Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2019
Or
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c | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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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 | |
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001-36438 | NBCUNIVERSAL MEDIA, LLC | 14-1682529 |
| 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.
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| Comcast Corporation | | Yes | x | | No | c | |
| NBCUniversal Media, LLC | | Yes | x | | No | c | |
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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).
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| Comcast Corporation | | Yes | x | | No | c | |
| NBCUniversal Media, LLC | | Yes | x | | No | c | |
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.
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Comcast Corporation | Large accelerated filer | x | Accelerated filer | c | Non-accelerated filer | c | Smaller reporting company | c | Emerging growth company | c |
NBCUniversal Media, LLC | Large accelerated filer | c | Accelerated filer | c | Non-accelerated filer | x | Smaller reporting company | c | Emerging growth company | c |
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.
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Comcast Corporation | c |
NBCUniversal Media, LLC | c |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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| Comcast Corporation | | Yes | c | | No | x | |
| NBCUniversal Media, LLC | | Yes | c | | No | x | |
Indicate the number of shares outstanding of each of the registrant’s classes of stock, as of the latest practicable date:
As of March 31, 2019, there were 4,529,070,833 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
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Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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Item 1. | | |
Item 1A. | | |
Item 5. | | |
Item 6. | | |
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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 months ended March 31, 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:
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• | 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 |
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• | changes in consumer behavior driven by online video distribution platforms for viewing content could adversely affect our businesses and challenge existing business models |
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• | a decline in advertisers’ expenditures or changes in advertising markets could negatively impact our businesses |
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• | our businesses depend on keeping pace with technological developments |
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• | we are subject to regulation by federal, state, local and foreign authorities, which impose additional costs and restrictions on our businesses |
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• | programming expenses for our video services are increasing, which could adversely affect Cable Communications’ and Sky’s video businesses |
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• | 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 |
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• | the loss of NBCUniversal’s programming distribution agreements, or the renewal of these agreements on less favorable terms, could adversely affect our businesses |
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• | 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 |
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• | the loss of Sky’s wholesale distribution agreements with traditional multichannel video providers could adversely affect Sky’s businesses |
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• | 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 |
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• | our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others |
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• | we may be unable to obtain necessary hardware, software and operational support |
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• | weak economic conditions may have a negative impact on our businesses |
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• | 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 |
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• | unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures |
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• | labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses |
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• | the loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses |
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• | we face risks relating to doing business internationally that could adversely affect our businesses |
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• | 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
Comcast Corporation
Condensed Consolidated Statement of Income
(Unaudited)
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| | | | | | | |
| Three Months Ended March 31 |
(in millions, except per share data) | 2019 | | 2018 |
Revenue | $ | 26,859 |
| | $ | 22,791 |
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Costs and Expenses: | | | |
Programming and production | 8,569 |
| | 7,429 |
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Other operating and administrative | 7,900 |
| | 6,514 |
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Advertising, marketing and promotion | 1,888 |
| | 1,604 |
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Depreciation | 2,240 |
| | 2,011 |
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Amortization | 1,080 |
| | 588 |
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Total costs and expenses | 21,677 |
| | 18,146 |
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Operating income | 5,182 |
| | 4,645 |
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Interest expense | (1,150 | ) | | (777 | ) |
Investment and other income (loss), net | 676 |
| | 126 |
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Income before income taxes | 4,708 |
| | 3,994 |
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Income tax expense | (1,076 | ) | | (818 | ) |
Net income | 3,632 |
| | 3,176 |
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Less: Net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock | 79 |
| | 58 |
|
Net income attributable to Comcast Corporation | $ | 3,553 |
| | $ | 3,118 |
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Basic earnings per common share attributable to Comcast Corporation shareholders | $ | 0.78 |
| | $ | 0.67 |
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Diluted earnings per common share attributable to Comcast Corporation shareholders | $ | 0.77 |
| | $ | 0.66 |
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See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Statement of Comprehensive Income
(Unaudited)
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| Three Months Ended March 31 |
(in millions) | 2019 | | 2018 |
Net income | $ | 3,632 |
| | $ | 3,176 |
|
Unrealized gains (losses) on marketable securities, net of deferred taxes of $— and $— | 1 |
| | (1 | ) |
Deferred gains (losses) on cash flow hedges, net of deferred taxes of $9 and $(9) | (59 | ) | | 29 |
|
Amounts reclassified to net income: | | | |
Realized (gains) losses on cash flow hedges, net of deferred taxes of $(11) and $6 | 58 |
| | (20 | ) |
Employee benefit obligations, net of deferred taxes of $3 and $2 | (7 | ) | | (8 | ) |
Currency translation adjustments, net of deferred taxes of $(12) and $(47) | 807 |
| | 157 |
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Comprehensive income | 4,432 |
| | 3,333 |
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Less: Net income attributable to noncontrolling interests and redeemable subsidiary preferred stock | 79 |
| | 58 |
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Less: Other comprehensive income (loss) attributable to noncontrolling interests | 10 |
| | 4 |
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Comprehensive income attributable to Comcast Corporation | $ | 4,343 |
| | $ | 3,271 |
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See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Statement of Cash Flows
(Unaudited)
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| Three Months Ended March 31 |
(in millions) | 2019 | | 2018 |
Operating Activities | | | |
Net income | $ | 3,632 |
| | $ | 3,176 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and amortization | 3,320 |
| | 2,599 |
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Share-based compensation | 245 |
| | 199 |
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Noncash interest expense (income), net | 77 |
| | 75 |
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Net (gain) loss on investment activity and other | (498 | ) | | (74 | ) |
Deferred income taxes | 271 |
| | 389 |
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Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | | | |
Current and noncurrent receivables, net | 449 |
| | 85 |
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Film and television costs, net | 559 |
| | (45 | ) |
Accounts payable and accrued expenses related to trade creditors | (574 | ) | | 200 |
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Other operating assets and liabilities | (250 | ) | | (1,130 | ) |
Net cash provided by operating activities | 7,231 |
| | 5,474 |
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Investing Activities | | | |
Capital expenditures | (2,092 | ) | | (1,973 | ) |
Cash paid for intangible assets | (547 | ) | | (419 | ) |
Acquisitions and construction of real estate properties | (16 | ) | | (59 | ) |
Construction of Universal Beijing Resort | (220 | ) | | (42 | ) |
Acquisitions, net of cash acquired | (48 | ) | | (89 | ) |
Proceeds from sales of investments | 37 |
| | 81 |
|
Purchases of investments | (439 | ) | | (220 | ) |
Other | 99 |
| | 429 |
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Net cash provided by (used in) investing activities | (3,226 | ) | | (2,292 | ) |
Financing Activities | | | |
Proceeds from (repayments of) short-term borrowings, net | (1,288 | ) | | (902 | ) |
Proceeds from borrowings | 222 |
| | 4,043 |
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Repurchases and repayments of debt | (2,084 | ) | | (1,265 | ) |
Repurchases of common stock under repurchase program and employee plans | (247 | ) | | (1,729 | ) |
Dividends paid | (869 | ) | | (738 | ) |
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock | (85 | ) | | (79 | ) |
Other | 26 |
| | 94 |
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Net cash provided by (used in) financing activities | (4,325 | ) | | (576 | ) |
Impact of foreign currency on cash, cash equivalents and restricted cash | 8 |
| | — |
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Increase (decrease) in cash, cash equivalents and restricted cash | (312 | ) | | 2,606 |
|
Cash, cash equivalents and restricted cash, beginning of period | 3,909 |
| | 3,571 |
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Cash, cash equivalents and restricted cash, end of period | $ | 3,597 |
| | $ | 6,177 |
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See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Balance Sheet
(Unaudited) |
| | | | | | | |
(in millions, except share data) | March 31, 2019 | | December 31, 2018 |
Assets | | | |
Current Assets: | | | |
Cash and cash equivalents | $ | 3,498 |
| | $ | 3,814 |
|
Receivables, net | 10,736 |
| | 11,104 |
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Programming rights | 2,942 |
| | 3,746 |
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Other current assets | 3,097 |
| | 3,184 |
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Total current assets | 20,273 |
| | 21,848 |
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Film and television costs | 8,051 |
| | 7,837 |
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Investments | 9,159 |
| | 7,883 |
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Property and equipment, net of accumulated depreciation of $51,932 and $51,306 | 45,721 |
| | 44,437 |
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Franchise rights | 59,365 |
| | 59,365 |
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Goodwill | 68,073 |
| | 66,154 |
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Other intangible assets, net of accumulated amortization of $15,042 and $14,194 | 36,902 |
| | 38,358 |
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Other noncurrent assets, net | 8,645 |
| | 5,802 |
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Total assets | $ | 256,189 |
| | $ | 251,684 |
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Liabilities and Equity | | | |
Current Liabilities: | | | |
Accounts payable and accrued expenses related to trade creditors | $ | 10,232 |
| | $ | 8,494 |
|
Accrued participations and residuals | 1,739 |
| | 1,808 |
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Deferred revenue | 2,485 |
| | 2,182 |
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Accrued expenses and other current liabilities | 8,832 |
| | 10,721 |
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Current portion of long-term debt | 4,629 |
| | 4,398 |
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Total current liabilities | 27,917 |
| | 27,603 |
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Long-term debt, less current portion | 104,464 |
| | 107,345 |
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Deferred income taxes | 27,819 |
| | 27,589 |
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Other noncurrent liabilities | 18,811 |
| | 15,329 |
|
Commitments and contingencies (Note 11) |
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Redeemable noncontrolling interests and redeemable subsidiary preferred stock | 1,316 |
| | 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, 5,401,861,861 and 5,389,309,175; outstanding, 4,529,070,833 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 | 37,621 |
| | 37,461 |
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Retained earnings | 44,379 |
| | 41,983 |
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Treasury stock, 872,791,028 Class A common shares | (7,517 | ) | | (7,517 | ) |
Accumulated other comprehensive income (loss) | 422 |
| | (368 | ) |
Total Comcast Corporation shareholders’ equity | 74,959 |
| | 71,613 |
|
Noncontrolling interests | 903 |
| | 889 |
|
Total equity | 75,862 |
| | 72,502 |
|
Total liabilities and equity | $ | 256,189 |
| | $ | 251,684 |
|
See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Statement of Changes in Equity
(Unaudited)
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Redeemable Noncontrolling Interests and Redeemable Subsidiary Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock at Cost | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests | Total Equity |
(in millions, except per share data) | A | B |
Balance, December 31, 2017 | $ | 1,357 |
| $ | 55 |
| $ | — |
| $ | 37,497 |
| $ | 38,202 |
| $ | (7,517 | ) | $ | 379 |
| $ | 843 |
| $ | 69,459 |
|
Cumulative effects of adoption of accounting standards | | | | | (43 | ) | | 76 |
| | 33 |
|
Stock compensation plans | | | | 127 |
| | | | | 127 |
|
Repurchases of common stock under repurchase program and employee plans | | | | (294 | ) | (1,432 | ) | | | | (1,726 | ) |
Employee stock purchase plans | | | | 48 |
| | | | | 48 |
|
Dividends declared ($0.19 per common share) | | | | | (884 | ) | | | | (884 | ) |
Other comprehensive income (loss) | | | | | | | 153 |
| 4 |
| 157 |
|
Contributions from (distributions to) noncontrolling interests, net | (17 | ) | | | | | | | 350 |
| 350 |
|
Other | (10 | ) | | | (3 | ) | | | | (3 | ) | (6 | ) |
Net income (loss) | 24 |
| | | | 3,118 |
| | | 34 |
| 3,152 |
|
Balance, March 31, 2018 | $ | 1,354 |
| $ | 55 |
| $ | — |
| $ | 37,375 |
| $ | 38,961 |
| $ | (7,517 | ) | $ | 608 |
| $ | 1,228 |
| $ | 70,710 |
|
Balance, December 31, 2018 | $ | 1,316 |
| $ | 54 |
| $ | — |
| $ | 37,461 |
| $ | 41,983 |
| $ | (7,517 | ) | $ | (368 | ) | $ | 889 |
| $ | 72,502 |
|
Stock compensation plans | | | | 174 |
| | | | | 174 |
|
Repurchases of common stock under repurchase program and employee plans | | | | (62 | ) | (193 | ) | | | | (255 | ) |
Employee stock purchase plans | | | | 48 |
| | | | | 48 |
|
Dividends declared ($0.21 per common share) | | | | | (964 | ) | | | | (964 | ) |
Other comprehensive income (loss) | | | | | | | 790 |
| 10 |
| 800 |
|
Contributions from (distributions to) noncontrolling interests, net | (20 | ) | | | | | | | (46 | ) | (46 | ) |
Other | (8 | ) | | | | | | | (1 | ) | (1 | ) |
Net income (loss) | 28 |
| | | | 3,553 |
| | | 51 |
| 3,604 |
|
Balance, March 31, 2019 | $ | 1,316 |
| $ | 54 |
| $ | — |
| $ | 37,621 |
| $ | 44,379 |
| $ | (7,517 | ) | $ | 422 |
| $ | 903 |
| $ | 75,862 |
|
See accompanying notes to condensed consolidated financial statements.
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 period 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.
Our other business interests consist primarily of the operations of Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania.
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.
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| Three Months Ended March 31, 2019 |
(in millions) | Revenue | Adjusted EBITDA(d) | Depreciation and Amortization | Capital Expenditures | Cash Paid for Intangible Assets |
Cable Communications | $ | 14,280 |
| $ | 5,728 |
| $ | 2,035 |
| $ | 1,363 |
| $ | 323 |
|
NBCUniversal | | | | |
|
Cable Networks | 2,868 |
| 1,262 |
| 182 |
| 6 |
| 2 |
|
Broadcast Television | 2,467 |
| 387 |
| 39 |
| 13 |
| 3 |
|
Filmed Entertainment | 1,768 |
| 364 |
| 19 |
| 4 |
| 5 |
|
Theme Parks | 1,276 |
| 498 |
| 162 |
| 394 |
| 19 |
|
Headquarters and Other(a) | 17 |
| (174 | ) | 113 |
| 36 |
| 42 |
|
Eliminations(b) | (83 | ) | — |
| — |
| — |
| — |
|
NBCUniversal | 8,313 |
| 2,337 |
| 515 |
| 453 |
| 71 |
|
Sky | 4,797 |
| 663 |
| 741 |
| 259 |
| 151 |
|
Corporate and Other(c) | 108 |
| (187 | ) | 29 |
| 17 |
| 2 |
|
Eliminations(b) | (639 | ) | 12 |
| — |
| — |
| — |
|
Comcast Consolidated | $ | 26,859 |
| $ | 8,553 |
| $ | 3,320 |
| $ | 2,092 |
| $ | 547 |
|
|
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2018 |
(in millions) | Revenue | Adjusted EBITDA(d) | Depreciation and Amortization | Capital Expenditures | Cash Paid for Intangible Assets |
Cable Communications | $ | 13,703 |
| $ | 5,217 |
| $ | 2,061 |
| $ | 1,691 |
| $ | 287 |
|
NBCUniversal | | | | |
|
Cable Networks(e) | 3,157 |
| 1,254 |
| 189 |
| 3 |
| 4 |
|
Broadcast Television(e) | 3,497 |
| 507 |
| 34 |
| 30 |
| 72 |
|
Filmed Entertainment | 1,647 |
| 203 |
| 28 |
| 7 |
| 6 |
|
Theme Parks | 1,281 |
| 495 |
| 155 |
| 182 |
| 16 |
|
Headquarters and Other(a) | 14 |
| (188 | ) | 104 |
| 47 |
| 32 |
|
Eliminations(b)(e) | (99 | ) | — |
| — |
| — |
| — |
|
NBCUniversal | 9,497 |
| 2,271 |
| 510 |
| 269 |
| 130 |
|
Corporate and Other(c) | 243 |
| (185 | ) | 28 |
| 13 |
| 2 |
|
Eliminations(b)(e) | (652 | ) | (59 | ) | — |
| — |
| — |
|
Comcast Consolidated | $ | 22,791 |
| $ | 7,244 |
| $ | 2,599 |
| $ | 1,973 |
| $ | 419 |
|
| |
(a) | NBCUniversal Headquarters and Other activities include costs associated with overhead, allocations, personnel costs and headquarter initiatives. |
| |
(b) | Included in Eliminations are transactions that our segments enter into with one another. The most common types of transactions are the following: |
| |
• | our Cable Networks segment generates revenue by selling programming to our Cable Communications segment, which represents a substantial majority of the revenue elimination amount |
| |
• | our Broadcast Television segment generates revenue from the fees received under retransmission consent agreements with our Cable Communications segment |
| |
• | our Cable Communications segment generates revenue by selling advertising and by selling the use of satellite feeds to our Cable Networks segment |
| |
• | our Cable Networks and Broadcast Television segments generate revenue by selling advertising to our Cable Communications segment |
| |
• | our Filmed Entertainment and Broadcast Television segments generate revenue by licensing content to our Cable Networks segment; for segment reporting, this revenue is recognized as the programming rights asset for the licensed content is amortized based on third party revenue |
| |
• | our Filmed Entertainment, Cable Networks and Broadcast Television segments generate revenue by licensing content to our Sky segment |
| |
(c) | Corporate and Other activities include costs associated with overhead and personnel, revenue and expenses associated with operations of Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena in Philadelphia, Pennsylvania, as well as other business development initiatives. |
| |
(d) | We use Adjusted EBITDA as the measure of profit or loss for our operating segments. Adjusted EBITDA is defined as net income attributable to Comcast Corporation before net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related |
to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time we may exclude from Adjusted EBITDA the impact of certain events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated income before income taxes is presented in the table below.
|
| | | | | | | |
| Three Months Ended March 31 |
(in millions) | 2019 | | 2018 |
Adjusted EBITDA | $ | 8,553 |
| | $ | 7,244 |
|
Adjustment for Sky transaction-related costs | (51 | ) | | — |
|
Depreciation | (2,240 | ) | | (2,011 | ) |
Amortization | (1,080 | ) | | (588 | ) |
Interest expense | (1,150 | ) | | (777 | ) |
Investment and other income (loss), net | 676 |
| | 126 |
|
Income before income taxes | $ | 4,708 |
| | $ | 3,994 |
|
| |
(e) | The revenue and operating costs and expenses associated with our broadcast of the 2018 PyeongChang Olympics were reported in our Cable Networks and Broadcast Television segments. The revenue and operating costs and expenses associated with our broadcast of the 2018 Super Bowl were reported in our Broadcast Television segment. Included in Eliminations are transactions relating to these events that our Broadcast Television and Cable Networks segments enter into with our other segments. |
Note 3: Revenue
|
| | | | | | | |
| Three Months Ended March 31 |
(in millions) | 2019 | | 2018 |
Residential: | | | |
High-speed internet | $ | 4,577 |
| | $ | 4,157 |
|
Video | 5,628 |
| | 5,659 |
|
Voice | 990 |
| | 1,006 |
|
Wireless | 225 |
| | 185 |
|
Business services | 1,891 |
| | 1,726 |
|
Advertising | 556 |
| | 582 |
|
Other | 413 |
| | 388 |
|
Total Cable Communications(a)(b) | 14,280 |
| | 13,703 |
|
| | | |
Distribution | 1,735 |
| | 1,861 |
|
Advertising | 852 |
| | 977 |
|
Content licensing and other | 281 |
| | 319 |
|
Total Cable Networks | 2,868 |
| | 3,157 |
|
| | | |
Advertising | 1,317 |
| | 2,365 |
|
Content licensing | 560 |
| | 522 |
|
Distribution and other | 590 |
| | 610 |
|
Total Broadcast Television | 2,467 |
| | 3,497 |
|
| | | |
Theatrical | 445 |
| | 423 |
|
Content licensing | 817 |
| | 733 |
|
Home entertainment | 267 |
| | 248 |
|
Other | 239 |
| | 243 |
|
Total Filmed Entertainment | 1,768 |
| | 1,647 |
|
| | | |
Total Theme Parks | 1,276 |
| | 1,281 |
|
Headquarters and Other | 17 |
| | 14 |
|
Eliminations(c) | (83 | ) | | (99 | ) |
Total NBCUniversal | 8,313 |
| | 9,497 |
|
| | | |
Direct-to-consumer | 3,834 |
| | — |
|
Content | 370 |
| | — |
|
Advertising | 593 |
| | — |
|
Total Sky | 4,797 |
| | — |
|
| | | |
Corporate and Other(b) | 108 |
| | 243 |
|
Eliminations(c) | (639 | ) | | (652 | ) |
Total revenue | $ | 26,859 |
| | $ | 22,791 |
|
| |
(a) | For the three months ended March 31, 2019 and 2018, 2.6% and 2.7%, respectively, of Cable Communications segment revenue was derived from franchise and other regulatory fees. |
| |
(b) | Comcast Cable’s wireless phone service is now presented in the Cable Communications segment. Results were previously presented in Corporate and Other. We recognize revenue from our wireless phone service as the services are provided, similar to how we recognize revenue for other residential cable services. We recognize revenue from the sale of handsets at the point of sale. |
| |
(c) | Included in Eliminations are transactions that our segments enter into with one another. See Note 2 for a description of these transactions. |
We operate primarily in the United States but also in select international markets. The table below summarizes revenue by geographic location.
|
| | | | | | | |
| Three Months Ended March 31 |
(in millions) | 2019 | | 2018 |
United States | $ | 20,457 |
| | $ | 20,885 |
|
Europe | 5,370 |
| | 821 |
|
Other | 1,032 |
| | 1,085 |
|
Total revenue | $ | 26,859 |
| | $ | 22,791 |
|
No single customer accounted for a significant amount of revenue in any period presented.
Condensed Consolidated Balance Sheet
The following tables summarize our accounts receivable and other balances that are not separately presented in our condensed consolidated balance sheet that relate to the recognition of revenue and collection of the related cash, as well as deferred costs associated with our contracts with customers.
|
| | | | | | | |
(in millions) | March 31, 2019 | | December 31, 2018 |
Receivables, gross | $ | 11,161 |
| | $ | 11,456 |
|
Less: Allowance for doubtful accounts | 425 |
| | 352 |
|
Receivables, net | $ | 10,736 |
| | $ | 11,104 |
|
|
| | | | | | | |
(in millions) | March 31, 2019 | | December 31, 2018 |
Noncurrent receivables, net (included in other noncurrent assets, net) | $ | 1,379 |
| | $ | 1,399 |
|
Contract acquisition and fulfillment costs (included in other noncurrent assets, net) | $ | 1,001 |
| | $ | 991 |
|
Noncurrent deferred revenue (included in other noncurrent liabilities) | $ | 786 |
| | $ | 650 |
|
Note 4: Earnings Per Share
Computation of Diluted EPS
|
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31 |
| 2019 | | 2018 |
(in millions, except per share data) | Net Income Attributable to Comcast Corporation | | Shares | | Per Share Amount | | Net Income Attributable to Comcast Corporation | | Shares | | Per Share Amount |
Basic EPS attributable to Comcast Corporation shareholders | $ | 3,553 |
| | 4,534 |
| | $ | 0.78 |
| | $ | 3,118 |
| | 4,633 |
| | $ | 0.67 |
|
Effect of dilutive securities: | | | | | | | | | | | |
Assumed exercise or issuance of shares relating to stock plans | | | 60 |
| | | | | | 72 |
| | |
Diluted EPS attributable to Comcast Corporation shareholders | $ | 3,553 |
| | 4,594 |
| | $ | 0.77 |
| | $ | 3,118 |
| | 4,705 |
| | $ | 0.66 |
|
Diluted earnings per common share attributable to Comcast Corporation shareholders (“diluted EPS”) considers the impact of potentially dilutive securities using the treasury stock method. Our potentially dilutive securities include potential common shares related to our stock options and our restricted share units (“RSUs”). Diluted EPS excludes the impact of potential common shares related to our stock options in periods in which the combination of the option exercise price and the associated unrecognized compensation expense is greater than the average market price of our common stock. The amount of potential common shares related to our share-based compensation plans that were excluded from diluted EPS because their effect would have been antidilutive was not material for the three months ended March 31, 2019 or 2018.
Note 5: Long-Term Debt
As of March 31, 2019, our debt had a carrying value of $109.1 billion and an estimated fair value of $115.8 billion. The estimated fair value of our publicly traded debt was 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 was based on Level 2 inputs that use interest rates available to us for debt with similar terms and remaining maturities.
Debt Borrowings and Repayments
For the three months ended March 31, 2019, we had borrowings of $222 million related to the Universal Beijing Resort term loans.
For the three months ended March 31, 2019, we made debt repayments of $2.1 billion primarily related to our dollar-denominated term loan due 2022.
Revolving Credit Facilities
For the three months ended March 31, 2019, we made net repayments of $615 million under Sky’s £1 billion revolving credit facility due 2021, which was terminated in February 2019. As of March 31, 2019, there were no amounts outstanding under our revolving credit facilities. Amounts available under our revolving credit facilities, net of amounts outstanding under our commercial paper programs and outstanding letters of credit and bank guarantees, totaled $9.2 billion.
Commercial Paper Programs
For the three months ended March 31, 2019, we made net repayments of $673 million under our commercial paper programs. As of March 31, 2019, we had no commercial paper outstanding.
Guarantee Structure
Comcast, Comcast Cable and NBCUniversal have fully and unconditionally guaranteed each other’s debt securities, including the Comcast revolving credit facility. As of March 31, 2019, the principal amount of debt securities within the cross-guarantee structure totaled $92.3 billion.
Comcast and Comcast Cable fully and unconditionally guarantee NBCUniversal Enterprise’s $3.0 billion aggregate principal amount of senior notes, its revolving credit facility and its commercial paper program. NBCUniversal does not guarantee the NBCUniversal Enterprise senior notes, revolving credit facility or commercial paper program.
Comcast Parent provides an unconditional guarantee of the Universal Studios Japan yen-denominated ¥385 billion (approximately $3.5 billion using exchange rates as of March 31, 2019) term loans with a final maturity of March 2022. None of Comcast, Comcast Cable nor NBCUniversal guarantee the ¥5.5 billion RMB ($815 million using exchange rates as of March 31, 2019) principal amount of Universal Beijing Resort term loans outstanding.
In March 2019, Sky announced a series of consent solicitations for holders of all of its outstanding debt (approximately $10.0 billion using exchange rates as of March 31, 2019). If all of the consent solicitations are successful, Comcast Parent will provide a full and unconditional guarantee of the Sky notes in exchange for noteholders consenting to (i) the transfer of the listing of three series of notes from the Main Market of the London Stock Exchange to the Professional Securities Market of the London Stock Exchange and (ii) amending certain terms of the Sky notes.
Note 6: Significant Transactions
Sky Transaction
On October 9, 2018, in connection with our offer to acquire the share capital of Sky, we acquired a controlling interest in Sky through a series of purchases of Sky shares at our offer price of £17.28 per Sky share. In the fourth quarter of 2018, we acquired the remaining Sky shares and now own 100% of Sky’s equity interests. Total cash consideration was £30.2 billion (approximately $39.4 billion using the exchange rates on the purchase dates). We financed the acquisition through a combination of new fixed and floating rate notes, issuance of term loans and cash on hand. Sky is 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.
Allocation of Purchase Price
We have applied acquisition accounting to Sky. Sky’s results of operations are included in our consolidated results of operations since the acquisition date and are reported in our Sky segment. The net assets of Sky were recorded at their estimated fair value using primarily Level 3 inputs. In valuing acquired assets and liabilities, fair value estimates are based on, but are not limited to, future expected cash flows, market rate assumptions for contractual obligations and appropriate discount rates.
During the first quarter 2019, we revised our estimates of fair value, primarily related to intangible assets, property and equipment, and investments (included below in other noncurrent assets and (liabilities), net), and recorded corresponding updates to deferred taxes. We also recorded an additional valuation allowance of approximately $1.2 billion associated with our assessment of the realization of Sky’s deferred tax assets, primarily related to net operating losses. These changes resulted in an increase in goodwill of approximately $1.4 billion and an adjustment in the current period related to the fourth quarter of 2018 that resulted in an increase to depreciation and amortization expense of $53 million.
The table below presents the allocation of the all-cash purchase price of £30.2 billion, or $39.4 billion, to the assets and liabilities of Sky as a result of the transaction.
|
| | | |
Allocation of Purchase Price | |
(in millions) | |
Consideration transferred | $ | 39,387 |
|
| |
Allocation of purchase price | |
Cash | $ | 1,283 |
|
Accounts receivable and other current assets | 2,359 |
|
Film and television costs | 2,512 |
|
Property and equipment | 4,127 |
|
Intangible assets | 19,539 |
|
Accounts payable, accrued liabilities and other current liabilities | (5,885 | ) |
Long-term debt | (11,468 | ) |
Deferred tax assets (liabilities), net | (2,974 | ) |
Other noncurrent assets and (liabilities), net | (1,398 | ) |
Fair value of identifiable net assets acquired | 8,095 |
|
Goodwill | $ | 31,292 |
|
Property and Equipment
Property and equipment includes customer premise equipment with a carrying value of $1.4 billion, which have original estimated useful lives of 5 to 7 years. The remaining property and equipment consists of real estate and improvements, network assets and other equipment.
Intangible Assets
Finite-lived intangible assets primarily consist of customer relationships with a carrying amount of $9.5 billion and developed technology and software with a carrying amount of $4.3 billion, with original estimated useful lives between 6 and 19 years and 4 to 9 years, respectively. Indefinite-lived assets consist of trade names with a carrying amount of $5.8 billion.
Goodwill
Goodwill consists primarily of intangible assets that do not qualify for separate recognition, including increased footprint, assembled workforce, noncontractual relationships and agreements. The acquired goodwill is not expected to be deductible for tax purposes.
Unaudited Pro Forma Information
The following unaudited pro forma information has been presented as if the Sky transaction occurred on January 1, 2017. This information is based on historical results of operations, adjusted for allocation of purchase price and other acquisition accounting adjustments, and is not necessarily indicative of what the results would have been had we operated the business since January 1, 2017. For pro forma purposes, 2018 earnings were adjusted to exclude transaction-related costs. No pro forma adjustments have been made for cost savings or synergies that have been or may be achieved by the combined businesses.
|
| | | |
(in millions, except per share data) | Three Months Ended March 31, 2018 |
Revenue | $ | 27,762 |
|
Net income attributable to Comcast Corporation | $ | 2,983 |
|
Basic earnings per common share attributable to Comcast Corporation shareholders | $ | 0.64 |
|
Diluted earnings per common share attributable to Comcast Corporation shareholders | $ | 0.63 |
|
Universal Beijing Resort
We entered into an agreement with a consortium of Chinese state-owned companies to build and operate a Universal theme park and resort in Beijing, China (“Universal Beijing Resort”). We own a 30% interest in Universal Beijing Resort and the construction is being funded through a combination of debt financing and equity contributions from the investors in accordance with their equity interests. The debt financing, which is being provided by a syndicate of Chinese financial institutions, contains certain financial and operating covenants and a maximum borrowing limit of ¥26.6 billion RMB (approximately $4 billion). The debt financing is secured by the assets of Universal Beijing Resort and the equity interests of the investors. As of March 31, 2019, Universal Beijing Resort had $815 million principal amount of term loans outstanding under the debt financing agreements.
We have concluded that Universal Beijing Resort is a variable interest entity based on its governance structure, and we consolidate it because we have the power to direct activities that most significantly impact its economic performance. There are no liquidity arrangements, guarantees or other financial commitments between us and Universal Beijing Resort, and therefore our maximum risk of financial loss is our 30% interest. Universal Beijing Resort’s results of operations are reported in our Theme Parks segment. Our condensed consolidated statement of cash flows includes the costs of construction and related borrowings in the "construction of Universal Beijing Resort" and "proceeds from borrowings" captions, respectively, and equity contributions from our investing partner are included in other financing activities.
In March 2018, Universal Beijing Resort received initial equity investments through a combination of cash and noncash contributions from the investors. As of March 31, 2019, our condensed consolidated balance sheet included assets, primarily property and equipment, and liabilities, including the term loans, of Universal Beijing Resort totaling $1.8 billion and $1.3 billion, respectively.
Note 7: Recent Accounting Pronouncements
Leases
In February 2016, the FASB updated the accounting guidance related to leases. The most significant change in the updated accounting guidance requires lessees to recognize lease assets and liabilities on the balance sheet for all operating leases with the exception of short-term leases. The standard also expands the disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. For a lessee, the recognition, measurement and presentation of expenses and cash flows arising from a lease did not significantly change from previous guidance. We adopted the updated guidance on January 1, 2019 on a prospective basis and as a result, prior period amounts were not adjusted to reflect the impacts of the updated guidance. In addition, as permitted under the transition guidance within the new standard, prior scoping and classification conclusions were carried forward for leases existing as of the adoption date.
Upon adoption, we recorded $4.2 billion and $4.8 billion for operating lease assets and liabilities, respectively, which includes the impact of fair value adjustments, prepaid and deferred rent and lease incentives. The adoption of the updated accounting guidance did not significantly impact our recognition of finance leases, which were previously described as capital leases. As of the date of adoption, our liabilities for finance leases were $787 million, including $229 million of additional contracts determined to be leases in connection with the Sky transaction, which were recorded in long-term debt, and the related assets were recorded in property and equipment, net. Our finance leases were not considered material for further disclosure. The adoption of the new accounting guidance did not have a material impact on our consolidated results of operations or cash flows. See Note 11 for further information.
Film and Television Costs
In March 2019, the FASB updated the accounting guidance related to film and television costs. The updated guidance aligns the accounting for production costs of episodic television series with those of films, allowing for costs to be capitalized in excess of amounts of revenue contracted for each episode. The updated guidance also updates certain presentation and disclosure requirements for capitalized film and television costs, and requires impairment testing to be performed at a group level for capitalized film and television costs when the content is predominately monetized with other owned or licensed content. The updated guidance is effective for us as of January 1, 2020 and early adoption is permitted. We are currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements, however we do not expect there to be a material impact on our consolidated results of operations or cash flows.
Note 8: Film and Television Costs
|
| | | | | | | |
(in millions) | March 31, 2019 | | December 31, 2018 |
Film Costs: | | | |
Released, less amortization | $ | 1,544 |
| | $ | 1,600 |
|
Completed, not released | 40 |
| | 144 |
|
In production and in development | 1,267 |
| | 1,063 |
|
| 2,851 |
| | 2,807 |
|
Television Costs: | | | |
Released, less amortization | 2,390 |
| | 2,289 |
|
In production and in development | 820 |
| | 953 |
|
| 3,210 |
| | 3,242 |
|
Programming rights, less amortization | 4,932 |
| | 5,534 |
|
| 10,993 |
| | 11,583 |
|
Less: Current portion of programming rights | 2,942 |
| | 3,746 |
|
Film and television costs | $ | 8,051 |
| | $ | 7,837 |
|
Note 9: Investments
Investment and Other Income (Loss), Net |
| | | | | | | |
| Three Months Ended March 31 |
(in millions) | 2019 | | 2018 |
Equity in net income (losses) of investees, net | $ | 262 |
| | $ | (49 | ) |
Realized and unrealized gains (losses) on equity securities, net | 214 |
| | 28 |
|
Other income (loss), net | 200 |
| | 147 |
|
Investment and other income (loss), net | $ | 676 |
| | $ | 126 |
|
|
| | | | | | | |
(in millions) | March 31, 2019 | | December 31, 2018 |
Equity method | $ | 4,960 |
| | $ | 4,035 |
|
Marketable equity securities | 538 |
| | 341 |
|
Nonmarketable equity securities | 1,942 |
| | 1,805 |
|
Other investments | 1,805 |
| | 1,796 |
|
Total investments | 9,245 |
| | 7,977 |
|
Less: Current investments | 86 |
| | 94 |
|
Noncurrent investments | $ | 9,159 |
| | $ | 7,883 |
|
Equity Method
Atairos
Atairos follows investment company accounting and records its investments at their fair values each reporting period with the net gains or losses reflected in its statement of operations. We recognize our proportionate share of these gains and losses in equity in net income (losses) of investees, net. For the three months ended March 31, 2019 and 2018, we recognized our proportionate share of Atairos’ income of $374 million and $35 million, respectively. For the three months ended March 31, 2019 and 2018, we made cash capital contributions to Atairos totaling $37 million and $31 million, respectively. As of March 31, 2019 and December 31, 2018, our investment in Atairos was $3.1 billion and $2.7 billion, respectively.
Hulu
For the three months ended March 31, 2019 and 2018, we recognized our proportionate share of Hulu’s losses of $141 million and $131 million, respectively, in equity in net income (losses) of investees, net. For the three months ended March 31, 2019 and 2018, we made cash capital contributions to Hulu totaling $233 million and $114 million, respectively. As of March 31, 2019 and December 31, 2018, our investment in Hulu was $341 million and $248 million, respectively.
In August 2016, Time Warner Inc. acquired a 10% interest in Hulu, which diluted our interest in Hulu from 33% to 30%. Given the contingent nature of put and call options related to its shares, we recorded a deferred gain as a result of the dilution. In the first quarter of 2019, the put and call options expired unexercised and we recognized the previously deferred gain of $159 million in other income (loss), net.
The Weather Channel
In March 2018, we sold our investment in The Weather Channel cable network and recognized a pretax gain of $64 million in other income (loss), net.
Marketable Equity Securities
Snap
For the three months ended March 31, 2019 and 2018, we recognized unrealized gains of $162 million and $37 million, respectively, in realized and unrealized gains (losses) on equity securities, net related to our investment in Snap. As of March 31, 2019 and December 31, 2018, our investment in Snap was $324 million and $162 million, respectively.
Other Investments
AirTouch
We hold two series of preferred stock of Verizon Americas, Inc., formerly known as AirTouch Communications, Inc. (“AirTouch”), a subsidiary of Verizon Communications Inc., which are redeemable in April 2020. As of both March 31, 2019 and December 31, 2018, our investment in AirTouch was $1.6 billion. We account for our investment in AirTouch as a held to maturity investment using the cost method. As of March 31, 2019, the estimated fair value of the AirTouch preferred stock and the estimated fair value of the associated liability related to the redeemable subsidiary preferred shares issued by one of our consolidated subsidiaries were each $1.7 billion. The estimated fair values are based on Level 2 inputs that use pricing models whose inputs are derived primarily from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.
Note 10: Supplemental Financial Information
Share-Based Compensation
Our share-based compensation plans consist primarily of awards of RSUs and stock options to certain employees and directors as part of our approach to long-term incentive compensation. Additionally, through our employee stock purchase plans, employees are able to purchase shares of our common stock at a discount through payroll deductions.
In March 2019, we granted 12.4 million RSUs and 41.9 million stock options related to our annual management awards. The weighted-average fair values associated with these grants were $39.88 per RSU and $7.91 per stock option.
Recognized Share-Based Compensation Expense |
| | | | | | | |
| Three Months Ended March 31 |
(in millions) | 2019 | | 2018 |
Restricted share units | $ | 127 |
| | $ | 83 |
|
Stock options | 47 |
| | 44 |
|
Employee stock purchase plans | 9 |
| | 12 |
|
Total | $ | 183 |
| | $ | 139 |
|
As of March 31, 2019, we had unrecognized pretax compensation expense of $1.5 billion and $670 million related to nonvested RSUs and nonvested stock options, respectively.
Cash Payments for Interest and Income Taxes
|
| | | | | | | |
| Three Months Ended March 31 |
(in millions) | 2019 | | 2018 |
Interest | $ | 970 |
| | $ | 854 |
|
Income taxes | $ | 189 |
| | $ | 162 |
|
Noncash Activities
During the three months ended March 31, 2019:
| |
• | we acquired $1.6 billion of property and equipment and intangible assets that were accrued but unpaid |
| |
• | we recorded a liability of $953 million for a quarterly cash dividend of $0.21 per common share to be paid in April 2019 |
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheet to the total of the amounts reported in our condensed consolidated statement of cash flows.
|
| | | | | | | |
(in millions) | March 31, 2019 | | December 31, 2018 |
Cash and cash equivalents | $ | 3,498 |
| | $ | 3,814 |
|
Restricted cash included in other current assets | 49 |
| | 46 |
|
Restricted cash included in other noncurrent assets, net | 50 |
| | 49 |
|
Cash, cash equivalents and restricted cash, end of period | $ | 3,597 |
| | $ | 3,909 |
|
Accumulated Other Comprehensive Income (Loss)
|
| | | | | | | |
(in millions) | March 31, 2019 | | March 31, 2018 |
Unrealized gains (losses) on marketable securities | $ | 4 |
| | $ | 1 |
|
Deferred gains (losses) on cash flow hedges | 54 |
| | 20 |
|
Unrecognized gains (losses) on employee benefit obligations | 318 |
| | 310 |
|
Cumulative translation adjustments | 46 |
| | 277 |
|
Accumulated other comprehensive income (loss), net of deferred taxes | $ | 422 |
| | $ | 608 |
|
Note 11: Commitments and Contingencies
Leases
Our leases consist primarily of real estate, vehicles and other equipment. We determine if an arrangement is a lease at inception. Lease assets and liabilities are recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. We generally utilize our incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments. The lease asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. Lease assets and liabilities are not recorded for leases with an initial term of one year or less. Lease expense for operating leases recorded in the balance sheet is included in operating costs and expenses and is based on the future minimum lease payments recognized on a straight-line basis over the term of the lease plus any variable lease costs. Operating lease expenses, inclusive of short-term and variable lease expenses, recognized in our condensed consolidated statement of income for the three months ended March 31, 2019 were $274 million. These amounts do not include lease costs associated with production activities or other amounts capitalized in our condensed consolidated balance sheet, which are not material.
The table below summarizes the operating lease assets and liabilities recorded in our condensed consolidated balance sheet.
Condensed Consolidated Balance Sheet |
| | | |
(in millions) | March 31, 2019 |
Other noncurrent assets, net | $ | 4,100 |
|
Accrued expenses and other current liabilities | $ | 693 |
|
Other noncurrent liabilities | $ | 4,014 |
|
The table below summarizes our future minimum rental commitments for operating leases as of March 31, 2019 applying the new accounting guidance.
|
| | | |
(in millions) | March 31, 2019 |
Remaining nine months of 2019 | $ | 669 |
|
2020 | 832 |
|
2021 | 724 |
|
2022 | 592 |
|
2023 | 501 |
|
Thereafter | 2,536 |
|
Total future minimum lease payments | 5,854 |
|
Less: imputed interest | 1,147 |
|
Total liability | $ | 4,707 |
|
The weighted average remaining lease term for operating leases and the weighted average discount rate used to calculate our operating lease liabilities as of March 31, 2019 were 10 years and 3.84%, respectively.
For the three months ended March 31, 2019, cash payments for operating leases recorded in the condensed consolidated balance sheet were $213 million. Leases that have not yet commenced and lease assets and liabilities associated with leases entered into during the period were not material.
The tables below summarize our future minimum rental commitments for operating leases as of December 31, 2018 and rent expense for operating leases for the three months ended March 31, 2018 using the accounting guidance in effect at that time. These amounts have been updated to include $804 million of future cash payments related to additional contracts determined to be operating leases in connection with the Sky transaction.
|
| | | |
(in millions) | December 31, 2018 |
2019 | $ | 891 |
|
2020 | $ | 824 |
|
2021 | $ | 722 |
|
2022 | $ | 592 |
|
2023 | $ | 513 |
|
Thereafter | $ | 2,608 |
|
| |
(in millions) | Three Months Ended March 31, 2018 |
Rental expense | $ | 186 |
|
Redeemable Subsidiary Preferred Stock
As of March 31, 2019, the fair value of the NBCUniversal Enterprise redeemable subsidiary preferred stock was $739 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.
Contingencies
We are a defendant in several unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. In certain of these cases, other industry participants are also defendants, and also in certain of these cases, we expect that any potential liability would be in part or in whole the responsibility of our equipment and technology vendors under applicable contractual indemnification provisions. In addition, we are 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 12: Condensed Consolidating Financial Information
Comcast (“Comcast Parent”), Comcast Cable Communications, LLC (“CCCL Parent”) and NBCUniversal (“NBCUniversal Media Parent”) have fully and unconditionally guaranteed each other’s debt. See Note 5 for additional information on the cross-guarantee structure.
Condensed Consolidating Statement of Income
For the Three Months Ended March 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | |
(in millions) | Comcast Parent | Comcast Holdings | CCCL Parent | NBCUniversal Media Parent | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation |
Revenue: | | | | | | | |
Service revenue | $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 26,859 |
| $ | — |
| $ | 26,859 |
|
Management fee revenue | 305 |
| — |
| 299 |
| — |
| — |
| (604 | ) | — |
|
Total revenue | 305 |
| — |
| 299 |
| — |
| 26,859 |
| (604 | ) | 26,859 |
|
Costs and Expenses: | | | | | | | |
Programming and production | — |
| — |
| — |
| — |
| 8,569 |
| — |
| 8,569 |
|
Other operating and administrative | 188 |
| — |
| 299 |
| 271 |
| 7,746 |
| (604 | ) | 7,900 |
|
Advertising, marketing and promotion | — |
| — |
| — |
| — |
| 1,888 |
| — |
| 1,888 |
|
Depreciation | 14 |
| — |
| — |
| — |
| 2,226 |
| — |
| 2,240 |
|
Amortization | 1 |
| — |
| — |
| — |
| 1,079 |
| — |
| 1,080 |
|
Total cost and expenses | 203 |
| — |
| 299 |
| 271 |
| 21,508 |
| (604 | ) | 21,677 |
|
Operating income (loss) | 102 |
| — |
| — |
| (271 | ) | 5,351 |
| — |
| 5,182 |
|
Interest expense | (896 | ) | (3 | ) | (49 | ) | (120 | ) | (82 | ) | — |
| (1,150 | ) |
Investment and other income (loss), net | 4,215 |
| 4,143 |
| 3,314 |
| 2,181 |
| 2,238 |
| (15,415 | ) | 676 |
|
Income (loss) before income taxes | 3,421 |
| 4,140 |
| 3,265 |
| 1,790 |
| 7,507 |
| (15,415 | ) | 4,708 |
|
Income tax (expense) benefit | 132 |
| (6 | ) | 10 |
| (6 | ) | (1,206 | ) | — |
| (1,076 | ) |
Net income (loss) | 3,553 |
| 4,134 |
| 3,275 |
| 1,784 |
| 6,301 |
| (15,415 | ) | 3,632 |
|
Less: Net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock | — |
| — |
| — |
| — |
| 79 |
| — |
| 79 |
|
Net income (loss) attributable to Comcast Corporation | $ | 3,553 |
| $ | 4,134 |
| $ | 3,275 |
| $ | 1,784 |
| $ | 6,222 |
| $ | (15,415 | ) | $ | 3,553 |
|
Comprehensive income (loss) attributable to Comcast Corporation | $ | 4,343 |
| $ | 4,122 |
| $ | 3,275 |
| $ | 1,752 |
| $ | 7,160 |
| $ | (16,309 | ) | $ | 4,343 |
|
Condensed Consolidating Statement of Income
For the Three Months Ended March 31, 2018
|
| | | | | | | | | | | | | | | | | | | | | |
(in millions) | Comcast Parent | Comcast Holdings | CCCL Parent | NBCUniversal Media Parent | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation |
Revenue: | | | | | | | |
Service revenue | $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 22,791 |
| $ | — |
| $ | 22,791 |
|
Management fee revenue | 292 |
| — |
| 286 |
| — |
| — |
| (578 | ) | — |
|
Total revenue | 292 |
| — |
| 286 |
| — |
| 22,791 |
| (578 | ) | 22,791 |
|
Costs and Expenses: | | | | | | | |
Programming and production | — |
| — |
| — |
| — |
| 7,429 |
| — |
| 7,429 |
|
Other operating and administrative | 228 |
| — |
| 286 |
| 318 |
| 6,260 |
| (578 | ) | 6,514 |
|
Advertising, marketing and promotion | — |
| — |
| — |
| — |
| 1,604 |
| — |
| 1,604 |
|
Depreciation | 11 |
| — |
| — |
| — |
| 2,000 |
| — |
| 2,011 |
|
Amortization | 1 |
| — |
| — |
| — |
| 587 |
| — |
| 588 |
|
Total costs and expenses | 240 |
| — |
| 286 |
| 318 |
| 17,880 |
| (578 | ) | 18,146 |
|
Operating income (loss) | 52 |
| — |
| — |
| (318 | ) | 4,911 |
| — |
| 4,645 |
|
Interest expense | (561 | ) | (3 | ) | (47 | ) | (106 | ) | (60 | ) | — |
| (777 | ) |
Investment and other income (loss), net | 3,520 |
| 3,319 |
| 2,826 |
| 1,942 |
| 1,588 |
| (13,069 | ) | 126 |
|
Income (loss) before income taxes | 3,011 |
| 3,316 |
| 2,779 |
| 1,518 |
| 6,439 |
| (13,069 | ) | 3,994 |
|
Income tax (expense) benefit | 107 |
| — |
| 9 |
| (5 | ) | (929 | ) | — |
| (818 | ) |
Net income (loss) | 3,118 |
| 3,316 |
| 2,788 |
| 1,513 |
| 5,510 |
| (13,069 | ) | 3,176 |
|
Less: Net income (loss) attributable to noncontrolling interests and redeemable subsidiary preferred stock | — |
| — |
| — |
| — |
| 58 |
| — |
| 58 |
|
Net income (loss) attributable to Comcast Corporation | $ | 3,118 |
| $ | 3,316 |
| $ | 2,788 |
| $ | 1,513 |
| $ | 5,452 |
| $ | (13,069 | ) | $ | 3,118 |
|
Comprehensive income (loss) attributable to Comcast Corporation | $ | 3,271 |
| $ | 3,369 |
| $ | 2,789 |
| $ | 1,696 |
| $ | 5,791 |
| $ | (13,645 | ) | $ | 3,271 |
|
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | |
(in millions) | Comcast Parent | Comcast Holdings | CCCL Parent | NBCUniversal Media Parent | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation |
Net cash provided by (used in) operating activities | $ | (759 | ) | $ | 135 |
| $ | (119 | ) | $ | (279 | ) | $ | 8,253 |
| $ | — |
| $ | 7,231 |
|
Investing Activities: | | | | | | | |
Net transactions with affiliates | 3,908 |
| (135 | ) | 119 |
| 140 |
| (4,032 | ) | — |
| — |
|
Capital expenditures | (2 | ) | — |
| — |
| — |
| (2,090 | ) | — |
| (2,092 | ) |
Cash paid for intangible assets | (1 | ) | — |
| — |
| — |
| (546 | ) | — |
| (547 | ) |
Acquisitions and construction of real estate properties | (13 | ) | — |
| — |
| — |
| (3 | ) | — |
| (16 | ) |
Construction of Universal Beijing Resort | — |
| — |
| — |
| — |
| (220 | ) | — |
| (220 | ) |
Acquisitions, net of cash acquired | — |
| — |
| — |
| — |
| (48 | ) | — |
| (48 | ) |
Proceeds from sales of investments | — |
| — |
| — |
| — |
| 37 |
| — |
| 37 |
|
Purchases of investments | (13 | ) | — |
| — |
| (58 | ) | (368 | ) | — |
| (439 | ) |
Other | — |
| — |
| — |
| — |
| 99 |
| — |
| 99 |
|
Net cash provided by (used in) investing activities | 3,879 |
| (135 | ) | 119 |
| 82 |
| (7,171 | ) | — |
| (3,226 | ) |
Financing Activities: | | | | | | | |
Proceeds from (repayments of) short-term borrowings, net | — |
| — |
| — |
| — |
| (1,288 | ) | — |
| (1,288 | ) |
Proceeds from borrowings | — |
| — |
| — |
| — |
| 222 |
| — |
| 222 |
|
Repurchases and repayments of debt | (2,000 | ) | — |
| — |
| (5 | ) | (79 | ) | — |
| (2,084 | ) |
Repurchases of common stock under repurchase program and employee plans | (247 | ) | — |
| — |
| — |
| — |
| — |
| (247 | ) |
Dividends paid | (869 | ) | — |
| — |
| — |
| — |
| — |
| (869 | ) |
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock | — |
| — |
| — |
| — |
| (85 | ) | — |
| (85 | ) |
Other | (3 | ) | — |
| — |
| — |
| 29 |
| — |
| 26 |
|
Net cash provided by (used in) financing activities | (3,119 | ) | — |
| — |
| (5 | ) | (1,201 | ) | — |
| (4,325 | ) |
Impact of foreign currency on cash, cash equivalents and restricted cash | (1 | ) | — |
| — |
| — |
| 9 |
| — |
| 8 |
|
Increase (decrease) in cash, cash equivalents and restricted cash | — |
| — |
| — |
| (202 | ) | (110 | ) | — |
| (312 | ) |
Cash, cash equivalents and restricted cash, beginning of period | — |
| — |
| — |
| 416 |
| 3,493 |
| — |
| 3,909 |
|
Cash, cash equivalents and restricted cash, end of period | $ | — |
| $ | — |
| $ | — |
| $ | 214 |
| $ | 3,383 |
| $ | — |
| $ | 3,597 |
|
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2018
|
| | | | | | | | | | | | | | | | | | | | | |
(in millions) | Comcast Parent | Comcast Holdings | CCCL Parent | NBCUniversal Media Parent | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation |
Net cash provided by (used in) operating activities | $ | (270 | ) | $ | 453 |
| $ | (149 | ) | $ | (382 | ) | $ | 5,822 |
| $ | — |
| $ | 5,474 |
|
Investing Activities: | | | | | | | |
Net transactions with affiliates | 640 |
| (897 | ) | 149 |
| 347 |
| (239 | ) | — |
| — |
|
Capital expenditures | — |
| — |
| — |
| — |
| (1,973 | ) | — |
| (1,973 | ) |
Cash paid for intangible assets | (2 | ) | — |
| — |
| — |
| (417 | ) | — |
| (419 | ) |
Acquisitions and construction of real estate properties | (39 | ) | — |
| — |
| — |
| (20 | ) | — |
| (59 | ) |
Construction of Universal Beijing Resort | — |
| — |
| — |
| — |
| (42 | ) | — |
| (42 | ) |
Acquisitions, net of cash acquired | — |
| — |
| — |
| — |
| (89 | ) | — |
| (89 | ) |
Proceeds from sales of investments | — |
| — |
| — |
| 57 |
| 24 |
| — |
| 81 |
|
Purchases of investments | (11 | ) | — |
| — |
| (5 | ) | (204 | ) | — |
| (220 | ) |
Other | — |
| 444 |
| — |
| — |
| (15 | ) | — |
| 429 |
|
Net cash provided by (used in) investing activities | 588 |
| (453 | ) | 149 |
| 399 |
| (2,975 | ) | — |
| (2,292 | ) |
Financing Activities: | | | | | | | |
Proceeds from (repayments of) short-term borrowings, net | (902 | ) | — |
| — |
| — |
| — |
| — |
| (902 | ) |
Proceeds from borrowings | 3,973 |
| — |
| — |
| — |
| 70 |
| — |
| 4,043 |
|
Repurchases and repayments of debt | (900 | ) | — |
| — |
| (3 | ) | (362 | ) | — |
| (1,265 | ) |
Repurchases of common stock under repurchase program and employee plans | (1,729 | ) | — |
| — |
| — |
| — |
| — |
| (1,729 | ) |
Dividends paid | (738 | ) | — |
| — |
| — |
| — |
| — |
| (738 | ) |
Distributions to noncontrolling interests and dividends for redeemable subsidiary preferred stock | — |
| — |
| — |
| — |
| (79 | ) | — |
| (79 | ) |
Other | (22 | ) | — |
| — |
| — |
| 116 |
| — |
| 94 |
|
Net cash provided by (used in) financing activities | (318 | ) | — |
| — |
| (3 | ) | (255 | ) | — |
| (576 | ) |
Increase (decrease) in cash, cash equivalents and restricted cash | — |
| — |
| — |
| 14 |
| 2,592 |
| — |
| 2,606 |
|
Cash, cash equivalents and restricted cash, beginning of period | — |
| — |
| — |
| 496 |
| 3,075 |
| — |
| 3,571 |
|
Cash, cash equivalents and restricted cash, end of period | $ | — |
| $ | — |
| $ | — |
| $ | 510 |
| $ | 5,667 |
| $ | — |
| $ | 6,177 |
|
Condensed Consolidating Balance Sheet
March 31, 2019 |
| | | | | | | | | | | | | | | | | | | | | |
(in millions) | Comcast Parent | Comcast Holdings | CCCL Parent | NBCUniversal Media Parent | Non- Guarantor Subsidiaries | Elimination and Consolidation Adjustments | Consolidated Comcast Corporation |
Assets |
|
|
|
|
|
|
|
Cash and cash equivalents | $ | — |
| $ | — |
| $ | — |
| $ | |