SEC Filing | Comcast Corporation

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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, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to




Commission File Number	Exact Name of Registrant; State of Incorporation; Address and Telephone Number of Principal Executive Offices	I.R.S. Employer Identification No.
001-32871	COMCAST CORPORATION	27-0000798

Pennsylvania

One Comcast Center

Philadelphia, PA 19103-2838

(215) 286-1700



001-36438	NBCUNIVERSAL MEDIA, LLC	14-1682529

Delaware

30 Rockefeller Plaza

New York, NY 10112-0015

(212) 664-4444

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	CMCSA	NASDAQ Global Select Market
2.0% Exchangeable Subordinated Debentures due 2029	CCZ	New York Stock Exchange
5.50% Notes due 2029	CCGBP29	New York Stock Exchange
9.455% Guaranteed Notes due 2022	CMCSA/22	New York Stock Exchange

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	☒	No	☐
NBCUniversal Media, LLC	Yes	☒	No	☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).



Comcast Corporation	Yes	☒	No	☐
NBCUniversal Media, LLC	Yes	☒	No	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Comcast Corporation	Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐
NBCUniversal Media, LLC	Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Comcast Corporation	☐
NBCUniversal Media, LLC	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).



Comcast Corporation	Yes	☐	No	☒
NBCUniversal Media, LLC	Yes	☐	No	☒

Indicate the number of shares outstanding of each of the registrant’s classes of stock, as of the latest practicable date:

As of September 30, 2019, there were 4,539,805,879 shares of Comcast Corporation Class A common stock and 9,444,375 shares of 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



		Page Number
PART I. FINANCIAL INFORMATION
Item 1.	Comcast Corporation Financial Statements	1
	Condensed Consolidated Statement of Income (Unaudited)	1
	Condensed Consolidated Statement of Comprehensive Income (Unaudited)	2
	Condensed Consolidated Statement of Cash Flows (Unaudited)	3
	Condensed Consolidated Balance Sheet (Unaudited)	4
	Condensed Consolidated Statement of Changes in Equity (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	47
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 6.	Exhibits	49
SIGNATURES		50
NBCUniversal Media, LLC Financial Statements		51

Explanatory Note

This Quarterly Report on Form 10-Q is a combined report being filed separately by Comcast Corporation (“Comcast”) and NBCUniversal Media, LLC (“NBCUniversal”). Comcast owns all of the common equity interests in NBCUniversal, and NBCUniversal meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing its information within this Form 10-Q with the reduced disclosure format. Each of Comcast and NBCUniversal is filing on its own behalf the information contained in this report that relates to itself, and neither company makes any representation as to information relating to the other company. Where information or an explanation is provided that is substantially the same for each company, such information or explanation has been combined in this report. Where information or an explanation is not substantially the same for each company, separate information and explanation has been provided. In addition, separate condensed consolidated financial statements for each company, along with notes to the condensed consolidated financial statements, are included in this report.

Unless indicated otherwise, throughout this Quarterly Report on Form 10-Q, we refer to Comcast and its consolidated subsidiaries, including NBCUniversal and its consolidated subsidiaries, as “we,” “us” and “our;” Comcast Cable Communications, LLC and its consolidated subsidiaries as “Comcast Cable;” Comcast Holdings Corporation as “Comcast Holdings;” NBCUniversal, LLC as “NBCUniversal Holdings;” NBCUniversal Enterprise, Inc. as “NBCUniversal Enterprise;” and Sky Limited and its consolidated subsidiaries as “Sky.”

This Quarterly Report on Form 10-Q is for the three and nine months ended September 30, 2019. This Quarterly Report on Form 10-Q modifies and supersedes documents filed before it. The Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report on Form 10-Q. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report on Form 10-Q.

You should carefully review the information contained in this Quarterly Report on Form 10-Q and particularly consider any risk factors set forth in this Quarterly Report on Form 10-Q and in other reports or documents that we file from time to time with the SEC. In this Quarterly Report on Form 10-Q, 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 these words, and other comparable words. You should be aware that these statements are only our predictions. In evaluating these statements, you should consider various factors, including

the risks outlined below and in other reports we file with the SEC. Actual events or our actual results could differ materially from our forward-looking statements as a result of any such factors, which could adversely affect our businesses, results of operations or financial condition. 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 online video distribution platforms for viewing content could adversely affect our businesses and challenge existing business models


•	a decline in advertisers’ expenditures or changes in advertising markets could negatively impact our businesses


•	our businesses depend on keeping pace with technological developments


•	we are subject to regulation by federal, state, local and foreign authorities, which impose additional costs and restrictions on our businesses


•	programming expenses for our video services are increasing, which could adversely affect Cable Communications’ and Sky’s video businesses


•	NBCUniversal’s and Sky’s success depends on consumer acceptance of their content, and their businesses may be adversely affected if their 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 our businesses


•	less favorable regulation, the loss of Sky’s transmission agreements with satellite or telecommunications providers or the renewal of these agreements on less favorable terms, could adversely affect Sky’s businesses


•	the loss of Sky’s wholesale distribution agreements with traditional multichannel video providers could adversely affect Sky’s businesses


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


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


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


•	weak economic conditions may have a negative impact on our businesses


•	acquisitions, including our acquisition of Sky, and other strategic initiatives present many risks, and we may not realize the financial and strategic goals that we had contemplated


•	unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures


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


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


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


•	our Class B common stock has substantial voting rights and separate approval rights over several potentially material transactions, and our Chairman and CEO has considerable influence over our company through his beneficial ownership of our Class B common stock

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

Comcast Corporation

Condensed Consolidated Statement of Income

(Unaudited)



	Three Months Ended September 30						Nine Months Ended September 30
(in millions, except per share data)	2019			2018			2019			2018
Revenue	$	26,827		$	22,135		$	80,544		$	66,661
Costs and Expenses:
Programming and production	8,316			6,711			25,140			20,440
Other operating and administrative	8,090			6,444			24,076			19,323
Advertising, marketing and promotion	1,901			1,667			5,674			4,924
Depreciation	2,124			2,038			6,561			6,070
Amortization	1,056			580			3,215			1,750
Other operating gains	—			(141		)	—			(341		)
Total costs and expenses	21,487			17,299			64,666			52,166
Operating income	5,340			4,836			15,878			14,495
Interest expense	(1,167		)	(830		)	(3,454		)	(2,413		)
Investment and other income (loss), net	(110		)	(111		)	511			92
Income before income taxes	4,063			3,895			12,935			12,174
Income tax expense	(775		)	(999		)	(2,812		)	(2,894		)
Net income	3,288			2,896			10,123			9,280
Less: Net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock	71			10			228			60
Net income attributable to Comcast Corporation	$	3,217		$	2,886		$	9,895		$	9,220
Basic earnings per common share attributable to Comcast Corporation shareholders	$	0.71		$	0.63		$	2.18		$	2.00
Diluted earnings per common share attributable to Comcast Corporation shareholders	$	0.70		$	0.62		$	2.15		$	1.98

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Comcast Corporation

Condensed Consolidated Statement of Comprehensive Income

(Unaudited)



	Three Months Ended September 30						Nine Months Ended September 30
(in millions)	2019			2018			2019			2018
Net income	$	3,288		$	2,896		$	10,123		$	9,280
Unrealized gains (losses) on marketable securities, net of deferred taxes of $—, $(1), $— and $(1)	2			2			4			—
Deferred gains (losses) on cash flow hedges, net of deferred taxes of $(35), $5, $(24) and $8	82			(15		)	146			(26		)
Amounts reclassified to net income:
Realized (gains) losses on cash flow hedges, net of deferred taxes of $11, $(5), $7 and $(13)	(52		)	17			(39		)	43
Employee benefit obligations, net of deferred taxes of $3, $2, $8 and $7	(8		)	(8		)	(24		)	(24		)
Currency translation adjustments, net of deferred taxes of $(80), $25, $(98) and $22	(1,144		)	(103		)	(903		)	(119		)
Comprehensive income	2,168			2,789			9,307			9,154
Less: Net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock	71			10			228			60
Less: Other comprehensive income (loss) attributable to noncontrolling interests	(23		)	(20		)	(25		)	(45		)
Comprehensive income attributable to Comcast Corporation	$	2,120		$	2,799		$	9,104		$	9,139

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Comcast Corporation

Condensed Consolidated Statement of Cash Flows

(Unaudited)



	Nine Months Ended September 30
(in millions)	2019			2018
Operating Activities
Net income	$	10,123		$	9,280
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other operating gains	9,776			7,479
Share-based compensation	790			607
Noncash interest expense (income), net	310			289
Net (gain) loss on investment activity and other	(166		)	118
Deferred income taxes	468			877
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Current and noncurrent receivables, net	360			(225		)
Film and television costs, net	(321		)	64
Accounts payable and accrued expenses related to trade creditors	(1,149		)	(85		)
Other operating assets and liabilities	(729		)	103
Net cash provided by operating activities	19,462			18,507
Investing Activities
Capital expenditures	(6,866		)	(6,607		)
Cash paid for intangible assets	(1,686		)	(1,375		)
Acquisitions and construction of real estate properties	(40		)	(129		)
Construction of Universal Beijing Resort	(736		)	(257		)
Acquisitions, net of cash acquired	(181		)	(88		)
Proceeds from sales of businesses and investments	208			127
Purchases of investments	(1,697		)	(840		)
Other	86			579
Net cash provided by (used in) investing activities	(10,912		)	(8,590		)
Financing Activities
Proceeds from (repayments of) short-term borrowings, net	(1,288		)	2,909
Proceeds from borrowings	516			9,850
Proceeds from collateralized obligation	5,175			—
Repurchases and repayments of debt	(9,975		)	(4,405		)
Repurchases of common stock under repurchase program and employee plans	(432		)	(4,282		)
Dividends paid	(2,778		)	(2,487		)
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock	(235		)	(209		)
Other	191			(242		)
Net cash provided by (used in) financing activities	(8,826		)	1,134
Impact of foreign currency on cash, cash equivalents and restricted cash	(31		)	—
Increase (decrease) in cash, cash equivalents and restricted cash	(307		)	11,051
Cash, cash equivalents and restricted cash, beginning of period	3,909			3,571
Cash, cash equivalents and restricted cash, end of period	$	3,602		$	14,622

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Comcast Corporation

Condensed Consolidated Balance Sheet

(Unaudited)



(in millions, except share data)	September 30, 2019			December 31, 2018
Assets
Current Assets:
Cash and cash equivalents	$	3,507		$	3,814
Receivables, net	10,684			11,104
Programming rights	3,457			3,746
Other current assets	4,675			3,184
Total current assets	22,323			21,848
Film and television costs	8,647			7,837
Investments	7,473			7,883
Investment securing collateralized obligation	816			—
Property and equipment, net of accumulated depreciation of $52,983 and $51,306	46,790			44,437
Franchise rights	59,365			59,365
Goodwill	66,913			66,154
Other intangible assets, net of accumulated amortization of $16,764 and $14,194	35,164			38,358
Other noncurrent assets, net	8,883			5,802
Total assets	$	256,374		$	251,684
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses related to trade creditors	$	10,198		$	8,494
Accrued participations and residuals	1,615			1,808
Deferred revenue	2,944			2,182
Accrued expenses and other current liabilities	10,193			10,721
Current portion of long-term debt	1,039			4,398
Total current liabilities	25,989			27,603
Long-term debt, less current portion	99,847			107,345
Collateralized obligation	5,165			—
Deferred income taxes	27,992			27,589
Other noncurrent liabilities	16,853			15,329
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests and redeemable subsidiary preferred stock	1,368			1,316
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, 5,412,596,907 and 5,389,309,175; outstanding, 4,539,805,879 and 4,516,518,147	54			54
Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding, 9,444,375	—			—
Additional paid-in capital	38,196			37,461
Retained earnings	48,570			41,983
Treasury stock, 872,791,028 Class A common shares	(7,517		)	(7,517		)
Accumulated other comprehensive income (loss)	(1,159		)	(368		)
Total Comcast Corporation shareholders’ equity	78,144			71,613
Noncontrolling interests	1,016			889
Total equity	79,160			72,502
Total liabilities and equity	$	256,374		$	251,684

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Comcast Corporation

Condensed Consolidated Statement of Changes in Equity

(Unaudited)



	Three Months Ended September 30						Nine Months Ended September 30
(in millions, except per share data)	2019			2018			2019			2018
Redeemable Noncontrolling Interests and Redeemable Subsidiary Preferred Stock
Balance, beginning of period	$	1,329		$	1,343		$	1,316		$	1,357
Contributions from (distributions to) noncontrolling interests, net	(12		)	(11		)	(49		)	(42		)
Other	(9		)	(11		)	(28		)	(35		)
Net income (loss)	60			(4		)	129			37
Balance, end of period	$	1,368		$	1,317		$	1,368		$	1,317

Class A common stock
Balance, beginning of period	$	54		$	54		$	54		$	55
Repurchases of common stock under repurchase program and employee plans	—			—			—			(1		)
Balance, end of period	$	54		$	54		$	54		$	54

Additional Paid-In Capital
Balance, beginning of period	$	37,950		$	37,427		$	37,461		$	37,497
Stock compensation plans	193			144			604			434
Repurchases of common stock under repurchase program and employee plans	6			(228		)	(39		)	(757		)
Employee stock purchase plans	51			49			166			161
Other	(4		)	2			4			59
Balance, end of period	$	38,196		$	37,394		$	38,196		$	37,394

Retained Earnings
Balance, beginning of period	$	46,425		$	40,269		$	41,983		$	38,202
Cumulative effects of adoption of accounting standards	—			—			—			(43		)
Repurchases of common stock under repurchase program and employee plans	(101		)	(1,064		)	(406		)	(3,530		)
Dividends declared	(965		)	(871		)	(2,893		)	(2,631		)
Other	(6		)	(2		)	(9		)	—
Net income (loss)	3,217			2,886			9,895			9,220
Balance, end of period	$	48,570		$	41,218		$	48,570		$	41,218

Treasury Stock at Cost
Balance, beginning of period	$	(7,517	)	$	(7,517	)	$	(7,517	)	$	(7,517	)
Balance, end of period	$	(7,517	)	$	(7,517	)	$	(7,517	)	$	(7,517	)

Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period	$	(62	)	$	461		$	(368	)	$	379
Cumulative effects of adoption of accounting standards	—			—			—			76
Other comprehensive income (loss)	(1,097		)	(87		)	(791		)	(81		)
Balance, end of period	$	(1,159	)	$	374		$	(1,159	)	$	374

Noncontrolling Interests
Balance, beginning of period	$	980		$	1,049		$	889		$	843
Other comprehensive income (loss)	(22		)	(20		)	(24		)	(45		)
Contributions from (distributions to) noncontrolling interests, net	50			(40		)	66			277
Other	(3		)	(181		)	(14		)	(276		)
Net income (loss)	11			14			99			23
Balance, end of period	$	1,016		$	822		$	1,016		$	822

Total equity	$	79,160		$	72,345		$	79,160		$	72,345

Cash dividends declared per common share	$	0.21		$	0.19		$	0.63		$	0.57

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Comcast Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Condensed Consolidated Financial Statements

Business and 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, cash flows and financial condition for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.

The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). For a more complete discussion of our accounting policies and certain other information, refer to our consolidated financial statements included in our 2018 Annual Report on Form 10-K and the notes within this Form 10-Q.

In the fourth quarter of 2018, we acquired a 100% interest in Sky through a series of transactions, for total cash consideration of £30.2 billion (approximately $39.4 billion using the exchange rates on the purchase dates). See Note 6 for additional information on the transaction.

Reclassifications

Reclassifications have been made to our condensed consolidated financial statements for the prior year periods to conform to classifications used in 2019. See Note 7 for a discussion of the effects of the adoption of new accounting pronouncements on our condensed consolidated financial statements.

Note 2: Segment Information

We present our operations in six reportable business segments: (1) Comcast Cable in one reportable business segment, referred to as Cable Communications; (2) NBCUniversal in four reportable business segments: Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks (collectively, the “NBCUniversal segments”); and (3) Sky in one reportable business segment.

Our Cable Communications segment consists of the operations of Comcast Cable, which is one of the nation’s largest providers of high-speed internet, video, voice, wireless, and security and automation services (“cable services”) to residential customers under the Xfinity brand; we also provide these and other services to business customers and sell advertising.

Our Cable Networks segment consists primarily of our national cable networks that provide a variety of entertainment, news and information, and sports content; our regional sports and news networks; our international cable networks; our cable television studio production operations and various digital properties.

Our Broadcast Television segment consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local broadcast television stations, the NBC Universo national cable network, our broadcast television studio production operations, and various digital properties.

Our Filmed Entertainment segment consists primarily of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment worldwide; our films are also produced under the Illumination, DreamWorks Animation and Focus Features names.

Our Theme Parks segment consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. In addition, along with a consortium of Chinese state-owned companies, we are developing a Universal theme park and resort in Beijing, China.

Our Sky segment consists of the operations of Sky, one of Europe’s leading entertainment companies, which primarily includes a direct-to-consumer business, providing video, high-speed internet, voice and wireless phone services, and a content business, operating entertainment networks, the Sky News broadcast network and Sky Sports networks.

We use Adjusted EBITDA to evaluate the profitability of our operating segments and the components of net income attributable to Comcast Corporation excluded from Adjusted EBITDA are not separately evaluated. Beginning in the first quarter of 2019, Comcast Cable’s wireless phone service and certain other Cable-related business development initiatives are now presented in the Cable Communications segment. Results were previously presented in Corporate and Other. Prior periods have been adjusted to reflect this presentation. To be consistent with our current management reporting presentation, certain 2018 operating results were reclassified related to certain NBCUniversal businesses now presented in the Sky segment. Our financial data by business segment is presented in the tables below.

Table of Contents

Comcast Corporation

Three Months Ended September 30, 2019

(in millions)

Revenue

Adjusted EBITDA^(d)

Depreciation and Amortization

Capital
Expenditures

Cash Paid for Intangible Assets

Cable Communications

14,584

5,801