower operating costs and expenses in our Filmed Entertainment segment. For the nine months ended September 30, 2015, our consolidated operating costs and expenses included transaction-related costs associated with the Time Warner Cable merger and related divestiture transactions of $178 million.
Operating costs and expenses for our segments are discussed separately below under the heading “Segment Operating Results.” Operating costs and expenses for our corporate and other businesses are discussed separately below under the heading “Corporate and Other Results of Operations.”
Consolidated Depreciation and Amortization Expenses
Cable Communications
Corporate and Other
Consolidated depreciation and amortization expenses increased for the three and nine months ended September 30, 2016 primarily due to increases in capital expenditures, as well as expenditures for software, in our Cable Communications segment in recent years, and the acquisition of a 51% interest in Universal Studios Japan in NBCUniversal’s Theme Parks segment. We continue to invest in customer premise equipment, primarily for our X1 platform, wireless gateways and cloud DVR technology, and in equipment to increase our network capacity. In addition, because these assets generally have shorter estimated useful lives, our depreciation expenses increased for the three and nine months ended September 30, 2016.
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 depreciation and amortization expense that results from the capital-intensive nature of certain of our businesses and from intangible assets recognized in business combinations. Additionally, it is unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. Because we use operating income (loss) before depreciation and amortization to measure our segment profit or loss, we reconcile it to operating income, the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), in the business segment footnote to our condensed consolidated financial statements (see Note 13 to Comcast’s condensed consolidated financial statements and Note 11 to NBCUniversal’s condensed consolidated financial statements). This measure should not be considered a substitute for operating income (loss), net income (loss) attributable to Comcast Corporation or NBCUniversal, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP.
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We have adjusted prior period segment operating results to reflect certain changes in our management reporting presentation. See Note 13 to Comcast’s condensed consolidated financial statements and Note 11 to NBCUniversal’s condensed consolidated financial statements for additional information on these changes.
Cable Communications Segment Results of Operations
Total revenue
Operating costs and expenses
Programming
Technical and product support
Customer service
Franchise and other regulatory fees
Total operating costs and expenses
Operating income before depreciation and amortization
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Customer Metrics
Total customer relationships
Single product customers
Double product customers
Triple product customers
Video customers
High-speed Internet customers
Voice customers
Customer metrics include residential and business customers and are presented based on actual amounts. Minor differences may exist due to rounding. Customer relationships represent the number of residential and business customers that subscribe to at least one of our cable services. Single product, double product and triple product customers represent customers that subscribe to one, two or three of our cable services, respectively.
Average monthly total revenue per customer relationship for the three and nine months ended September 30, 2016 was $148.47 and $147.63, respectively. Average monthly total revenue per customer relationship for the three and nine months ended September 30, 2015 was $143.26 and $142.55, respectively.
Our Cable Communications segment operating margin is operating income before depreciation and amortization as a percentage of revenue. The most significant operating costs and expenses for our Cable Communications segment are the programming expenses we incur to provide content to our video customers. We expect that our programming expenses will continue to increase, which may negatively impact our operating margin. We will attempt to mitigate increases in operating costs and expenses by growing revenue, particularly in our high-speed Internet, video and business services businesses.
Cable Communications Segment—Revenue
Video revenue increased 4.5% and 3.7% for the three and nine months ended September 30, 2016, respectively, compared to the same periods in 2015. The primary contributors to revenue growth were rate adjustments and, to a lesser extent, increases in the number of residential customers subscribing to additional services such as premium channels and advanced services. These contributors accounted for increases in revenue of 4.3% and 3.8% for the three and nine months ended September 30, 2016, respectively. The increase for the nine months ended September 30, 2016 was partially offset by additional revenue in the prior year period associated with a boxing event available on pay-per-view. All of the increase in net additional video customers was attributable to reduced customer churn, which we believe is a result of our continued deployment of our X1 platform as well as improvements we have made more broadly in enhancing the customer experience. We have in the past, and may in the future, experience declines in the number of residential video customers due to competitive pressures and the impact of rate adjustments.
High-Speed Internet
High-speed Internet revenue increased 8.8% and 8.4% for the three and nine months ended September 30, 2016, respectively, compared to the same periods in 2015. Increases in the number of residential customers receiving our high-speed Internet service accounted for increases in revenue of 6.1% and 6.0% for the three and nine months ended September 30, 2016, respectively. The remaining increases in revenue for the three and nine months ended September 30, 2016 were primarily due to increases in the number of customers receiving higher levels of service and rate adjustments. Our customer base continues to grow as consumers continue to choose our high-speed Internet service and seek higher-speed offerings.
Voice revenue decreased 2.4% and 1.5% for the three and nine months ended September 30, 2016, respectively, compared to the same periods in 2015. While the number of residential customers receiving voice services through our discounted bundled service offerings increased for the three and nine months ended September 30, 2016, revenue was negatively impacted by the allocation of voice revenue for our customers who receive bundled
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services compared to the same periods in 2015. The amount allocated to voice revenue in the rate charged for bundled services decreased for the three and nine months ended September 30, 2016 because video and high-speed Internet rates increased while voice rates remained relatively flat.
Business Services
Business services revenue increased 15.5% and 16.6% for the three and nine months ended September 30, 2016, respectively, compared to the same periods in 2015. The increases were primarily due to increases in the number of small business customers, as well as continued growth in our medium-sized business services, including Ethernet network and advanced voice services. We believe the increases in the number of business customers are primarily the result of our efforts to gain market share from competitors by offering competitive services and pricing.
Advertising revenue increased 7.7% and 7.6% for the three and nine months ended September 30, 2016, respectively, compared to the same periods in 2015 primarily due to increases in political advertising revenue. Excluding political advertising revenue, advertising revenue decreased slightly for the three months ended September 30, 2016 and increased slightly for the nine months ended September 30, 2016 compared to the same periods in 2015.
For both the three and nine months ended September 30, 2016, 5% of our Cable Communications segment advertising revenue was generated from our NBCUniversal segments. For the three and nine months ended September 30, 2015, 8% and 6%, respectively, of our Cable Communications segment advertising revenue was generated from our NBCUniversal segments. These amounts are eliminated in our condensed consolidated financial statements but are included in the amounts presented above.
Other revenue increased 13.0% and 13.8% for the three and nine months ended September 30, 2016, respectively, compared to the same periods in 2015 primarily due to increases in cable franchise and other regulatory fees and increases in revenue from our home security and automation services.
Cable Communications Segment—Operating Costs and Expenses
Programming expenses increased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 primarily due to increases in programming license fees, including contract renewals, retransmission consent fees, sports programming costs and fees to secure rights for additional programming for our customers across an increasing number of platforms. The increase in programming expenses for the nine months ended September 30, 2016 was partially offset by fees in the prior year period associated with a boxing event available on pay-per-view.
Technical and product support expenses increased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 primarily due to expenses related to the development, delivery and support of our enhanced devices and services, including our X1 platform, cloud DVR technology and wireless gateways, and continued growth in business services and home security and automation services. The increases were also due to expenses related to investments to improve the customer experience.
Customer service expenses increased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 primarily due to increased support for improving the customer experience and increases in total labor costs, which reflect sales and support activities associated with the continued deployment of our enhanced devices and services, including our X1 platform, wireless gateways, and home security and automation services, and continued growth in business services.
Franchise and other regulatory fees increased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 primarily due to increases in the revenue to which the fees apply.
Advertising, marketing and promotion expenses increased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 primarily due to increases in spending associated with attracting new residential and business services customers and encouraging existing customers to add additional or higher-tier services.
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Other costs and expenses increased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 primarily due to increases in costs to support our advertising sales business, as well as increases in other administrative costs.
NBCUniversal Segments Actual and Pro Forma Results of Operations
Headquarters, other and eliminations
Operating Income Before Depreciation and Amortization
Total operating income before depreciation and amortization
Percentage changes that are considered not meaningful are denoted with NM.
Pro forma adjustments are presented as if the acquisition of the 51% interest of Universal Studios Japan occurred on January 1, 2014. Pro forma information does not include adjustments for transaction-related costs, costs related to integration activities, or cost savings or synergies that have been or may be achieved by the combined businesses. The pro forma amounts are primarily based on historical results of operations and are subject to change as valuations are finalized. Pro forma amounts are not necessarily indicative of what our results would have been had we operated Universal Studios Japan since January 1, 2014, nor of our future results.
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Cable Networks Segment Results of Operations
Distribution
Content licensing and other
Nine Months EndedSeptember 30
Cable Networks Segment—Revenue
Cable Networks revenue increased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 due to increases in distribution revenue, advertising revenue and content licensing and other revenue. The increases in distribution revenue were primarily due to our broadcast of the 2016 Rio Olympics in August 2016, as well as increases in the contractual rates charged under distribution agreements and contract renewals, which were partially offset by declines in the number of subscribers at our cable networks. The increases in advertising revenue were primarily due to our broadcast of the 2016 Rio Olympics. In addition, while we continued to experience declines in audience ratings at our networks that negatively affected advertising revenue, the impact of audience ratings was partially offset by higher prices for advertising units sold. The increases in content licensing and other revenue were primarily due to the timing of content provided under our licensing agreements. Excluding $432 million of revenue associated with our broadcast of the 2016 Rio Olympics, Cable Networks segment revenue increased 4.1% and 4.3% for the three and nine months ended September 30, 2016, respectively.
For both the three and nine months ended September 30, 2016, 14% of our Cable Networks segment revenue was generated from our Cable Communications segment. For both the three and nine months ended September 30, 2015, 13% of our Cable Networks segment revenue was generated from our Cable Communications segment. These amounts are eliminated in our condensed consolidated financial statements but are included in the amounts presented above.
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Cable Networks Segment—Operating Costs and Expenses
Operating costs and expenses increased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 primarily due to increases in programming and production costs associated with the 2016 Rio Olympics, as well as increases in sports programming rights costs.
Broadcast Television Segment Results of Operations
Content licensing
Distribution and other
Broadcast Television Segment—Revenue
Broadcast Television revenue increased for the three months ended September 30, 2016 compared to the same period in 2015 due to increases in advertising revenue and distribution and other revenue, which were partially offset by a decrease in content licensing revenue. Broadcast Television revenue increased for the nine months ended September 30, 2016 compared to the same period in 2015 due to increases in advertising revenue, distribution and other revenue, and content licensing revenue. The increases in advertising revenue were primarily due to our broadcast of the 2016 Rio Olympics. Advertising revenue also increased due to higher prices for advertising units sold, which was partially offset by declines in audience ratings. The increase in advertising revenue for the nine months ended September 30, 2016 was partially offset by additional advertising revenue in the prior year period associated with our broadcast of the 2015 Super Bowl. The increases in distribution and other revenue for the three and nine months ended September 30, 2016 were primarily due to our broadcast of the 2016 Rio Olympics, as well as increases in fees recognized under our retransmission consent agreements. The decrease in content licensing revenue for the three months ended September 30, 2016 was primarily due to the timing of content provided under our licensing agreements. Excluding $1.2 billion of revenue associated with our broadcast of the 2016 Rio Olympics, revenue decreased 3.6% for the three months ended September 30, 2016. Excluding the revenue associated with our broadcast of the 2016 Rio Olympics in the current year period and $376 million of revenue associated with our broadcast of the 2015 Super Bowl in the prior year period, revenue increased 8.0% for the nine months ended September 30, 2016.
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Broadcast Television Segment—Operating Costs and Expenses
Operating costs and expenses increased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 primarily due to increases in programming and production costs associated with our broadcast of the 2016 Rio Olympics. The increase for the nine months ended September 30, 2016 was partially offset by programming and production costs in the prior year period associated with our broadcast of the 2015 Super Bowl.
Filmed Entertainment Segment Results of Operations
Theatrical
Home entertainment
Filmed Entertainment Segment—Revenue
Filmed Entertainment revenue decreased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 due to decreases in theatrical revenue and home entertainment revenue, which were partially offset by increases in content licensing revenue and other revenue. Total revenue included amounts attributable to DreamWorks for the period from August 22, 2016 through September 30, 2016. The decrease in theatrical revenue for the three months ended September 30, 2016 was primarily due to the strong performances of Jurassic World and Minions in the prior year period, which were partially offset by the strong performance of The Secret Life of Pets in the current year period. The decrease in theatrical revenue for the nine months ended September 30, 2016 was due to the strong performance in the prior year period of our larger film slate, which included Furious 7, Jurassic World andMinions. The decreases in home entertainment revenue were primarily due
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to the strong performance of several releases in the prior year period, including Furious 7 and Pitch Perfect 2. The increases in content licensing revenue were primarily due to the timing of when content related to our 2015 film slate was made available under licensing agreements. The increases in other revenue were primarily due to increases in revenue from Fandango.
Filmed Entertainment Segment—Operating Costs and Expenses
Operating costs and expenses decreased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 primarily due to decreases in programming and production costs and advertising, marketing and promotion expenses, which were partially offset by increases in other operating and administrative expenses. Total operating costs and expenses included amounts attributable to DreamWorks for the period from August 22, 2016 through September 30, 2016, including $50 million related to severance costs. The decreases in programming and production costs were primarily due to lower amortization of film production costs in the current year periods due to our larger film slate in 2015, which included Furious 7, Jurassic World and Minions. The decreases in advertising, marketing and promotion expenses were primarily due to higher promotional costs associated with our larger film slate in the prior year periods.
Theme Parks Segment Actual and Pro Forma Results of Operations
Pro Forma
Combined
Theme Parks Segment—Revenue
Theme Parks revenue increased for the three and nine months ended September 30, 2016 compared to the pro forma combined revenue in the same periods in 2015 primarily due to increases in guest spending and higher guest attendance driven by the successful opening of The Wizarding World of Harry Potter™ attraction in Hollywood in April 2016, as well as the positive impact of foreign currency translation due to the strengthening of the Japanese yen. The strengthening of the Japanese yen accounted for approximately one-third of the increases in revenue for the three and nine months ended September 30, 2016.
Theme Parks Segment—Operating Costs and Expenses
Operating costs and expenses increased for the three and nine months ended September 30, 2016 compared to the pro forma combined operating costs and expenses in the same periods in 2015 primarily due to additional costs associated with newer attractions, such as The Wizarding World of Harry Potter™ attraction in Hollywood and Skull Island: Reign of Kong™ attraction in Orlando, as well as the impact of foreign currency translation due to the strengthening of the Japanese yen.
The strengthening of the Japanese yen accounted for approximately one-third of the increases in operating income before depreciation and amortization for the three and nine months ended September 30, 2016.
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Corporate and Other Results of Operations
Operating loss before depreciation and amortization
Corporate and Other—Revenue
Other revenue primarily relates to Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania and operates arena management-related businesses.
Other revenue increased for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to increases in revenue from several of our Comcast Spectacor businesses.
Corporate and Other—Operating Costs and Expenses
Corporate and Other operating costs and expenses primarily includes overhead, personnel costs, the costs of corporate initiatives and branding, and operating costs and expenses associated with Comcast Spectacor.
Corporate and Other operating costs and expenses increased for the three and nine months ended September 30, 2016 due to an increase in expenses related to corporate activities and initiatives. Corporate and Other operating costs and expenses for the nine months ended September 30, 2015 included $178 million of transaction-related costs associated with the Time Warner Cable merger and related divestiture transactions.
Consolidated Other Income (Expense) Items, Net
Interest Expense
Interest expense increased for the three and nine months ended September 30, 2016 compared to the same periods in 2015 primarily due to increases in our debt outstanding, including the Universal Studios Japan term loans. Interest expense for the nine months ended September 30, 2015 included $47 million of additional interest expense associated with the early redemption in June 2015 of our $750 million aggregate principal amount of 5.85% senior notes due November 2015 and our $1.0 billion aggregate principal amount of 5.90% senior notes due March 2016.
The components of investment income (loss), net for the three and nine months ended September 30, 2016 and 2015 are presented in a table in Note 6 to Comcast’s condensed consolidated financial statements.
Equity in Net Income (Losses) of Investees, Net
The change in equity in net income (losses) of investees, net for the three months ended September 30, 2016 compared to the same period in 2015 was primarily due to an increase in our proportionate share of losses at
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Hulu, LLC (“Hulu”), which was driven by Hulu’s higher programming and marketing costs. The change in equity in net income (losses) of investees, net for the nine months ended September 30, 2016 compared to the same period in 2015 was primarily due to an impairment charge related to goodwill recorded by The Weather Channel in the prior year period. We recorded an expense of $252 million in the prior year period representing NBCUniversal’s proportionate share of this impairment charge, which was partially offset by an increase in our proportionate share of net losses of Hulu and Atairos Group, Inc. in the current year period.
Other Income (Expense), Net
Other income (expense), net for the three months ended September 30, 2015 included a gain of $43 million related to an equity method investment, which was more than offset by $100 million of expenses related to fair value adjustments to contractual obligations.
Other income (expense), net for the nine months ended September 30, 2016 included a gain of $108 million related to the sale of our investment in The Weather Channel’s product and technology businesses. Other income (expense), net for the nine months ended September 30, 2015 included gains of $335 million on the sales of a business and an investment, $240 million on the settlement of a contingent consideration liability with General Electric Company related to the acquisition of NBCUniversal and $43 million related to an equity method investment, which were partially offset by $236 million of expenses related to fair value adjustments to contractual obligations.
Consolidated Income Tax Expense
Income tax expense for the three and nine months ended September 30, 2016 and 2015 reflects an effective income tax rate that differs from the federal statutory rate primarily due to state income taxes and adjustments associated with uncertain tax positions. We expect our 2016 annual effective tax rate to be in the range of 37% to 39%, absent changes in tax laws or significant changes in uncertain tax positions.
Liquidity and Capital Resources
Our businesses generate significant cash flows from operating activities. We believe that we will be able to continue to meet our current and long-term liquidity and capital requirements, including fixed charges, through our cash flows from operating activities; existing cash, cash equivalents and investments; available borrowings under our existing credit facilities; and our ability to obtain future external financing. We anticipate that we will continue to use a substantial portion of our cash flows in repaying our debt obligations, funding our capital expenditures, investing in business opportunities and returning capital to shareholders.
Operating Activities
Components of Net Cash Provided by Operating Activities
Noncash share-based compensation
Changes in operating assets and liabilities
Cash basis operating income
Payments of interest
Payments of income taxes
Excess tax benefits under share-based compensation
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The variance in changes in operating assets and liabilities for the nine months ended September 30, 2016 compared to the same period in 2015 was primarily due to the timing of collections on our receivables and recognition of deferred revenue associated with the broadcast of the 2016 Rio Olympics in August 2016; the timing of film and television production spending and related costs, net of amortization, including certain sports programming obligations; an increase in certain benefit payments; and the payment of a tax receivable agreement that DreamWorks previously entered into with one of its former stockholders in the current year period.
Net cash used in investing activities for the nine months ended September 30, 2016 consisted primarily of cash paid for capital expenditures, acquisitions, deposits, intangible assets and purchases of investments. Capital expenditures increased for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to increased spending in our Cable Communications segment associated with continued investment in scalable infrastructure to increase network capacity, increased investment in line extensions, and continued spending on customer premise equipment related to the deployment of our X1 platform and wireless gateways. Capital expenditures in our NBCUniversal segments also increased primarily due to continued investment in our Universal theme parks, including Universal Studios Japan. Acquisitions, net of cash acquired, increased for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to the acquisition of DreamWorks in August 2016. Purchases of investments decreased for the nine months ended September 30, 2016 compared to the same period in 2015. Purchases of investments included capital contributions of $399 million to Atairos Group, Inc. in the current year period and NBCUniversal’s additional investment in Vox Media, Inc. and acquisition of an interest in BuzzFeed, Inc. for $200 million each in the prior year period.
Net cash provided by financing activities for the nine months ended September 30, 2016 consisted primarily of proceeds from borrowings, which were partially offset by repurchases of our common stock, repayments of debt and dividend payments.
We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repurchases of our outstanding public notes and debentures, depending on various factors, such as market conditions. See Note 8 to Comcast’s condensed consolidated financial statements for additional information on our financing activities, including details of our debt repayments and borrowings.
Available Borrowings Under Credit Facilities
We also maintain significant availability under our lines of credit and commercial paper programs to meet our short-term liquidity requirements.
See Note 8 to Comcast’s condensed consolidated financial statements for additional information on the new Comcast and NBCUniversal Enterprise revolving credit facilities.
As of September 30, 2016, amounts available under the new consolidated revolving credit facilities, net of amounts outstanding under our commercial paper programs and outstanding letters of credit, totaled $6.6 billion, which included $408 million available under the NBCUniversal Enterprise revolving credit facility.
Share Repurchases and Dividends
Effective January 1, 2016, our Board of Directors increased our share repurchase program authorization to $10 billion, which does not have an expiration date. Under the authorization, we may repurchase shares in the open market or in private transactions. During the nine months ended September 30, 2016, we repurchased a total of 61 million shares of our Class A common stock for approximately $3.8 billion. We expect to make $1.2 billion more in repurchases during the remainder of 2016, subject to market conditions.
In January 2016, our Board of Directors approved a 10.0% increase in our dividend to $1.10 per share on an annualized basis. In each of February, May and July 2016, our Board of Directors approved a quarterly dividend of $0.275 per share as part of our planned annual dividend. We expect to continue to pay quarterly dividends, although each dividend is subject to approval by our Board of Directors.
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Quarterly Dividends Declared
Three months ended March 31, 2016
Three months ended June 30, 2016
Three months ended September 30, 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 assets and contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe our judgments and related estimates associated with the valuation and impairment testing of our cable franchise rights and accounting for film and television costs are critical in the preparation of our condensed consolidated financial statements. We performed our annual impairment testing of our cable franchise rights as of July 1, 2016 and no impairment charge was required.
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 2015 Annual Report on Form 10-K.
Recent Accounting Pronouncements
See Note 2 to each of Comcast’s and NBCUniversal’s condensed consolidated financial statements for additional information related to recent accounting pronouncements.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have evaluated the information required under this item that was disclosed in our 2015 Annual Report on Form 10-K and there have been no significant changes to this information.
ITEM 4: CONTROLS AND PROCEDURES
Conclusions regarding disclosure controls and procedures
Our principal executive and principal financial officers, after evaluating the effectiveness of Comcast’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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, Comcast’s disclosure controls and procedures were effective.
Changes in internal control over financial reporting
There were no changes in Comcast’s 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 Comcast’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Comcast’s internal control over financial reporting.
Our principal executive and principal financial officers, after evaluating the effectiveness of NBCUniversal’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the
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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, NBCUniversal’s disclosure controls and procedures were effective.
There were no changes in NBCUniversal’s 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 NBCUniversal’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, NBCUniversal’s internal control over financial reporting.
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Refer to Note 12 to Comcast’s condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of legal proceedings.
NBCUniversal is subject to legal proceedings and claims that arise in the ordinary course of its business and does not expect the final disposition of these matters to have a material adverse effect on its results of operations, cash flows or financial condition, although any such matters could be time-consuming and costly and could injure its reputation.
ITEM 1A: RISK FACTORS
There have been no significant changes from the risk factors previously disclosed in Item 1A of our 2015 Annual Report on Form 10-K.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The table below summarizes Comcast’s common stock repurchases under its Board-authorized share repurchase program during the three months ended September 30, 2016.
Purchases of Equity Securities
Total DollarAmountPurchased
Under theAuthorization
July 1-31, 2016
August 1-31, 2016
September 1-30, 2016
Effective January 1, 2016, our Board of Directors increased our share repurchase authorization to $10 billion, which does not have an expiration date. Under this authorization, we may repurchase shares in the open market or in private transactions. We expect to make $1.2 billion more in repurchases during the remainder of 2016, subject to market conditions.
The total number of shares purchased during the three months ended September 30, 2016 includes 113 shares received in the administration of employee share-based compensation plans.
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ITEM 5: OTHER INFORMATION
Iran Threat Reduction and Syria Human Rights Act Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, companies are required, among other things, to disclose certain activities, transactions or dealings with the Government of Iran or entities controlled directly or indirectly by the Government of Iran. Disclosure is generally required even where the activities, transactions or dealings are conducted in compliance with applicable laws and regulations and arede minimis. As of the date of this report, we are not aware of any activity, transaction or dealing during the three months ended September 30, 2016 that requires disclosure under the Act, except with respect to a January 2016 licensing agreement by a non-U.S. subsidiary of DreamWorks prior to our August 2016 DreamWorks acquisition. The agreement licensed a prior season of a children’s animated television series for a three-year, non-cancelable term and for a one-time fee of $5,200 to a broadcasting company that is owned and controlled by the Government of Iran. The broadcasting company paid the license fee in the first quarter of 2016. We believe that DreamWorks conducted its licensing activity in compliance with applicable laws and that the license is for the permissible exportation of informational materials pursuant to certain statutory and regulatory exemptions from U.S. sanctions.
ITEM 6: EXHIBITS
10.1*
Amendment No. 3 to Employment Agreement with Stephen B. Burke, dated as of July 25, 2016 (incorporated by reference to exhibit 99.1 to Comcast’s Current Report on Form 8-K filed on July 28, 2016).
31.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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The following financial statements from Comcast Corporation’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2016, filed with the Securities and Exchange Commission on October 26, 2016, 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.
31.2
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
The following financial statements from NBCUniversal Media, LLC’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2016, filed with the Securities and Exchange Commission on October 26, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheet; (ii) the Condensed Consolidated Statement of Income; (iii) the Condensed Consolidated Statement of Comprehensive Income; (iv) the Condensed Consolidated Statement of Cash Flows; (v) the Condensed Consolidated Statement of Changes in Equity; and (vi) the Notes to Condensed Consolidated Financial Statements.
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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.
COMCAST CORPORATION
By:
/s/ LAWRENCE J. SALVA
Lawrence J. Salva
Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Date: October 26, 2016
NBCUNIVERSAL MEDIA, LLC
Executive Vice President
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NBCUniversal Media, LLC Financial Statements
Notes to Condensed Consolidated Financial Statements
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Property and equipment, net of accumulated depreciation of $3,253 and $2,779
Intangible assets, net of accumulated amortization of $6,355 and $5,654
Program obligations
Note payable to Comcast
Accrued participations, residuals and program obligations
Commitments and contingencies
Redeemable noncontrolling interests
Member’s capital
Total NBCUniversal member’s equity
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Net (income) loss attributable to noncontrolling interests
Net income attributable to NBCUniversal
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Deferred gains (losses) on cash flow hedges, net
Employee benefit obligations, net
Currency translation adjustments, net
Comprehensive income attributable to NBCUniversal
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Acquisitions of real estate properties
Note receivable from Comcast
Proceeds from (repayments of) borrowings from Comcast, net
Distributions to noncontrolling interests
Distributions to member
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Contribution from member
DreamWorks contributions
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Unless indicated otherwise, throughout these notes to the condensed consolidated financial statements, we refer to NBCUniversal and its consolidated subsidiaries as “we,” “us” and “our.” We have prepared these unaudited condensed consolidated financial statements based on 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.
In February 2016, the FASB updated the accounting guidance related to leases. The updated accounting guidance requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For a lessee, the recognition, measurement and presentation of expenses and cash flows arising from a lease do not significantly change from previous guidance. For a lessor, the accounting applied
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is also largely unchanged from previous guidance. The updated guidance is effective for us as of January 1, 2019 and early adoption is permitted. The updated accounting guidance must be adopted using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements.
We will implement the updated guidance in the first quarter of 2017. As a limited liability company, we do not expect the updated accounting guidance related to the excess income tax benefits or deficiencies to be recognized in the statement of income to have an impact on our consolidated financial statements. In addition, we do not expect the updated accounting guidance to have a material impact on our statement of cash flows.
Note 3: Significant Transactions
On August 22, 2016, Comcast acquired all of the outstanding stock of DreamWorks Animation SKG, Inc. (“DreamWorks”) for $3.8 billion. DreamWorks’ stockholders received $41 in cash for each share of DreamWorks common stock. DreamWorks creates animated feature films, television series and specials, live entertainment and related consumer products.
Following the acquisition, Comcast converted DreamWorks to a limited liability company and contributed its equity, as well as cash to settle a tax receivable agreement that DreamWorks had previously entered into with one of its former stockholders (the “tax receivable agreement”), to us as capital contributions. The net assets contributed to us excluded deferred income taxes and other tax-related items recorded by Comcast. The results of operations for DreamWorks are reported in our Filmed Entertainment segment following the acquisition date and are presented as if the equity contribution occurred on the date of Comcast’s acquisition.
The transaction is accounted for under the acquisition method of accounting and, accordingly, the assets and liabilities are to be recorded at their fair market values as of the acquisition date. Due to the limited amount of time since the acquisition date, the assets and liabilities of DreamWorks were recorded based primarily on their historical carrying values. We recorded the debt we assumed from DreamWorks at its estimated fair value of $381 million and we recorded a liability for the tax receivable agreement at its estimated fair value of $146 million. The fair value of the assumed debt was primarily based on quoted market values. The fair value of the tax receivable agreement was based on the contractual settlement provisions in the agreement and the value is subject to adjustment. The remaining assets and liabilities primarily consisted of goodwill and film and television costs. We will adjust the remaining assets and liabilities to fair value as valuations are completed and we obtain information necessary to complete the analyses, but no later than one year from the acquisition date. For purposes of the preliminary allocation of purchase price, the excess of the total transaction value over the recorded values of the net assets acquired has been recorded as goodwill.
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On November 13, 2015, we acquired a 51% economic interest in the Universal Studios theme park in Osaka, Japan (“Universal Studios Japan”) for $1.5 billion.
Universal Studios Japan is a VIE based on the governance structure and we consolidate Universal Studios Japan as we have the power to direct activities that most significantly impact its economic performance. There are no liquidity arrangements, guarantees, or other financial commitments between us and Universal Studios Japan, and therefore our maximum risk of financial loss is our 51% interest. Universal Studios Japan’s results of operations are reported in our Theme Parks segment following the acquisition date.
Our consolidated revenue for the three and nine months ended September 30, 2016 included $424 million and $1.1 billion, respectively, from the acquisition of Universal Studios Japan. Our consolidated net income attributable to NBCUniversal for the three and nine months ended September 30, 2016 included $48 million and $76 million, respectively, from the acquisition of Universal Studios Japan.
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Note 4: Related Party Transactions
In the ordinary course of our business, we enter into transactions with Comcast.
We generate revenue from Comcast primarily from the distribution of our cable network programming, the fees received under retransmission consent agreements in our Broadcast Television segment and, to a lesser extent, the sale of advertising and our owned programming, and we incur expenses primarily related to advertising and various support services provided by Comcast to us.
In September 2016, as part of the Comcast cash management process, we and Comcast amended and restated our revolving credit agreements to increase the amount that we can borrow from Comcast and that Comcast can borrow from us from $3 billion to $5 billion and extended the maturity date to 2026. Amounts owed by us to Comcast or to us by Comcast under the revolving credit agreement, including accrued interest, are presented under the captions “note payable to Comcast” and “note receivable from Comcast,” respectively, in our condensed consolidated balance sheet. The revolving credit agreements bear interest at floating rates equal to the interest rate calculation under Comcast’s revolving credit facility. The interest rate on Comcast’s revolving credit facility consists of a base rate plus a borrowing margin that is determined based on Comcast’s credit rating. As of September 30, 2016, the borrowing margin for our London Interbank Offered Rate-based borrowings was 1.00%.
Comcast is also the counterparty to one of our contractual obligations. As of September 30, 2016, the carrying value of the liability associated with this contractual obligation was $383 million.
The following tables present transactions with Comcast and its consolidated subsidiaries that are included in our condensed consolidated financial statements.
Transactions with Comcast and Consolidated Subsidiaries
Other income (expense)
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During the nine months ended September 30, 2015, The Weather Channel recorded an impairment charge related to goodwill. We recorded an expense of $252 million that represents our proportionate share of this impairment charge in equity in net income (losses) of investees, net in our condensed consolidated statement of income.
In August 2016, Time Warner Inc. acquired a 10% interest in Hulu, LLC (“Hulu”), which diluted our interest in Hulu from 33% to 30%. For a period not to exceed three years, Time Warner may put its shares to Hulu or Hulu may call Time Warner’s shares under certain limited circumstances arising from regulatory review. Given the contingent nature of the put and call options, we recorded a deferred gain of $159 million and a corresponding increase to our investment in Hulu as a result of the dilution. The deferred gain will be recognized in other income (expense), net if and when the options expire unexercised.
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Acquisitions during the nine months ended September 30, 2016 included the DreamWorks acquisition in our Filmed Entertainment segment (see Note 3 for additional information). Adjustments to goodwill during the nine months ended September 30, 2016 included the updated preliminary allocation of the purchase price for Universal Studios Japan in our Theme Parks segment.
As of September 30, 2016, our debt, excluding the note payable to Comcast, had a carrying value of $12.1 billion and an estimated fair value of $13.6 billion. The estimated fair value of our publicly traded debt is primarily based on Level 1 inputs that use quoted market values for the debt. The estimated fair value of debt for which there are no quoted market prices is based on Level 2 inputs that use interest rates available to us for debt with similar terms and remaining maturities.
Debt Repayments
Following Comcast’s acquisition of DreamWorks, we paid $381 million to settle all of the debt we assumed in the DreamWorks acquisition. In April 2016, we repaid at maturity $1 billion aggregate principal amount of 2.875% senior notes due 2016.
Cross-Guarantee Structure
We, Comcast and a 100% owned cable holding company subsidiary of Comcast (“CCCL Parent”) have fully and unconditionally guaranteed each other’s debt securities, including the $7 billion Comcast revolving credit facility due 2021. As of September 30, 2016, we guaranteed $43.5 billion of outstanding debt securities of Comcast and CCCL Parent.
We do not, however, guarantee the obligations of NBCUniversal Enterprise with respect to its $3.3 billion aggregate principal amount of senior notes, $1.5 billion revolving credit facility, commercial paper program, or $725 million liquidation preference of Series A cumulative preferred stock.
Note 9: Share-Based Compensation
Comcast maintains share-based compensation plans that primarily consist of awards of restricted share units and stock options to certain employees and directors as part of its approach to long-term incentive compensation. Additionally, through its employee stock purchase plans, employees are able to purchase shares of Comcast Class A common stock at a discount through payroll deductions. Certain of our employees participate in these plans and the expense associated with their participation is settled in cash with Comcast.
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Note 10: Supplemental Financial Information
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we acquired $211 million of property and equipment and intangible assets that were accrued but unpaid
Comcast contributed the net assets of DreamWorks to us, which was primarily a noncash transaction (see Note 3)
Note 11: Financial Data by Business Segment
We present our operations in four reportable business segments:
Filmed Entertainment: Consists primarily of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment worldwide. On August 22, 2016, Comcast acquired all of the outstanding stock of DreamWorks. The results of operations for DreamWorks are reported in our Filmed Entertainment segment following the acquisition date.
Cable Networks(a)
Broadcast Television(a)
Theme Parks(b)
Headquarters and Other(c)
Eliminations(b)(d)
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Beginning in the fourth quarter of 2015, we changed our method of accounting for a contractual obligation that involves an interest in the revenue of certain theme parks. As a result of the change, amounts payable based on current period revenue are presented in operating costs and expenses. Amounts paid through the third quarter of 2015 were included in other income (expense), net in our consolidated statement of income. For segment reporting purposes, we have adjusted periods prior to the fourth quarter of 2015 to reflect management reporting presentation for this expense on a consistent basis for all periods in the Theme Parks segment, which resulted in a corresponding offsetting adjustment in Eliminations to reconcile to consolidated totals.
Headquarters and Other activities include costs associated with overhead, personnel costs and headquarter initiatives.
Included in Eliminations are transactions that our segments enter into with one another, which consist primarily of the licensing of film and television content from our Filmed Entertainment and Broadcast Television segments to our Cable Networks segment.
We use operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses on 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 business combinations. Additionally, it is unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. 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.
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