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, 2014
OR
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from to
Registrant; State of
Incorporation; Address and Telephone
Number
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, 2014, there were 2,150,368,818 shares of Comcast Corporation Class A common stock, 416,484,168 shares of Comcast Corporation Class A Special 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 6.
NBCUniversal Media, LLC Financial Statements
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 Corporation as “Comcast;” 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, 2014. This Quarterly Report modifies and supersedes documents filed prior to this Quarterly Report. The Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report.
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 new technologies may adversely affect our businesses
our businesses depend on keeping pace with technological developments
programming expenses for our video services are increasing, which could adversely affect our businesses
we are subject to regulation by federal, state, local and foreign authorities, which may impose additional costs and restrictions on our businesses
weak economic conditions may have a negative impact on our businesses
a decline in advertising expenditures or changes in advertising markets could negatively impact our businesses
NBCUniversal’s success depends on consumer acceptance of its content, which is difficult to predict, 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
our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others
we rely on network and information systems and other technologies, as well as key properties, and a disruption, cyber attack, failure or destruction of such networks, systems, technologies or properties may disrupt our businesses
we may be unable to obtain necessary hardware, software and operational support
labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses
the loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses
we face risks relating to doing business internationally that could adversely affect our businesses
acquisitions and other strategic transactions, including the proposed transactions with Time Warner Cable Inc. and Charter Communications, Inc., present many risks, and we may not realize the financial and strategic goals that were contemplated at the time of any transaction
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
Investments
Receivables, net
Programming rights
Other current assets
Total current assets
Film and television costs
Property and equipment, net of accumulated depreciation of $44,821 and $42,574
Franchise rights
Goodwill
Other intangible assets, net of accumulated amortization of $9,649 and $8,874
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, 2,515,829,568 and 2,503,535,883; outstanding, 2,150,368,818 and 2,138,075,133
Class A Special common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 487,418,932 and 529,964,944; outstanding, 416,484,168 and 459,030,180
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, 365,460,750 Class A common shares and 70,934,764 Class A Special 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 $—, $(11), $(19) and $(82)
Deferred gains (losses) on cash flow hedges, net of deferred taxes of $2, $(26), $1 and $(6)
Amounts reclassified to net income:
Realized (gains) losses on marketable securities, net of deferred taxes of $—, $165, $58 and $177
Realized (gains) losses on cash flow hedges, net of deferred taxes of $(22), $22, $(10) and $(6)
Employee benefit obligations, net of deferred taxes of $—, $(34), $— and $(36)
Currency translation adjustments, net of deferred taxes of $10, $(5), $3 and $9
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
Return of capital from investees
Purchases of investments
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
Purchase of NBCUniversal noncontrolling common equity interest
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock
Settlement of Station Venture liability
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
Non-
controllingInterests
Balance, January 1, 2013
Stock compensation plans
Employee stock purchaseplans
Dividends declared
Other comprehensive income (loss)
Purchase of NBCUniversal noncontrolling commonequity interest
Redeemable subsidiarypreferred stock
Contributions from(distributions to) noncontrolling interests, net
Net income (loss)
Balance, September 30, 2013
Balance, January 1, 2014
Other comprehensiveincome (loss)
Issuance of subsidiary sharesto noncontrolling interests
Balance, September 30, 2014
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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 of America (“GAAP”). For a more complete discussion of our accounting policies and certain other information, refer to our consolidated financial statements included in our 2013 Annual Report on Form 10-K.
Note 2: Recent Accounting Pronouncements
Discontinued Operations
In April 2014, the Financial Accounting Standards Board (“FASB”) updated the accounting guidance related to discontinued operations. The updated accounting guidance provides a narrower definition of discontinued operations than existing GAAP. The updated accounting guidance requires that only disposals of components of an entity, or groups of components, that represent a strategic shift that has or will have a material effect on the reporting entity’s operations be reported in the financial statements as discontinued operations. The updated accounting guidance also provides guidance on the financial statement presentations and disclosures of discontinued operations. The updated accounting guidance will be effective prospectively for us on January 1, 2015, with early adoption permitted in 2014.
Revenue Recognition
In May 2014, the FASB and the International Accounting Standards Board 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 entities have to refer. The updated accounting guidance will be effective for us on January 1, 2017, and early adoption is not permitted. The updated accounting guidance allows for either a full retrospective adoption or modified retrospective 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.
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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
Our potentially dilutive securities include potential common shares related to our stock options and our restricted share units (“RSUs”). Diluted earnings per common share attributable to Comcast Corporation shareholders (“diluted EPS”) considers the impact of potentially dilutive securities by using the treasury stock method.
For the three and nine months ended September 30, 2014, diluted EPS excluded 17 million and 13 million, respectively, of potential common shares related to our share-based compensation plans, because the inclusion of the potential common shares would have had an antidilutive effect. For the three and nine months ended September 30, 2013, diluted EPS excluded 18 million and 13 million, respectively, of potential common shares.
Note 4: Significant Transactions
Time Warner Cable Merger
On February 12, 2014, we entered into an agreement and plan of merger (the “merger agreement”) with Time Warner Cable Inc. (“Time Warner Cable”) whereby Time Warner Cable will become our wholly owned subsidiary (the “Time Warner Cable merger”). Time Warner Cable stockholders will receive, in exchange for each share of Time Warner Cable common stock owned immediately prior to the Time Warner Cable merger, 2.875 shares of our Class A common stock. We estimate that at the time of closing, Time Warner Cable stockholders will own approximately 24% of the outstanding shares of our common stock. Because the exchange ratio was fixed at the time of the merger agreement and the market value of our Class A common stock will continue to fluctuate, the number of shares of Class A common stock to be issued and the total value of the consideration exchanged will not be determinable until the closing date. The Time Warner Cable merger was approved by Comcast shareholders on October 8, 2014 and by Time Warner Cable stockholders on October 9, 2014. The Time Warner Cable merger remains subject to regulatory review and other customary conditions and is expected to close in early 2015.
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Divestiture Transactions
The terms of the merger agreement contemplate that we are prepared to divest systems serving up to approximately 3 million video customers of our company following the Time Warner Cable merger in order to obtain applicable regulatory approvals. As a result of this commitment, on April 25, 2014, we entered into a transactions agreement with Charter Communications, Inc. (“Charter”) that, if consummated, would satisfy the divestiture undertaking. Under the transactions agreement, following the close of the Time Warner Cable merger and subject to various conditions, we would divest cable systems resulting in a net disposition of approximately 3.9 million video customers through three transactions: (1) a spin-off of cable systems serving approximately 2.5 million of our video customers (the “spin-off transaction”) into a newly formed public entity (“SpinCo”), (2) an exchange of cable systems serving approximately 1.5 million Time Warner Cable video customers for cable systems serving approximately 1.7 million Charter video customers, and (3) a sale to Charter of cable systems serving approximately 1.5 million Time Warner Cable video customers for cash (collectively, the “divestiture transactions”).
In connection with the spin-off transaction and prior to the spin-off, it is expected that SpinCo will incur new debt to fund a cash distribution to us and to issue notes to us, which notes will enable us to then retire a portion of our debt. In the spin-off transaction, we will distribute common stock of SpinCo pro rata to the holders of all of our outstanding common stock, including the former Time Warner Cable stockholders who continue to hold shares through the record date of the spin-off transaction. After the spin-off transaction, a newly formed, wholly owned indirect subsidiary of Charter will merge with and into Charter with the effect that all shares of Charter will be converted into shares of a new holding company, which will survive as the publicly traded parent company of Charter (“New Charter”). New Charter will then acquire an interest in SpinCo by issuing New Charter stock in exchange for a portion of the outstanding SpinCo stock, following which it is expected that Comcast shareholders will own approximately 67% of SpinCo and New Charter will own approximately 33% of SpinCo. In addition, it is expected that Comcast shareholders will own approximately 10% of New Charter, though the actual percentage of New Charter that will be owned by Comcast shareholders will depend on a number of factors, some of which will not be known until completion of the divestiture transactions. Following the close of the divestiture transactions, we will no longer have any ownership interest in SpinCo.
The close of the divestiture transactions is subject to the completion of the Time Warner Cable merger, Charter stockholder approval, completion of the SpinCo financing transactions, regulatory approvals and other customary conditions. The Time Warner Cable merger and the divestiture transactions are subject to separate conditions, and the Time Warner Cable merger can be completed regardless of whether the divestiture transactions are ultimately completed.
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
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Note 6: Investments
Fair Value Method
Equity Method:
The Weather Channel
Hulu
Cost Method:
AirTouch
Total investments
Less: Current investments
Noncurrent investments
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
As of September 30, 2014, the majority of our fair value method investments were equity securities held as collateral that were related to our obligations under prepaid forward sale agreements.
Prepaid Forward Sale Agreements
Assets:
Fair value equity securities held as collateral
Liabilities:
Obligations under prepaid forward sale agreements
Derivative component of prepaid forward sale agreements
Total liabilities
During the nine months ended September 30, 2014, we settled $3.2 billion of obligations under certain of our prepaid forward sale agreements by delivering equity securities. As of September 30, 2014, the carrying values of our remaining prepaid forward sale obligations approximated their fair values. 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.
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Cost Method
We hold two series of preferred stock of AirTouch Communications, Inc. (“AirTouch”), a subsidiary of Verizon Communications Inc., which are redeemable in April 2020. As of September 30, 2014, the estimated fair values of the AirTouch preferred stock and the associated liability related to the redeemable 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: Long-Term Debt
As of September 30, 2014, our debt had a carrying value of $48.4 billion and an estimated fair value of $54.4 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
In February 2014, we issued $1.2 billion aggregate principal amount of 3.60% senior notes due 2024 and $1 billion aggregate principal amount of 4.75% senior notes due 2044. The proceeds from this offering were used for working capital and general corporate purposes, including the repayment of a portion of our outstanding commercial paper and $900 million aggregate principal amount of our 2.10% senior notes due April 2014 at maturity.
In August 2014, we issued $1 billion aggregate principal amount of 3.375% senior notes due 2025 and $1 billion aggregate principal amount of 4.20% senior notes due 2034. The proceeds from this offering were used for working capital and general corporate purposes, which may, in the future, include the repayment of certain of our senior notes.
Debt Repayments
In January 2014, we repaid at maturity $1 billion aggregate principal amount of 5.30% senior notes due 2014. In February 2014, we repaid $1.25 billion of borrowings outstanding under NBCUniversal Enterprise Inc.’s (“NBCUniversal Enterprise”) revolving credit facility with the proceeds from $990 million of borrowings under its new commercial paper program and cash on hand.
Revolving Credit Facilities
As of September 30, 2014, amounts available under our consolidated revolving credit facilities, net of amounts outstanding under our commercial paper programs and outstanding letters of credit, totaled $6.4 billion, which included $440 million available under NBCUniversal Enterprise’s revolving credit facility.
Commercial Paper Programs
In February 2014, NBCUniversal Enterprise entered into a commercial paper program. The maximum borrowing capacity under this commercial paper program is $1.35 billion, and it is supported by NBCUniversal Enterprise’s existing $1.35 billion revolving credit facility due March 2018. The commercial paper program is fully and unconditionally guaranteed by us and our 100% owned cable holding company subsidiaries, Comcast Cable Communications, LLC (“CCCL Parent”), Comcast MO Group, Inc. (“Comcast MO Group”), Comcast Cable Holdings, LLC (“CCH”) and Comcast MO of Delaware, LLC (“Comcast MO of Delaware”) (collectively, the “cable guarantors”). As of September 30, 2014, NBCUniversal Enterprise had $910 million face amount of commercial paper outstanding.
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Note 8: Fair Value Measurements
The accounting guidance related to financial assets and financial liabilities (“financial instruments”) establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). Level 1 consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market. Level 2 consists of financial instruments that are valued by 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 by using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similar techniques, as well as financial instruments for which the determination of fair value requires significant management judgment or estimation. Our financial instruments that are accounted for at fair value on a recurring basis are presented in the table below.
Recurring Fair Value Measures
Trading securities (see Note 6)
Available-for-sale securities
Interest rate swap agreements
Total
Liabilities
Derivative component of prepaid forward sale agreements and indexed debt instruments (see Note 6)
Contractual obligation
Contingent consideration
Contractual Obligation and Contingent Consideration
The estimated fair values of the contractual obligation and contingent consideration in the table above are primarily based on certain expected future discounted cash flows, the determination of which involves the use of significant unobservable inputs. The most significant unobservable inputs we use include our estimates of the future revenue we expect to generate from certain NBCUniversal businesses, which are related to our contractual obligation, and future net tax benefits that will affect payments to General Electric Company (“GE”), which are related to our contingent consideration. The discount rates used in the measurements of fair value were between 5% and 13% and are based on the underlying risk associated with our estimate of future revenue, the terms of the respective contracts, and the uncertainty in the timing of our payments to GE. The fair value adjustments to contractual obligation and contingent consideration are sensitive to the assumptions related to future revenue and tax benefits, respectively, as well as to current interest rates, and therefore, the adjustments are recorded to other income (expense), net in our condensed consolidated statement of income.
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Changes in Contractual Obligation and Contingent Consideration
Fair value adjustments
Payments
Fair Value of Redeemable Subsidiary Preferred Stock Financial Instrument
As of September 30, 2014, the fair value of the NBCUniversal Enterprise redeemable subsidiary preferred stock was $752 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 9: Share-Based Compensation
Our share-based compensation primarily consists of awards of stock options and RSUs 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 2014, we granted 16.4 million stock options and 5.4 million RSUs related to our annual management awards. The weighted-average fair values associated with these grants were $11.09 per stock option and $46.57 per RSU.
Recognized Share-Based Compensation Expense
Stock options
Restricted share units
Employee stock purchase plans
As of September 30, 2014, we had unrecognized pretax compensation expense of $356 million and $489 million related to nonvested stock options and nonvested RSUs, respectively.
Note 10: Income Taxes
During the three months ended September 30, 2014, we reduced our accruals for uncertain tax positions and the related accrued interest on these tax positions. The reduction resulted in a decrease of $724 million in income tax expense, which excludes the benefits of uncertain tax positions for which we have been indemnified by GE. The table below presents a reconciliation of our uncertain tax positions from January 1, 2014 to September 30, 2014.
Additions based on tax positions related to the current year
Additions based on tax positions related to prior years
Reductions for tax positions of prior years
Reductions due to expiration of statutes of limitations
Settlements with taxing authorities
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As of September 30, 2014 and December 31, 2013, our accrued interest associated with tax positions was $460 million and $780 million, respectively.
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(a)
Other operating assets and liabilities
Comprised of additions to our film and television cost assets of $7,198 million and $5,590 million, net of film and television cost amortization of $6,727 million and $5,998 million in 2014 and 2013, respectively.
Cash Payments for Interest and Income Taxes
Interest
Income taxes
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Noncash Investing and Financing Activities
During the nine months ended September 30, 2014:
we acquired $847 million of property and equipment and intangible assets that were accrued but unpaid
we recorded a liability of $580 million for a quarterly cash dividend of $0.225 per common share paid in October 2014
we used $3.2 billion of equity securities to settle our obligations under certain prepaid forward sale agreements
Note 12: Commitments and Contingencies
Contingencies
Antitrust Cases
We are defendants in two purported class actions originally filed in December 2003 in the United States District Courts for the District of Massachusetts and the Eastern District of Pennsylvania. The potential class in the Massachusetts case, which has been transferred to the Eastern District of Pennsylvania, is our customer base in the “Boston Cluster” area, and the potential class in the Pennsylvania case is our customer base in the “Philadelphia and Chicago Clusters,” as those terms are defined in the complaints. In each case, the plaintiffs allege that certain customer exchange transactions with other cable providers resulted in unlawful horizontal market restraints in those areas and seek damages under antitrust statutes, including treble damages.
Classes of Chicago Cluster and Philadelphia Cluster customers were certified in October 2007 and January 2010, respectively. We appealed the class certification in the Philadelphia Cluster case to the Third Circuit Court of Appeals, which affirmed the class certification in August 2011. In June 2012, the U.S. Supreme Court granted our petition to review the Third Circuit Court of Appeals’ ruling and in March 2013, the Supreme Court ruled that the class had been improperly certified and reversed the judgment of the Third Circuit. The matter has been returned to the District Court for action consistent with the Supreme Court’s opinion. In August 2013, the plaintiffs in the Philadelphia Cluster case moved to certify a new, smaller class, which we opposed in January 2014. The parties have been discussing possible resolution of the Philadelphia Cluster case. Accordingly, in February 2014, the plaintiff filed an unopposed motion to stay the case, which the District Court granted. In April 2014, the District Court granted our unopposed motion to de-certify the Chicago Cluster class and the plaintiffs’ unopposed motion to amend the Pennsylvania case so as to dismiss claims relating to the Chicago Cluster. In April 2014, lead counsel for the Boston Cluster cases withdrew, and in June 2014, new counsel requested the Boston Cluster cases be transferred to the federal court in Boston, which we have opposed.
In addition, we are the defendant in 22 purported class actions filed in federal district courts throughout the country. All of these actions have been consolidated by the Judicial Panel on Multidistrict Litigation in the United States District Court for the Eastern District of Pennsylvania for pre-trial proceedings. In a consolidated complaint filed in November 2009 on behalf of all plaintiffs in the multidistrict litigation, the plaintiffs allege that we improperly “tie” the rental of set-top boxes to the provision of premium cable services in violation of Section 1 of the Sherman Antitrust Act, various state antitrust laws and unfair/deceptive trade practices acts in California, Illinois and Alabama. The plaintiffs also allege a claim for unjust enrichment and seek relief on behalf of a nationwide class of our premium cable customers and on behalf of subclasses consisting of premium cable customers from California, Alabama, Illinois, Pennsylvania and Washington. In January 2010, we moved to compel arbitration of the plaintiffs’ claims for unjust enrichment and violations of the unfair/deceptive trade practices acts of Illinois and Alabama. In September 2010, the plaintiffs filed an amended complaint alleging violations of additional state antitrust laws and unfair/deceptive trade practices acts on behalf of new subclasses in Connecticut, Florida, Minnesota, Missouri, New Jersey, New Mexico and West Virginia. In the amended complaint, plaintiffs omitted their unjust enrichment claim, as well as their state law claims on behalf of the Alabama, Illinois and Pennsylvania subclasses. In June 2011, the plaintiffs filed another amended complaint
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alleging only violations of Section 1 of the Sherman Antitrust Act, antitrust law in Washington and unfair/deceptive trade practices acts in California and Washington. The plaintiffs seek relief on behalf of a nationwide class of our premium cable customers and on behalf of subclasses consisting of premium cable customers from California and Washington. In July 2011, we moved to compel arbitration of most of the plaintiffs’ claims and to stay the remaining claims pending arbitration. The West Virginia Attorney General also filed a complaint in West Virginia state court in July 2009 alleging that we improperly “tie” the rental of set-top boxes to the provision of digital cable services in violation of the West Virginia Antitrust Act and the West Virginia Consumer Credit and Protection Act. The Attorney General also alleges a claim for unjust enrichment/restitution. We removed the case to the United States District Court for West Virginia, and it was subsequently transferred to the United States District Court for the Eastern District of Pennsylvania and consolidated with the multidistrict litigation described above. Although a comprehensive settlement agreement for all 23 cases that had been submitted to the District Court for preliminary approval in June 2013 was withdrawn in October 2014, we do not expect these cases to have a material effect on our results of operations, cash flows or financial position.
We believe the claims in each of the pending actions described above in this item are without merit, except as otherwise set forth above, and intend to defend the actions vigorously. We cannot predict the outcome of any of the actions described above, including a range of possible loss, or how the final resolution of any such actions would impact our results of operations or cash flows for any one period or our financial position. In addition, as any action nears a trial, there is an increased possibility that the action may be settled by the parties. Nevertheless, the final disposition of any of the above actions is not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations or cash flows for any one period.
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 the nation’s largest provider of video, high-speed Internet and voice services to residential customers under the XFINITY brand, and we also provide similar services to businesses and sell advertising.
Cable Networks: Consists primarily of our national cable networks, our regional sports networks, our international cable networks and our cable television production operations.
Broadcast Television: Consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, and our broadcast television production operations.
Filmed Entertainment: Consists primarily of the studio operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment worldwide.
Theme Parks: Consists primarily of our Universal theme parks in Orlando and Hollywood.
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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)
NBCUniversal
Cable Networks(b)
Broadcast Television
Filmed Entertainment(b)
Theme Parks
Headquarters and Other(c)
Eliminations(d)
Corporate and Other
Comcast Consolidated
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For the three and nine months ended September 30, 2014 and 2013, 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, 2014, 2.8% of Cable Communications segment revenue was derived from franchise and other regulatory fees. For both the three and nine months ended September 30, 2013, 2.9% of Cable Communications segment revenue was derived from franchise and other regulatory fees.
Beginning in 2014, Fandango, our movie ticketing and entertainment business that was previously presented in our Cable Networks segment, is now presented in the Filmed Entertainment segment to reflect the change in our management reporting presentation. Due to
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immateriality, prior period amounts have not been adjusted. The change in presentation resulted in the reclassification of $195 million of goodwill from our Cable Networks segment to our Filmed Entertainment segment.
NBCUniversal Headquarters and Other activities includes costs associated with overhead, allocations, 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 and Broadcast Television segments generate revenue by selling programming to our Cable Communications segment, which represents a substantial majority of the revenue elimination amount
our Cable Communications segment generates revenue by selling advertising and by selling the use of satellite feeds to our Cable Networks segment
our Filmed Entertainment and Broadcast Television segments generate revenue by licensing content to our Cable Networks segment
our Cable Communications segment receives incentives offered by our Cable Networks segment in connection with its distribution of the Cable Networks’ content that are recorded as a reduction to programming expenses
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.
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Note 14: Condensed Consolidating Financial Information
Comcast Corporation (“Comcast Parent”), our cable guarantors and NBCUniversal Media, LLC (referred to as “NBCUniversal Media Parent” in the tables below) have fully and unconditionally guaranteed each other’s debt securities. Comcast MO Group, CCH and Comcast MO of Delaware are collectively referred to as the “Combined CCHMO Parents.”
Comcast Parent and the cable guarantors also fully and unconditionally guarantee NBCUniversal Enterprise’s $4 billion aggregate principal amount of senior notes, its $1.35 billion revolving credit facility due March 2018 and the associated commercial paper program. NBCUniversal Media Parent does not guarantee the NBCUniversal Enterprise senior notes, 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 the cable guarantors nor NBCUniversal Media Parent guarantee the Comcast Holdings’ ZONES due October 2029. None of Comcast Parent, the cable guarantors nor NBCUniversal Media Parent guarantee the $62 million principal amount currently outstanding of Comcast Holdings’ ZONES due November 2029.
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Condensed Consolidating Balance Sheet
September 30, 2014
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, 2013
GuarantorSubsidiaries
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Condensed Consolidating Statement of Income
For the Three Months Ended September 30, 2014
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, 2013
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For the Nine Months Ended September 30, 2014
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For the Nine Months Ended September 30, 2013
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Condensed Consolidating Statement of Cash Flows
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.
Cable Communications Segment
Comcast Cable is the nation’s largest provider of video, high-speed Internet and voice services (“cable services”) to residential customers under the XFINITY brand, and we also provide similar and other services to small and medium-sized businesses. As of September 30, 2014, our cable systems served 22.4 million video customers, 21.6 million high-speed Internet customers and 11.1 million voice customers, with 26.9 million total customer relationships and passed more than 54 million homes and businesses. Our Cable Communications segment generates revenue primarily from subscriptions to our cable services, which we market individually and in packages, and from the sale of advertising. During the nine months ended September 30, 2014, our Cable Communications segment generated 64% of our consolidated revenue and 79% 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. The Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks segments comprise the NBCUniversal businesses and are collectively referred to as the NBCUniversal segments.
Cable Networks
Our Cable Networks segment consists primarily of a diversified portfolio of cable television networks. Our cable networks are comprised of our national cable networks, which provide a variety of entertainment, news and information, and sports content, our regional sports networks, various international cable networks, and our cable television production operations. Our Cable Networks segment generates revenue primarily from the distribution of our cable network programming to multichannel video providers, from the sale of advertising on our cable networks and related digital media properties, and from the licensing of our owned programming.
Our Broadcast Television segment consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, and our broadcast television production operations. Our Broadcast Television segment generates revenue primarily from the sale of advertising on our broadcast networks, owned local broadcast television stations and related digital media properties, from the licensing of our owned programming, and from fees received under retransmission consent agreements.
Filmed Entertainment
Our Filmed Entertainment segment primarily produces, acquires, markets and distributes filmed entertainment worldwide, and it also develops, produces and licenses live stage plays. Our Filmed Entertainment segment generates revenue primarily from the worldwide distribution of our owned and acquired films for exhibition in movie theaters, from the licensing of our owned and acquired films through various distribution platforms, and from the sale of our owned and acquired films on standard-definition video discs and Blu-ray discs (together, “DVDs”) and electronically through digital distributors. Our Filmed Entertainment segment also generates revenue from producing and licensing live stage plays, from distributing filmed entertainment produced by third parties, and from various digital media properties.
Our Theme Parks segment consists primarily of our Universal theme parks in Orlando and Hollywood. Our Theme Parks segment generates revenue primarily from theme park attendance and per capita spending. Per
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capita spending includes ticket price and in-park spending on food, beverages and merchandise. Our Theme Parks segment also receives fees from third parties that own and operate Universal Studios Japan and Universal Studios Singapore for intellectual property licenses and other services.
Our other business interests primarily include Comcast-Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia and operates arena management-related businesses.
Significant Developments
The following are the more significant developments in our businesses during the nine months ended September 30, 2014:
the entry into an agreement and plan of merger with Time Warner Cable Inc. (“Time Warner Cable”) whereby Time Warner Cable would become our wholly owned subsidiary; see “Time Warner Cable Merger” below for additional information
the entry into a transactions agreement with Charter Communications, Inc. (“Charter”), contemplating three transactions that would result in a net disposition of approximately 3.9 million video customers; see “Divestiture Transactions” below for additional information
an agreement with the International Olympic Committee to extend NBCUniversal’s broadcast rights of the Olympic Games from 2022 through 2032 for $7.75 billion
In connection with the spin-off transaction and prior to the spin-off, it is expected that SpinCo will incur new debt to fund a cash distribution to us and to issue notes to us, which notes will enable us to then retire a portion of our debt. In the spin-off transaction, we will distribute common stock of SpinCo pro rata to the holders of all of our outstanding common stock, including the former Time Warner Cable stockholders who continue to hold
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shares through the record date of the spin-off transaction. After the spin-off transaction, a newly formed, wholly owned indirect subsidiary of Charter will merge with and into Charter with the effect that all shares of Charter will be converted into shares of a new holding company, which will survive as the publicly traded parent company of Charter (“New Charter”). New Charter will then acquire an interest in SpinCo by issuing New Charter stock in exchange for a portion of the outstanding SpinCo stock, following which it is expected that Comcast shareholders will own approximately 67% of SpinCo and New Charter will own approximately 33% of SpinCo. In addition, it is expected that Comcast shareholders will own approximately 10% of New Charter, though the actual percentage of New Charter that will be owned by Comcast shareholders will depend on a number of factors, some of which will not be known until the completion of the divestiture transactions. Following the close of the divestiture transactions, we will no longer have any ownership interest in SpinCo.
Competition
The results of operations of our reportable business segments are affected by competition, as all of our businesses operate in 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. Additionally, there continue to be new companies with significant financial resources that potentially may compete on a larger scale with our cable services, as well as with our cable and broadcast networks and filmed entertainment businesses.
Competition for the cable services we offer consists primarily of direct broadcast satellite (“DBS”) providers, which have a national footprint and compete in all of our service areas, and phone companies with fiber-based networks, which overlap over 50% of our service areas and are continuing to expand their fiber-based networks. We also compete with other providers of traditional cable services. All of these companies typically offer features, pricing and packaging for services comparable to our cable services.
Each of NBCUniversal’s businesses also faces substantial and increasing competition from providers of similar types of content, as well as from other forms of entertainment and recreational activities. NBCUniversal also must compete to obtain talent, programming and other resources required in operating these businesses.
Technological changes are further intensifying and complicating the competitive landscape for all of our businesses by challenging existing business models and affecting consumer behavior. Services and devices that enable online digital distribution of movies, television shows, and other cable and broadcast video programming continue to gain consumer acceptance and evolve, including some services that charge a nominal or no fee for such programming. These services and devices may negatively affect demand for our video services, as well as demand for our cable network, broadcast television and filmed entertainment content, as the number of entertainment choices available to consumers increases and intensifies challenges posed by audience fragmentation. Wireless services and devices also continue to evolve that allow consumers to access information, entertainment and communication services, which could negatively impact demand for our cable services, including for our voice services as people substitute mobile phones for landline phones. In addition, delayed viewing and advertising skipping have become more common as the penetration of digital video recorders (“DVRs”) and similar products has increased and as content has become increasingly available via video-on-demand services and Internet sources, which may have a negative impact on our advertising revenue.
In our Cable Communications segment, we believe that adding more content and delivering it on an increasing variety of platforms will assist in attracting and retaining customers for our cable services. To further enhance our video and high-speed Internet services, we continue to develop and launch new technology initiatives, such as our X1 platform and Cloud DVR technology, and deploy new wireless gateway devices. In our NBCUniversal segments, to compete for consumers of our content and for customers at our theme parks, we have invested, and will continue to invest, substantial amounts in acquiring content and producing original content for our cable
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networks and broadcast television networks, including the acquisition of sports rights, and will continue to invest in our film productions and in the development of new theme park attractions.
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 calendar quarter and an increase in net customer additions in the third and fourth calendar quarters of each year.
Revenue in our Cable Communications, Cable Networks and Broadcast Television segments is subject to cyclicality, with a benefit in even-numbered years from advertising related to candidates running for political office and issue-oriented advertising. Revenue and operating costs and expenses in our Cable Networks and Broadcast Television segments are also cyclical as a result of our periodic broadcasts of the Olympic Games and the Super Bowl. Our advertising revenue generally increases in the period of these broadcasts as a result of 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 and the release of our films on DVD and through digital distributors. 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 holidays. 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 calendar quarters of each year. Revenue in our Cable Networks, Broadcast Television and Filmed Entertainment segments also fluctuates due to the timing of when our owned 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, local entertainment offerings and seasonal weather variations. Our theme parks generally experience peak attendance during the summer months when schools are closed and during early winter and spring holiday periods.
Consolidated Operating Results
Other income (expense) items, net
All percentages are calculated based on actual amounts. Minor differences may exist due to rounding.
Percentage changes that are considered not meaningful are denoted with NM.
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Consolidated Revenue
Our Cable Communications, Cable Networks, Broadcast Television and Theme Parks segments, as well as our other businesses accounted for the increases in consolidated revenue for the three and nine months ended September 30, 2014. Excluding $1.1 billion of revenue associated with the broadcast of the 2014 Sochi Olympics in February 2014, consolidated revenue increased 4.6% for the nine months ended September 30, 2014. Revenue for our Cable Communications and NBCUniversal 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.”
Consolidated Costs and Expenses
Our Cable Communications, Cable Networks, Broadcast Television and Theme Parks segments accounted for substantially all of the increases in consolidated costs and expenses, excluding depreciation and amortization (“operating costs and expenses”) for the three and nine months ended September 30, 2014. The increases were partially offset by lower operating costs and expenses in our Filmed Entertainment segment. Operating costs and expenses for our Cable Communications and NBCUniversal segments are discussed separately below under the heading “Segment Operating Results.”
Our Corporate and Other operating costs and expenses includes transaction-related costs associated with the Time Warner Cable merger and the divestiture transactions of $77 million and $138 million for the three and nine months ended September 30, 2014, respectively. Operating costs and expenses for our corporate and other businesses are discussed separately below under the heading “Corporate and Other Results of Operations.”
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 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. 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 of America (“GAAP”), in the business segment footnote to our condensed consolidated financial statements (see Note 13 to Comcast’s condensed consolidated financial statements and Note 10 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.
Beginning in 2014, Fandango, our movie ticketing and entertainment business that was previously presented in our Cable Networks segment, is now presented in the Filmed Entertainment segment to reflect the change in our management reporting presentation. Due to immateriality, prior period amounts have not been adjusted.
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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
Beginning in 2014, our Cable Communications segment revised its methodology for counting customers related to how we count and report customers who reside in multiple dwelling units (“MDUs”) that are billed under bulk contracts (the “billable customers method”). For MDUs whose residents have the ability to receive additional cable services, such as additional programming choices or our high-definition (“HD”) or DVR services, we now count and report customers based on the number of potential billable relationships within each MDU. For MDUs whose residents are not able to receive additional cable services, the MDU is now counted as a single customer. Previously, we had counted and reported these customers on an equivalent billing unit basis by dividing monthly revenue received under an MDU’s bulk contract by the standard monthly residential rate where the MDU was located (the “EBU method”). We believe the billable customers method is consistent with the methodology used by other companies in our industry, including Time Warner Cable, to count and report customers.
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The tables below present customer metrics using the billable customers method. Because the differences in the number of customers using the billable customers method and the EBU method for high-speed Internet and voice customers were not material, high-speed Internet and voice customer metrics as of and for the three and nine months ended September 30, 2013 are presented using the EBU method.
Customer Metrics—Billable Customers Method
(in thousands)
September 30
2014
2013
Video customers
High-speed Internet customers
Voice customers
Total customer relationships
Single product customers
Double product customers
Triple product customers
Customer metrics include residential and business customers. Customer relationships represent the number of residential and business customers that subscribe to at least one of our cable services and are presented based on actual amounts. Single product, double product and triple product customers represent customers that subscribe to one, two or three of our cable services, respectively.
Cable Communications Segment—Revenue
Our Cable Communications segment leverages our existing cable distribution system to grow revenue by, among other things, adding new customers, encouraging existing customers to add additional or higher-tier services, and growing other services such as our business services offerings and our home security and automation services. We offer our cable services in bundles and often provide promotional incentives. We seek to balance promotional offers and rate increases with their expected effects on the number of customers and overall revenue.
Video revenue increased 1.0% and 1.2% for the three and nine months ended September 30, 2014, respectively, compared to the same periods in 2013. An increase in the number of customers receiving additional and higher levels of video service and rate adjustments accounted for increases in revenue of 2.3% and 2.6% for the three and nine months ended September 30, 2014, respectively. As of September 30, 2014, the number of customers who subscribed to our advanced services, which are HD and DVR services, increased 4.5% to 12.8 million customers compared to the same period in 2013. The increases in revenue in both periods were partially offset by a decline in pay-per-view revenue due to fewer events and fewer residential video customers compared to the prior year periods. The decrease in the number of residential video customers was primarily due to competitive pressures in our service areas from phone and DBS competitors and the impact of rate adjustments. We may experience further declines in the number of residential video customers.
High-Speed Internet
High-speed Internet revenue increased 9.6% and 9.4% for the three and nine months ended September 30, 2014, respectively, compared to the same periods in 2013. An increase in the number of residential customers receiving our high-speed Internet service accounted for increases in revenue of 5.8% and 6.0% for the three and nine months ended September 30, 2014, respectively. The remaining increases in revenue for the three and nine months ended September 30, 2014 were primarily due to higher rates from customers receiving higher levels of service and rate adjustments. Our customer base continues to grow as consumers choose our high-speed Internet service and seek higher-speed offerings.
Voice revenue decreased slightly for the three months ended September 30, 2014 and increased 1.0% for the nine months ended September 30, 2014 compared to the same periods in 2013. While the number of residential customer additions slowed, the number of residential customers still increased by 5.5% as of September 30, 2014
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compared to the same period in 2013. This growth was offset by promotions and our discounted bundled offerings.
Business Services
Business services revenue increased 21.0% and 22.3% for the three and nine months ended September 30, 2014, respectively, compared to the same periods in 2013. The increases were primarily due to a higher number of small business customers receiving our high-speed Internet and voice services. The remaining increases in both periods were primarily due to continued growth in the number of medium-sized business customers receiving our other services, such as Ethernet network and cellular backhaul services. During the three and nine months ended September 30, 2014, revenue from our medium-sized business customers represented 22% and 21%, respectively, of total business services revenue. We believe the increase in business customers is primarily the result of our efforts to gain market share from competitors by offering competitive services and pricing.
Advertising revenue increased 12.3% and 8.7% for the three and nine months ended September 30, 2014, respectively, compared to the same periods in 2013 primarily due to increases in political advertising revenue, as well as increases in revenue in our core national and local advertising markets.
Other revenue increased 2.4% and 3.7% for the three and nine months ended September 30, 2014, respectively, compared to the same periods in 2013 primarily due to increases in revenue from other services, including our home security and automation services, as well as increases in franchise and other regulatory fees.
Cable Communications Segment—Operating Costs and Expenses
Our most significant operating cost is the programming expense we incur to provide content to our video customers. We anticipate that our programming expenses will continue to increase. We have and will continue to attempt to offset increases in programming expenses through rate increases and the sale of additional video and other services, as well as by achieving operating efficiencies.
Programming costs increased for the three and nine months ended September 30, 2014 compared to the same periods in 2013 primarily due to increases in programming license fees, including retransmission consent fees and sports programming costs, and fees to secure rights for additional programming for our customers across an increasing number of platforms.
Technical and product support expenses increased for the three and nine months ended September 30, 2014 compared to the same periods in 2013 primarily due to expenses related to customer fulfillment activities, expenses related to the development, delivery and support of our products and services, including our X1 platform, Cloud DVR technology and wireless gateways, and the continued growth in business services.
Customer service expenses increased for the three and nine months ended September 30, 2014 compared to the same periods in 2013 primarily due to increases in total labor costs associated with increases in customer service activity. The increases in customer service activity were primarily due to sales and related support activity associated with the continued deployment of enhanced services and devices, which include our X1 platform, Cloud DVR technology, wireless gateways, 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, 2014 compared to the same periods in 2013 primarily due to increases in residential and business services revenue.
Advertising, marketing and promotion expenses increased for the three and nine months ended September 30, 2014 compared to the same periods in 2013 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.
Other costs and expenses increased for the three and nine months ended September 30, 2014 compared to the same periods in 2013 primarily due to increases in costs to support the advertising sales business, as well as increases in other administrative costs.
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NBCUniversal Segments Results of Operations
Headquarters, other and eliminations
Operating Income Before Depreciation and Amortization
Total operating income before depreciation and amortization
Cable Networks Segment Results of Operations
Three Months Ended
Distribution
Content licensing and other
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Nine Months Ended
Increase/
(Decrease)
Cable Networks Segment—Revenue
Cable Networks revenue increased slightly for the three months ended September 30, 2014 compared to the same period in 2013 primarily due to an increase in distribution revenue, which was partially offset by a decrease in advertising revenue. The increase in distribution revenue was primarily due to increases in the contractual rates charged under distribution agreements. The decrease in advertising revenue was primarily due to a continuing decline in the audience ratings at our networks, which was partially offset by higher volume and prices of advertising units sold. Cable Networks revenue for the three months ended September 30, 2014 was also impacted by the absence of the Style network and Fandango in the current year period.
Cable Networks revenue increased for the nine months ended September 30, 2014 compared to the same period in 2013 primarily due to an increase in distribution revenue. The increase in distribution revenue was primarily due to our broadcast of the 2014 Sochi Olympics in February 2014 and increases in the contractual rates charged under distribution agreements. Cable Networks revenue for the nine months ended September 30, 2014 was also impacted by the absence of the Style network and Fandango in the current year period. Excluding $257 million of revenue associated with the 2014 Sochi Olympics, Cable Networks revenue increased 1.5% for the nine months ended September 30, 2014 compared to the same period in 2013.
For the three and nine months ended September 30, 2014, 13% and 12%, respectively, of our Cable Networks segment revenue was generated from our Cable Communications segment. For both the three and nine months ended September 30, 2013, 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.
Cable Networks Segment—Operating Costs and Expenses
Operating costs and expenses remained flat for the three months ended September 30, 2014 compared to the same period in 2013. Operating costs and expenses increased for the nine months ended September 30, 2014 compared to the same period in 2013 primarily due to an increase in programming and production costs, which was partially offset by decreases in other operating and administrative expenses and advertising, marketing and promotion expenses. The increase in programming and production costs was primarily due to costs associated with the 2014 Sochi Olympics, as well as our continued investment in programming, including sports programming rights costs. The decreases in other operating and administrative costs and advertising, marketing and promotion expenses were primarily due to the absence of the Style network and Fandango in the current year period. Other operating and administrative costs also decreased due to lower employee-related costs.
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Broadcast Television Segment Results of Operations
Content licensing
Broadcast Television Segment—Revenue
Broadcast Television revenue increased for the three and nine months ended September 30, 2014 compared to the same periods in 2013 primarily due to increases in advertising revenue, content licensing revenue and other revenue. The increases in advertising revenue in both periods were primarily due to increases in audience ratings and higher volume and prices of advertising units sold. The increase in content licensing revenue for the three months ended September 30, 2014 was primarily due to the timing of content provided under our licensing agreements. The increase in content licensing revenue for the nine months ended September 30, 2014 was primarily due to new content licensing agreements. The increases in other revenue in both periods were primarily due to fees recognized under our retransmission consent agreements. The increases in advertising revenue and other revenue for the nine months ended September 30, 2014 were associated with our broadcast of the 2014 Sochi Olympics in February 2014. Excluding $846 million of revenue associated with the 2014 Sochi Olympics, Broadcast Television revenue increased 9.6% for the nine months ended September 30, 2014 compared to the same period in 2013 primarily due to higher advertising revenue related to an increase in audience ratings and higher volume and prices of advertising units sold.
Broadcast Television Segment—Operating Costs and Expenses
Operating costs and expenses increased for the three months ended September 30, 2014 compared to the same period in 2013 primarily due to an increase in programming and production costs associated with the timing of when certain shows in our primetime schedule were aired, as well as our continued investment in original programming.
Operating costs and expenses increased for the nine months ended September 30, 2014 compared to the same period in 2013 primarily due to an increase in programming and production costs associated with our broadcast of the 2014 Sochi Olympics, as well as our continued investment in original programming.
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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, 2014 compared to the same periods in 2013 primarily due to decreases in theatrical revenue, which were partially offset by increases in other revenue and content licensing revenue. The decrease in theatrical revenue for the three months ended September 30, 2014 was primarily due to the strong performance of Despicable Me 2 in the prior year period, which was partially offset by the performance of our current period releases, including Lucy. The decrease in theatrical revenue for the nine months ended September 30, 2014 was primarily due to the strong performance of our prior year period releases, including Despicable Me 2, Fast and Furious 6 and Les Miserables, which were partially offset by the performance of current period releases, including Lucy and Neighbors. The increases in other revenue in both periods were primarily due to the inclusion in 2014 of Fandango, which was previously presented in our Cable Networks segment. The increases in content licensing revenue in both periods were primarily due to the timing of licensing agreements related to our film library.
Filmed Entertainment Segment—Operating Costs and Expenses
Operating costs and expenses decreased for the three and nine months ended September 30, 2014 compared to the same periods in 2013 primarily due to lower amortization of film cost and decreases in advertising, marketing and promotion expenses, which were primarily due to a smaller film slate in the current year periods compared to the same periods in 2013. Operating costs and expenses for the three and nine months ended September 30, 2014 included $7 million and $25 million, respectively, of expense associated with fair value adjustments to capitalized
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film production costs. Operating costs and expenses for the three and nine months ended September 30, 2013 included $36 million and $150 million, respectively, of expense associated with fair value adjustments to capitalized film production costs.
Theme Parks Segment Results of Operations
Theme Parks Segment—Revenue
Theme Parks revenue increased for the three and nine months ended September 30, 2014 compared to the same periods in 2013 primarily due to higher guest attendance and increases in per capita spending as a result of new attractions, such as Orlando’s The Wizarding World of Harry Potter ™—Diagon Alley ™.
Theme Parks Segment—Operating Costs and Expenses
Operating costs and expenses increased for the three and nine months ended September 30, 2014 compared to the same periods in 2013 primarily due to costs associated with new attractions, such as Orlando’s The Wizarding World of Harry Potter ™—Diagon Alley ™, and increases in per capita spending.
NBCUniversal Headquarters, Other and Eliminations
The change in operating income (loss) before depreciation and amortization for headquarters, other and eliminations for the three months ended September 30, 2014 compared to the same period in 2013 was primarily due to lower expenses as a result of severance costs recorded in the prior year period.
The change in operating income (loss) before depreciation and amortization for headquarters, other and eliminations for the nine months ended September 30, 2014 compared to the same period in 2013 was primarily due to higher employee-related costs, including severance costs, compared to the prior year period.
Corporate and Other Results of Operations
Operating loss before depreciation and amortization
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Corporate and Other—Revenue
Other revenue primarily relates to Comcast-Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia and operates arena management-related businesses.
Other revenue increased for the three and nine months ended September 30, 2014 compared to the same periods in 2013 primarily due to increases in revenue from food services for sporting events associated with a new contract entered into by our Comcast-Spectacor business, as well as increases in revenue associated with newly acquired businesses.
Corporate and Other—Operating Costs and Expenses
Corporate and Other operating costs and expenses primarily include 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 months ended September 30, 2014 compared to the same period in 2013 primarily due to $77 million of transaction-related costs associated with the Time Warner Cable merger and divestiture transactions, as well as an increase in costs associated with the new food services contract entered into by our Comcast-Spectacor business. The increase was partially offset by $74 million of expense recorded in the prior year period associated with the final settlement of the terminated qualified pension plan that provided benefits to former AT&T Broadband employees.
Corporate and Other operating costs and expenses increased for the nine months ended September 30, 2014 compared to the same period in 2013 primarily due to company-wide branding initiatives, including initiatives associated with the 2014 Sochi Olympics, $138 million of transaction-related costs associated with the Time Warner Cable merger and divestiture transactions, and an increase in labor costs in our Comcast-Spectacor business.
Consolidated Other Income (Expense) Items, Net
The changes in investment income (loss), net for the three and nine months ended September 30, 2014 compared to the same periods in 2013 were primarily due to the $443 million gain related to the sale of our investment in Clearwire Corporation recorded in the prior year periods. The components of investment income (loss), net for the three and nine months ended September 30, 2014 and 2013 are presented in a table in Note 6 to Comcast’s condensed consolidated financial statements.
Equity in Net Income (Loss) of Investees, Net
The changes in equity in net income (loss) of investees, net for the three and nine months ended September 30, 2014 compared to the same periods in 2013 were primarily due to the $135 million of equity losses recorded in the prior year periods attributable to our investment in Hulu, LLC.
Other Income (Expense), Net
The changes in other income (expense), net for the three and nine months ended September 30, 2014 compared to the same periods in 2013 were primarily due to an impairment of $236 million of our equity method investment in, and loans to, a regional sports network based in Houston, Texas, which was recorded in the prior year periods. The remaining change in other income (expense), net for the nine months ended September 30, 2014 compared to the same period in 2013 was primarily due to a $108 million gain recognized in the prior year period related to our sale of wireless communications spectrum licenses and a $27 million favorable settlement of a contingency recognized in the current year period related to the AT&T Broadband transaction.
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Consolidated Income Tax Expense
Income tax expense for the three and nine months ended September 30, 2014 and 2013 reflects an effective income tax rate that differs from the federal statutory rate primarily due to adjustments associated with the accruals for uncertain tax positions. During the three months ended September 30, 2014, we reduced our accruals for uncertain tax positions and the related accrued interest on these tax positions that resulted in a decrease of $724 million in income tax expense, which excludes the benefits of uncertain tax positions for which we have been indemnified. See Note 10 for additional information on the changes in our accruals for uncertain tax positions and related interest on these tax positions. We expect our 2014 annual effective tax rate to be in the range of 31% to 33%, absent changes in tax laws or further changes in uncertain tax positions.
Consolidated Net (Income) Loss Attributable to Noncontrolling Interests and Redeemable Subsidiary Preferred Stock
The decrease in net (income) loss attributable to noncontrolling interests and redeemable subsidiary preferred stock for the nine months ended September 30, 2014 compared to the same period in 2013 was primarily due to our acquisition of General Electric Company’s remaining 49% common equity interest in NBCUniversal Holdings in March 2013.
Liquidity and Capital Resources
Our businesses generate significant cash flows from operating activities. We believe that we will be able to continue to meet our current and long-term liquidity and capital requirements, including fixed charges, through our cash flows from operating activities, existing cash, cash equivalents and investments, available borrowings under our existing credit facilities, and our ability to obtain future external financing. We anticipate that we will continue to use a substantial portion of our cash flows to meet our debt repayment obligations, to fund our capital expenditures, to invest in business opportunities and to return 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
The variance between changes in operating assets and liabilities for the nine months ended September 30, 2014 compared to the same period in 2013 was $926 million, of which approximately $900 million was related to the timing of film and television production and related costs, net of amortization. The remaining variance was primarily related to the recognition of deferred revenue associated with the broadcast of the 2014 Sochi Olympics in February 2014 offset by the timing of payments of our accounts payable.
The decrease in income tax payments for the nine months ended September 30, 2014 compared to the same period in 2013 was primarily due to lower tax payments in the first quarter of 2014 that related to 2013 compared to the prior year period. The decrease was also due to the settlement of tax disputes recorded in 2013 and a decrease in taxes on nonrecurring gains. The decreases were partially offset by higher taxable income from operations and the expiration of the economic stimulus legislation in 2014.
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Net cash used in investing activities for the nine months ended September 30, 2014 consisted primarily of cash paid for capital expenditures, intangible assets and acquisitions, which was partially offset by proceeds from the sale of investments. Capital expenditures increased for the nine months ended September 30, 2014 compared to the same period in 2013 primarily due to increased spending in our Cable Communications segment on customer premise equipment related to the deployment of our X1 platform and Cloud DVR technology, and our continued investment in network infrastructure to increase network capacity.
Net cash used in financing activities for the nine months ended September 30, 2014 consisted primarily of repayments of debt, repurchases of our common stock and dividend payments, which were partially offset by proceeds from new borrowings.
We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repurchases of our outstanding public notes and debentures, depending on various factors, such as market conditions.
Available Borrowings Under Credit Facilities
We maintain significant availability under our lines of credit and our commercial paper programs to meet our short-term liquidity requirements.
In February 2014, NBCUniversal Enterprise established a commercial paper program. The maximum borrowing capacity under this commercial paper program is $1.35 billion, and it is supported by NBCUniversal Enterprise’s existing $1.35 billion revolving credit facility due March 2018. The commercial paper program is fully and unconditionally guaranteed by us and the cable guarantors. The proceeds from NBCUniversal Enterprise’s issuance of commercial paper were used to repay $1.25 billion of borrowings outstanding under its revolving credit facility. As of September 30, 2014, NBCUniversal Enterprise had $910 million face amount of commercial paper outstanding.
As of September 30, 2014, amounts available under our consolidated revolving credit facilities, net of amounts outstanding under our commercial paper programs and undrawn letters of credit, totaled $6.4 billion, which included $440 million available under NBCUniversal Enterprise’s credit facility.
Share Repurchases and Dividends
In January 2014, our Board of Directors increased our share repurchase authorization to $7.5 billion, which does not have an expiration date. Under this authorization, we may repurchase shares in the open market or in private transactions. During the nine months ended September 30, 2014, we repurchased a total of 44 million shares of our Class A Special and Class A common stock for $2.25 billion. We expect to make $750 million more in repurchases during the remainder of 2014, subject to market conditions. In addition, because we and Time Warner Cable have received shareholder approval for the merger, we intend to repurchase an additional $2.5 billion of shares through the close of the Time Warner Cable merger in early 2015, subject to market conditions.
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In January 2014, our Board of Directors approved a 15% increase in our dividend to $0.90 per share on an annualized basis. In each of January, May and July 2014, our Board of Directors approved a quarterly dividend of $0.225 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.
Quarterly Dividends Declared
Three months ended March 31, 2014
Three months ended June 30, 2014
Three months ended September 30, 2014
Critical Accounting Judgments and Estimates
The preparation of our condensed consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe our judgments and related estimates associated with the valuation and impairment testing of our cable franchise rights, accounting for income taxes, 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, 2014 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 2013 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 2013 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 Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, 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.
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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 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 recent developments related to our legal proceedings. There have been no material developments in the matter reported in our 2013 Annual Report on Form 10-K regarding the California Attorney General and the Alameda County, California District Attorney’s investigation of certain of our waste disposal policies, procedures and practices.
NBCUniversal Media, LLC is subject to legal proceedings and claims that arise in the ordinary course of its business. It does not expect the final disposition of any 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 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 2013 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, 2014.
Purchases of Equity Securities
July 1-31, 2014
Comcast Class A
Comcast Class A Special
August 1-31, 2014
September 1-30, 2014
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In January 2014, our Board of Directors increased our share repurchase authorization to $7.5 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 $750 million more in repurchases during the remainder of 2014, subject to market conditions. We also intend to repurchase an additional $2.5 billion of shares through the close of the Time Warner Cable merger in early 2015, subject to market conditions.
The total number of shares purchased during the three months ended September 30, 2014 does not include any shares received in the administration of employee share-based compensation plans.
ITEM 6: EXHIBITS
Comcast
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, 2014, filed with the Securities and Exchange Commission on October 23, 2014, 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.
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, 2014, filed with the Securities and Exchange Commission on October 23, 2014, 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
Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
Date: October 23, 2014
NBCUNIVERSAL MEDIA, LLC
Senior Vice President
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Notes to Condensed Consolidated Financial Statements
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Property and equipment, net of accumulated depreciation of $2,051 and $1,599
Intangible assets, net of accumulated amortization of $4,430 and $4,003
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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Unrealized gains (losses) on marketable securities, net
Deferred gains (losses) on cash flow hedges, net
Employee benefit obligations, net
Currency translation adjustments, net
Comprehensive income (loss)
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
Redemption Transaction distribution
Distributions to noncontrolling interests
Distributions to member
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Compensation plans
Contributions from (distributions to) noncontrolling interests, net
Issuance of subsidiary shares to noncontrolling interests
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Unless indicated otherwise, throughout these notes to the condensed consolidated financial statements, we refer to NBCUniversal Media, LLC 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.
Note 3: 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 and, to a lesser extent, the sale of advertising and our owned programming, and we incur expenses primarily related to various support services provided by Comcast to us.
In 2013, as part of the Comcast cash management process, we and Comcast entered into a revolving credit agreement under which we can borrow up to $3 billion from Comcast and Comcast can borrow up to $3 billion
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from us. Amounts owed by us to Comcast under the revolving credit agreement, including accrued interest, are presented under the caption “note payable to Comcast” in our condensed consolidated balance sheet. The revolving credit agreement bears interest at floating rates equal to the interest rate under the Comcast and Comcast Cable Communications, LLC revolving credit facility (the “Comcast revolving credit facility”). The interest rate on the Comcast 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, 2014, the borrowing margin for our London Interbank Offered Rate-based borrowings was 1.00%.
In addition, Comcast is the counterparty to one of our contractual obligations. As of September 30, 2014, 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)
Distributions to NBCUniversal Holdings
In addition to the transactions above, we make distributions to NBCUniversal Holdings on a periodic basis to enable its owners to meet their obligations to pay taxes on taxable income generated by our businesses. We also make quarterly distributions to NBCUniversal Holdings to enable it to make its required quarterly payments to NBCUniversal Enterprise, Inc. (“NBCUniversal Enterprise”) at an initial annual rate of 8.25% on the $9.4 billion aggregate liquidation preference of preferred units. These distributions are presented under the caption “distributions to member” in our condensed consolidated statement of cash flows.
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Note 4: Film and Television Costs
Note 5: Investments
Noncurrent Investments
Note 6: Long-Term Debt
As of September 30, 2014, our debt, excluding the note payable to Comcast, had a carrying value of $10.3 billion and an estimated fair value of $11.3 billion. The estimated fair value of our publicly traded debt is based primarily 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.
In April 2014, we repaid $900 million aggregate principal amount of 2.10% senior notes due April 2014 at maturity.
Cross-Guarantee Structure
In 2013, we, Comcast and certain of Comcast’s 100% owned cable holding company subsidiaries (the “cable guarantors”) entered into a series of agreements and supplemental indentures to include us as a part of Comcast’s existing cross-guarantee structure. As members of the cross-guarantee structure, Comcast and the cable guarantors fully and unconditionally guarantee our public debt securities, and we fully and unconditionally guarantee all of Comcast’s and the cable guarantors’ public debt securities. As of September 30, 2014, we
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guaranteed $32.6 billion of outstanding debt securities of Comcast and the cable guarantors. We also fully and unconditionally guarantee the $6.25 billion Comcast revolving credit facility due 2017, of which no amounts were outstanding as of September 30, 2014.
We do not, however, guarantee the obligations of NBCUniversal Enterprise with respect to its $4 billion aggregate principal amount of senior notes, $1.35 billion revolving credit facility and associated commercial paper program, or $725 million liquidation preference of Series A cumulative preferred stock.
Note 7: 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). Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial instruments and their classification within the fair value hierarchy.
Our financial instruments that are accounted for at fair value on a recurring basis were not material for all periods presented, except for the liability associated with our contractual obligation. The estimated fair value of the contractual obligation is primarily based on certain expected future discounted cash flows, the determination of which involves the use of significant unobservable inputs. As the inputs used are not quoted market prices or observable inputs, we classify the contractual obligation as a Level 3 financial instrument.
The most significant unobservable inputs we use include our estimates of the future revenue we expect to generate from certain of our businesses. The discount rates used in the measurement of fair value were between 12% and 13% and are based on the underlying risk associated with our estimate of future revenue and the terms of the respective contract. The fair value adjustments to the contractual obligation are sensitive to the assumptions related to future revenue, as well as to current interest rates, and therefore, the adjustments are recorded to other income (expense), net in our condensed consolidated statement of income.
Changes in Contractual Obligation
Note 8: Share-Based Compensation
Comcast maintains share-based compensation plans that primarily consist of awards of stock options and restricted share units (“RSUs”) to certain employees and directors as part of its approach to long-term incentive compensation. Additionally, through Comcast’s employee stock purchase plans, employees are able to purchase shares of its 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 9: Supplemental Financial Information
Comprised of additions to our film and television cost assets of $7,188 million and $5,577 million, net of film and television cost amortization of $6,705 million and $5,945 million in 2014 and 2013, respectively.
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we acquired $194 million of property and equipment and intangible assets that were accrued but unpaid
Note 10: Financial Data by Business Segment
We present our operations in four reportable business segments:
Cable Networks(a)
Filmed Entertainment(a)
Headquarters and Other(b)
Eliminations(c)
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Beginning in 2014, Fandango, our movie ticketing and entertainment business that was previously presented in our Cable Networks segment, is now presented in the Filmed Entertainment segment to reflect the change in our current management reporting presentation. Due to immateriality, prior period amounts have not been adjusted. The change in presentation resulted in the reclassification of $195 million of goodwill from our Cable Networks segment to our Filmed Entertainment segment.
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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