Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2012
OR
| ¨ | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Transition Period from to
Commission File Number 001-32871
COMCAST CORPORATION
(Exact name of registrant as specified in its charter)
| PENNSYLVANIA | 27-0000798 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| One Comcast Center, Philadelphia, PA | 19103-2838 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (215) 286-1700
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ¨ No x
As of September 30, 2012, there were 2,118,906,684 shares of our Class A common stock, 528,911,913 shares of our Class A Special common stock and 9,444,375 shares of our Class B common stock outstanding.
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This Quarterly Report on Form 10-Q is for the three and nine months ended September 30, 2012. This Quarterly Report modifies and supersedes documents filed prior to this Quarterly Report. The Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report. Throughout this Quarterly Report, we refer to Comcast Corporation as “Comcast;” Comcast and its consolidated subsidiaries, including NBCUniversal, as “we,” “us” and “our;” and Comcast Holdings Corporation as “Comcast Holdings.”
You should carefully review the information contained in this Quarterly Report and particularly consider any risk factors set forth in this Quarterly Report and in other reports or documents that we file from time to time with the SEC. In this Quarterly Report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify these so-called “forward-looking statements” by words such as “may,” “will,” “should,” “expects,” “believes,” “estimates,” “potential,” or “continue,” or the negative of those words, and other comparable words. You should be aware that these statements are only our predictions. In evaluating these statements, you should specifically consider various factors, including the risks outlined below and in other reports we file with the SEC. Actual events or our actual results may differ materially from any of our forward-looking statements. We undertake no obligation to update any forward-looking statements.
Our businesses may be affected by, among other things, the following:
| • | our businesses currently face a wide range of competition, and our businesses and results of operations could be adversely affected if we do not compete effectively |
| • | changes in consumer behavior driven by new technologies may adversely affect our competitive position, businesses and results of operations |
| • | programming expenses for our video services are increasing, which could adversely affect our future results of operations |
| • | we are subject to regulation by federal, state, local and foreign authorities, which may impose additional costs and restrictions on our businesses |
| • | weak economic conditions may have a negative impact on our businesses, results of operations and financial condition |
| • | a decline in advertising expenditures or changes in advertising markets could negatively impact our results of operations |
| • | NBCUniversal’s success depends on consumer acceptance of its content, which is difficult to predict, and our results of operations may be adversely affected if our content fails to achieve sufficient consumer acceptance or our costs to acquire content increase |
| • | the loss of our programming distribution agreements, or the renewal of these agreements on less favorable terms, could adversely affect our businesses and results of operations |
| • | our businesses depend on keeping pace with technological developments |
| • | our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others |
| • | sales of DVDs have been declining |
| • | we rely on network and information systems and other technologies, as well as key properties, and a disruption, cyber attack, failure or destruction of such networks, systems, technologies or properties may disrupt our businesses |
| • | we may be unable to obtain necessary hardware, software and operational support |
| • | labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses |
| • | we face risks arising from the outcome of various litigation matters |
| • | acquisitions and other strategic transactions present many risks, and we may not realize the financial and strategic goals that were contemplated at the time of any transaction |
| • | 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 |
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PART I: FINANCIAL INFORMATION
Condensed Consolidated Balance Sheet
(Unaudited)
| (in millions, except share data) | September 30, 2012 |
December 31, 2011 |
||||||
| Assets |
||||||||
| Current Assets: |
||||||||
| Cash and cash equivalents |
$ | 8,899 | $ | 1,620 | ||||
| Investments |
1,401 | 54 | ||||||
| Receivables, net |
5,123 | 4,351 | ||||||
| Programming rights |
1,037 | 987 | ||||||
| Other current assets |
1,606 | 1,561 | ||||||
| Total current assets |
18,066 | 8,573 | ||||||
| Film and television costs |
4,946 | 5,227 | ||||||
| Investments |
5,951 | 9,854 | ||||||
| Property and equipment, net of accumulated depreciation of $38,688 and $36,528 |
26,984 | 27,559 | ||||||
| Franchise rights |
59,364 | 59,376 | ||||||
| Goodwill |
27,088 | 26,874 | ||||||
| Other intangible assets, net of accumulated amortization of $7,573 and $6,665 |
17,871 | 18,165 | ||||||
| Other noncurrent assets, net |
2,184 | 2,190 | ||||||
| Total assets |
$ | 162,454 | $ | 157,818 | ||||
| Liabilities and Equity |
||||||||
| Current Liabilities: |
||||||||
| Accounts payable and accrued expenses related to trade creditors |
$ | 6,250 | $ | 5,705 | ||||
| Accrued participations and residuals |
1,282 | 1,255 | ||||||
| Deferred revenue |
887 | 790 | ||||||
| Accrued expenses and other current liabilities |
6,117 | 4,124 | ||||||
| Current portion of long-term debt |
2,799 | 1,367 | ||||||
| Total current liabilities |
17,335 | 13,241 | ||||||
| Long-term debt, less current portion |
35,791 | 37,942 | ||||||
| Deferred income taxes |
30,231 | 29,932 | ||||||
| Other noncurrent liabilities |
12,860 | 13,034 | ||||||
| Commitments and contingencies (Note 14) |
||||||||
| Redeemable noncontrolling interests |
16,896 | 16,014 | ||||||
| Equity: |
||||||||
| Preferred stock—authorized, 20,000,000 shares; issued, zero |
— | — | ||||||
| Class A common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 2,484,367,434 and 2,460,937,253; outstanding, 2,118,906,684 and 2,095,476,503 |
25 | 25 | ||||||
| Class A Special common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 599,846,677 and 671,947,577; outstanding, 528,911,913 and 601,012,813 |
6 | 7 | ||||||
| Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding, 9,444,375 |
— | — | ||||||
| Additional paid-in capital |
40,652 | 40,940 | ||||||
| Retained earnings |
15,774 | 13,971 | ||||||
| Treasury stock, 365,460,750 Class A common shares and 70,934,764 Class A Special common shares |
(7,517 | ) | (7,517 | ) | ||||
| Accumulated other comprehensive income (loss) |
(48 | ) | (152 | ) | ||||
| Total Comcast Corporation shareholders’ equity |
48,892 | 47,274 | ||||||
| Noncontrolling interests |
449 | 381 | ||||||
| Total equity |
49,341 | 47,655 | ||||||
| Total liabilities and equity |
$ | 162,454 | $ | 157,818 | ||||
See accompanying notes to condensed consolidated financial statements.
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Condensed Consolidated Statement of Income
(Unaudited)
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
| (in millions, except per share data) | 2012 | 2011 | 2012 | 2011 | ||||||||||||
| Revenue |
$ | 16,544 | $ | 14,339 | $ | 46,633 | $ | 40,800 | ||||||||
| Costs and Expenses: |
||||||||||||||||
| Operating costs and expenses |
11,536 | 9,765 | 31,933 | 27,359 | ||||||||||||
| Depreciation |
1,549 | 1,540 | 4,594 | 4,504 | ||||||||||||
| Amortization |
411 | 393 | 1,221 | 1,134 | ||||||||||||
| 13,496 | 11,698 | 37,748 | 32,997 | |||||||||||||
| Operating income |
3,048 | 2,641 | 8,885 | 7,803 | ||||||||||||
| Other Income (Expense): |
||||||||||||||||
| Interest expense |
(633 | ) | (637 | ) | (1,898 | ) | (1,863 | ) | ||||||||
| Investment income (loss), net |
70 | (147 | ) | 170 | 3 | |||||||||||
| Equity in net income (losses) of investees, net |
911 | (40 | ) | 943 | (40 | ) | ||||||||||
| Other income (expense), net |
987 | (12 | ) | 924 | (82 | ) | ||||||||||
| 1,335 | (836 | ) | 139 | (1,982 | ) | |||||||||||
| Income before income taxes |
4,383 | 1,805 | 9,024 | 5,821 | ||||||||||||
| Income tax expense |
(1,405 | ) | (639 | ) | (2,966 | ) | (2,249 | ) | ||||||||
| Net income |
2,978 | 1,166 | 6,058 | 3,572 | ||||||||||||
| Net (income) loss attributable to noncontrolling interests |
(865 | ) | (258 | ) | (1,373 | ) | (699 | ) | ||||||||
| Net income attributable to Comcast Corporation |
$ | 2,113 | $ | 908 | $ | 4,685 | $ | 2,873 | ||||||||
| Basic earnings per common share attributable to Comcast Corporation shareholders |
$ | 0.79 | $ | 0.33 | $ | 1.74 | $ | 1.04 | ||||||||
| Diluted earnings per common share attributable to Comcast Corporation shareholders |
$ | 0.78 | $ | 0.33 | $ | 1.72 | $ | 1.03 | ||||||||
| Dividends declared per common share attributable to Comcast Corporation shareholders |
$ | 0.1625 | $ | 0.1125 | $ | 0.4875 | $ | 0.3375 | ||||||||
See accompanying notes to condensed consolidated financial statements.
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Condensed Consolidated Statement of Comprehensive Income
(Unaudited)
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
| (in millions) | 2012 | 2011 | 2012 | 2011 | ||||||||||||
| Net income |
$ | 2,978 | $ | 1,166 | $ | 6,058 | $ | 3,572 | ||||||||
| Unrealized gains (losses) on marketable securities, net of deferred taxes of $(44), $—, $(44) and $(3) |
75 | — | 75 | 5 | ||||||||||||
| Deferred gains (losses) on cash flow hedges, net of deferred taxes of $(29), $35, $(20) and $33 |
50 | (59 | ) | 35 | (57 | ) | ||||||||||
| Amounts reclassified to net income: |
||||||||||||||||
| Realized (gains) losses on marketable securities, net of deferred taxes of $—, $—, $— and $5 |
— | — | — | (9 | ) | |||||||||||
| Realized (gains) losses on cash flow hedges, net of deferred taxes of $9, $(13), $8 and $(7) |
(15 | ) | 23 | (14 | ) | 13 | ||||||||||
| Employee benefit obligations, net of deferred taxes of $(3), $—, $(2) and $(1) |
11 | (3 | ) | 6 | (4 | ) | ||||||||||
| Currency translation adjustments, net of deferred taxes of $(4), $—, $(2), and $— |
17 | (9 | ) | 10 | (2 | ) | ||||||||||
| Comprehensive income |
3,116 | 1,118 | 6,170 | 3,518 | ||||||||||||
| Net (income) loss attributable to noncontrolling interests |
(865 | ) | (258 | ) | (1,373 | ) | (699 | ) | ||||||||
| Other comprehensive (income) loss attributable to noncontrolling interests |
(16 | ) | 6 | (8 | ) | 6 | ||||||||||
| Comprehensive income attributable to Comcast Corporation |
$ | 2,235 | $ | 866 | $ | 4,789 | $ | 2,825 | ||||||||
See accompanying notes to condensed consolidated financial statements.
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Condensed Consolidated Statement of Cash Flows
(Unaudited)
| Nine Months Ended September 30 |
||||||||
| (in millions) | 2012 | 2011 | ||||||
| Net cash provided by (used in) operating activities |
$ | 11,239 | $ | 10,206 | ||||
| Investing Activities |
||||||||
| Capital expenditures |
(4,043 | ) | (3,785 | ) | ||||
| Cash paid for intangible assets |
(605 | ) | (505 | ) | ||||
| Acquisitions, net of cash acquired |
(95 | ) | (6,407 | ) | ||||
| Proceeds from sales of businesses and investments |
3,095 | 154 | ||||||
| Return of capital from investees |
2,281 | 6 | ||||||
| Purchases of investments |
(191 | ) | (85 | ) | ||||
| Other |
68 | (39 | ) | |||||
| Net cash provided by (used in) investing activities |
510 | (10,661 | ) | |||||
| Financing Activities |
||||||||
| Proceeds from (repayments of) short-term borrowings, net |
(555 | ) | 1,642 | |||||
| Proceeds from borrowings |
2,248 | — | ||||||
| Repurchases and repayments of debt |
(2,505 | ) | (2,813 | ) | ||||
| Repurchases and retirements of common stock |
(2,250 | ) | (1,650 | ) | ||||
| Dividends paid |
(1,176 | ) | (881 | ) | ||||
| Issuances of common stock |
215 | 252 | ||||||
| Distributions to NBCUniversal noncontrolling member |
(340 | ) | (86 | ) | ||||
| Distributions to other noncontrolling interests |
(157 | ) | (151 | ) | ||||
| Other |
50 | (36 | ) | |||||
| Net cash provided by (used in) financing activities |
(4,470 | ) | (3,723 | ) | ||||
| Increase (decrease) in cash and cash equivalents |
7,279 | (4,178 | ) | |||||
| Cash and cash equivalents, beginning of period |
1,620 | 5,984 | ||||||
| Cash and cash equivalents, end of period |
$ | 8,899 | $ | 1,806 | ||||
See accompanying notes to condensed consolidated financial statements.
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Condensed Consolidated Statement of Changes in Equity
(Unaudited)
| Redeemable Non- controlling Interests |
Common Stock | Additional Paid-In Capital |
Retained Earnings |
Treasury Stock at Cost |
Accumulated Other Comprehensive Income (Loss) |
Non- controlling |
Total Equity |
|||||||||||||||||||||||||||||||||||
| (in millions) | A | A Special | B | |||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2011 |
$ | 143 | $ | 24 | $ | 8 | $ | — | $ | 39,780 | $ | 12,158 | $ | (7,517 | ) | $ | (99 | ) | $ | 80 | $ | 44,434 | ||||||||||||||||||||
| Stock compensation plans |
1 | 414 | (40 | ) | 375 | |||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common |
(1 | ) | (822 | ) | (827 | ) | (1,650 | ) | ||||||||||||||||||||||||||||||||||
| Employee stock purchase |
50 | 50 | ||||||||||||||||||||||||||||||||||||||||
| Dividends declared |
(928 | ) | (928 | ) | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive |
(6 | ) | (48 | ) | (48 | ) | ||||||||||||||||||||||||||||||||||||
| NBCUniversal |
15,192 | 1,612 | 211 | 1,823 | ||||||||||||||||||||||||||||||||||||||
| Issuance of subsidiary |
83 | 45 | 43 | 88 | ||||||||||||||||||||||||||||||||||||||
| Contributions from (distributions to) |
(177 | ) | (112 | ) | (112 | ) | ||||||||||||||||||||||||||||||||||||
| Net income (loss) |
592 | 2,873 | 107 | 2,980 | ||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2011 |
$ | 15,827 | $ | 25 | $ | 7 | $ | — | $ | 41,079 | $ | 13,236 | $ | (7,517 | ) | $ | (147 | ) | $ | 329 | $ | 47,012 | ||||||||||||||||||||
| Balance, January 1, 2012 |
$ | 16,014 | $ | 25 | $ | 7 | $ | — | $ | 40,940 | $ | 13,971 | $ | (7,517 | ) | $ | (152 | ) | $ | 381 | $ | 47,655 | ||||||||||||||||||||
| Stock compensation plans |
490 | (169 | ) | 321 | ||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common |
(1 | ) | (842 | ) | (1,407 | ) | (2,250 | ) | ||||||||||||||||||||||||||||||||||
| Employee stock purchase |
62 | 62 | ||||||||||||||||||||||||||||||||||||||||
| Dividends declared |
(1,306 | ) | (1,306 | ) | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive |
8 | 104 | 104 | |||||||||||||||||||||||||||||||||||||||
| Contributions from (distributions to) noncontrolling interests, net |
(353 | ) | (119 | ) | (119 | ) | ||||||||||||||||||||||||||||||||||||
| Other |
(43 | ) | 2 | 84 | 86 | |||||||||||||||||||||||||||||||||||||
| Net income (loss) |
1,270 | 4,685 | 103 | 4,788 | ||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2012 |
$ | 16,896 | $ | 25 | $ | 6 | $ | — | $ | 40,652 | $ | 15,774 | $ | (7,517 | ) | $ | (48 | ) | $ | 449 | $ | 49,341 | ||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Condensed Consolidated Financial Statements
Basis of Presentation
We have prepared these unaudited condensed consolidated financial statements based on Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. These financial statements include all adjustments that are necessary for a fair presentation of our consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.
The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). For a more complete discussion of our accounting policies and certain other information, refer to our consolidated financial statements included in our 2011 Annual Report on Form 10-K.
On January 28, 2011, we closed the NBCUniversal transaction in which we acquired control of the businesses of NBC Universal, Inc. (now named NBCUniversal Media, LLC (“NBCUniversal”)), and on July 1, 2011, we closed the Universal Orlando transaction in which we acquired the remaining 50% equity interest in Universal City Development Partners, Ltd. (“Universal Orlando”) that we did not already own. NBCUniversal’s and Universal Orlando’s results of operations have been consolidated with our results following their respective acquisition dates. For a more complete discussion of the NBCUniversal and Universal Orlando transactions, refer to our consolidated financial statements included in our 2011 Annual Report on Form 10-K.
Reclassifications have been made to the condensed consolidated financial statements for the prior year to conform to classifications used in the current period.
Note 2: Earnings Per Share
Computation of Diluted EPS
| Three Months Ended September 30 | ||||||||||||||||||||||||
| 2012 | 2011 | |||||||||||||||||||||||
| (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 |
$ | 2,113 | 2,668 | $ | 0.79 | $ | 908 | 2,739 | $ | 0.33 | ||||||||||||||
| Effect of dilutive securities: |
||||||||||||||||||||||||
| Assumed exercise or issuance of shares relating to stock plans |
35 | 22 | ||||||||||||||||||||||
| Diluted EPS attributable to Comcast Corporation shareholders |
$ | 2,113 | 2,703 | $ | 0.78 | $ | 908 | 2,761 | $ | 0.33 | ||||||||||||||
| Nine Months Ended September 30 | ||||||||||||||||||||||||
| 2012 | 2011 | |||||||||||||||||||||||
| (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 |
$ | 4,685 | 2,687 | $ | 1.74 | $ | 2,873 | 2,757 | $ | 1.04 | ||||||||||||||
| Effect of dilutive securities: |
||||||||||||||||||||||||
| Assumed exercise or issuance of shares relating to stock plans |
37 | 32 | ||||||||||||||||||||||
| Diluted EPS attributable to Comcast Corporation shareholders |
$ | 4,685 | 2,724 | $ | 1.72 | $ | 2,873 | 2,789 | $ | 1.03 | ||||||||||||||
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Diluted earnings per common share attributable to Comcast Corporation shareholders (“diluted EPS”) for the three and nine months ended September 30, 2012 excludes 21 million and 37 million, respectively, of potential common shares related to our share-based compensation plans, because the inclusion of the potential common shares would have had an antidilutive effect. For the three and nine months ended September 30, 2011, diluted EPS excluded 54 million and 45 million, respectively, of potential common shares.
Note 3: Film and Television Costs
| (in millions) | September 30, 2012 |
December 31, 2011 |
||||||
| Film Costs: |
||||||||
| Released, less amortization |
$ | 1,518 | $ | 1,428 | ||||
| Completed, not released |
137 | 148 | ||||||
| In production and in development |
1,020 | 1,374 | ||||||
| 2,675 | 2,950 | |||||||
| Television Costs: |
||||||||
| Released, less amortization |
1,013 | 1,002 | ||||||
| In production and in development |
203 | 201 | ||||||
| 1,216 | 1,203 | |||||||
| Programming rights, less amortization |
2,092 | 2,061 | ||||||
| 5,983 | 6,214 | |||||||
| Less: Current portion of programming rights |
1,037 | 987 | ||||||
| Film and television costs |
$ | 4,946 | $ | 5,227 | ||||
Note 4: Investments
| (in millions) | September 30, 2012 |
December 31, 2011 |
||||||
| Fair value method |
$4,144 | $ | 3,028 | |||||
| Equity Method: |
||||||||
| A&E Television Networks |
— | 2,021 | ||||||
| SpectrumCo |
11 | 1,417 | ||||||
| The Weather Channel |
469 | 463 | ||||||
| MSNBC.com |
— | 174 | ||||||
| Clearwire LLC |
— | 69 | ||||||
| Other |
655 | 736 | ||||||
| 1,135 | 4,880 | |||||||
| Cost Method: |
||||||||
| AirTouch |
1,534 | 1,523 | ||||||
| Other |
539 | 477 | ||||||
| 2,073 | 2,000 | |||||||
| Total investments |
7,352 | 9,908 | ||||||
| Less: Current investments |
1,401 | 54 | ||||||
| Noncurrent investments |
$5,951 | $ | 9,854 | |||||
Fair Value Method
As of September 30, 2012, we held as collateral $4 billion of fair value method equity securities related to our obligations under prepaid forward sale agreements. As of September 30, 2012, our prepaid forward sale obligations were recorded at $3.4 billion within other current and noncurrent liabilities in our condensed consolidated balance sheet and had an estimated fair value of approximately $3.5 billion. The estimated fair values are based on Level 2 inputs using pricing models whose inputs are derived primarily from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.
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Clearwire
In September 2012, we exchanged our ownership units in Clearwire Communications LLC (“Clearwire LLC”) and our voting Class B stock for 89 million Class A shares of Clearwire Corporation. Following this exchange, we now account for our investment as an available-for-sale security under the fair value method. As of September 30, 2012, the carrying value of our investment in Clearwire Corporation was $119 million.
Equity Method
A&E Television Networks
In March 2012, NBCUniversal exercised an option that required A&E Television Networks LLC (“A&E Television Networks”) to redeem a substantial portion of NBCUniversal’s equity interest in A&E Television Networks. In July 2012, NBCUniversal entered into a redemption agreement with A&E Television Networks whereby A&E Television Networks agreed to redeem NBCUniversal’s entire 15.8% equity interest for $3 billion.
In August 2012, NBCUniversal closed this transaction, received cash proceeds of $3 billion and recognized a pretax gain of $1 billion, which is included in other income (expense), net. The net income attributable to noncontrolling interests and our consolidated income tax expense associated with this transaction were $495 million and $196 million, respectively.
SpectrumCo
In August 2012, SpectrumCo, LLC (“SpectrumCo”) closed its agreement to sell its advanced wireless services (“AWS”) spectrum licenses to Verizon Wireless for $3.6 billion. Our portion of SpectrumCo’s gain on sale of its AWS spectrum licenses was $876 million for the three and nine months ended September 30, 2012, which is included in equity in net income (losses) of investees, net in our condensed consolidated statement of income. Following the close of the transaction, SpectrumCo distributed to us $2.3 billion, which represents our portion of the sale proceeds. These proceeds are reflected as a return of capital from investees in our condensed consolidated statement of cash flows.
MSNBC.com
In July 2012, NBCUniversal acquired the remaining 50% equity interest in MSNBC Interactive News, LLC and other related entities (“MSNBC.com”) that it did not already own. The total purchase price was $195 million, which was net of $100 million of cash and cash equivalents held at MSNBC.com that were acquired in the transaction, which were not previously attributable to NBCUniversal. MSNBC.com is now a wholly owned consolidated subsidiary of NBCUniversal.
Cost Method
We hold two series of preferred stock of AirTouch Communications, Inc. (“AirTouch”), a subsidiary of Vodafone, which are redeemable in April 2020. As of September 30, 2012, the estimated fair value of the AirTouch preferred stock and the associated liability related to redeemable preferred shares issued by one of our consolidated subsidiaries was approximately $1.9 billion. The estimated fair values are primarily based on Level 2 inputs using pricing models whose inputs are derived from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.
Components of Investment Income (Loss), Net
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
| (in millions) | 2012 | 2011 | 2012 | 2011 | ||||||||||||
| Gains on sales and exchanges of investments, net |
$ | 1 | $ | 6 | $ | 28 | $ | 27 | ||||||||
| Investment impairment losses |
(1 | ) | — | (22 | ) | (3 | ) | |||||||||
| Unrealized gains (losses) on securities underlying prepaid forward sale agreements |
500 | (576 | ) | 988 | (41 | ) | ||||||||||
| Mark to market adjustments on derivative component of prepaid forward sale agreements and indexed debt instruments |
(470 | ) | 454 | (920 | ) | 7 | ||||||||||
| Interest and dividend income |
32 | 28 | 89 | 80 | ||||||||||||
| Other, net |
8 | (59 | ) | 7 | (67 | ) | ||||||||||
| Investment income (loss), net |
$ | 70 | $ | (147 | ) | $ | 170 | $ | 3 | |||||||
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Note 5: Goodwill
| NBCUniversal | ||||||||||||||||||||||||||||
| (in millions) | Cable Communications |
Cable Networks |
Broadcast Television |
Filmed Entertainment |
Theme Parks |
Corporate and Other |
Total | |||||||||||||||||||||
| Balance, December 31, 2011 |
$ | 12,208 | $ | 12,744 | $ | 772 | $ | 1 | $ | 1,140 | $ | 9 | $ | 26,874 | ||||||||||||||
| Acquisitions |
— | 311 | — | — | — | — | 311 | |||||||||||||||||||||
| Dispositions |
(1 | ) | — | — | — | — | — | (1 | ) | |||||||||||||||||||
| Adjustments |
— | (24 | ) | (11 | ) | — | (61 | ) | — | (96 | ) | |||||||||||||||||
| Balance, September 30, 2012 |
$ | 12,207 | $ | 13,031 | $ | 761 | $ | 1 | $ | 1,079 | $ | 9 | $ | 27,088 | ||||||||||||||
The increase in goodwill in our Cable Networks segment primarily relates to $232 million of goodwill associated with the acquisition of MSNBC.com and $71 million of goodwill associated with the acquisition of a controlling interest in a previously held equity method investment based in Brazil. The preliminary allocation of purchase price for these acquisitions, including the changes in goodwill, are not yet final and are subject to change. We will finalize the amounts recognized as we obtain the information necessary to complete the analyses, but no later than July 2013 and May 2013, respectively.
Note 6: Long-Term Debt
As of September 30, 2012, our debt had an estimated fair value of $46.1 billion. The estimated fair value of our publicly traded debt is based on quoted market values for the debt. To estimate the fair value of debt for which there are no quoted market prices, we use interest rates available to us for debt with similar terms and remaining maturities.
In July 2012, we issued $1 billion aggregate principal amount of 3.125% senior notes due 2022 and $1.25 billion aggregate principal amount of 4.650% senior notes due 2042. A portion of the proceeds from this offering was used to fund the repayment in July 2012 of $202 million aggregate principal amount of our 10.625% senior subordinated debentures and the redemption of $575 million aggregate principal amount of our 6.625% senior notes.
In October 2012, NBCUniversal issued $1 billion aggregate principal amount of 2.875% senior notes due 2023 and $1 billion aggregate principal amount of 4.450% senior notes due 2043. A portion of the proceeds from this issuance will be used to redeem in November 2012 the $260 million aggregate principal amount outstanding of Universal Orlando’s 8.875% senior notes due 2015 and the $146 million aggregate principal amount outstanding of Universal Orlando’s 10.875% senior subordinated notes due 2016. The carrying amount of these senior notes and senior subordinated notes was recorded in the current portion of long-term debt in our condensed consolidated balance sheet as of September 30, 2012.
Debt Repayments and Redemptions
| (in millions) |
Nine Months Ended 2012 |
|||
| 7% senior notes due 2055 |
$ | 1,125 | ||
| 6.625% senior notes due 2056 |
575 | |||
| 9.8% senior notes due 2012 |
553 | |||
| 10.625% senior subordinated debentures due 2012 |
202 | |||
| Other |
50 | |||
| Total |
$ | 2,505 | ||
Commercial Paper Program
During the nine months ended September 30, 2012, net repayments of commercial paper by NBCUniversal were $550 million.
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Revolving Credit Facility
In June 2012, Comcast and Comcast Cable Communications, LLC entered into a new $6.25 billion revolving credit facility due June 2017 with a syndicate of banks, which may be used for general corporate purposes. The new revolving credit facility replaces our prior $6.8 billion revolving credit facility, which was terminated in connection with the execution of the new revolving credit facility. The interest rate on the new facility consists of a base rate plus a borrowing margin that is determined based on Comcast’s credit rating. As of September 30, 2012, the borrowing margin for borrowings based on the London Interbank Offered Rate (“LIBOR”) was 1.125%. The terms of the new revolving credit facility’s financial covenants and guarantees are substantially the same as those under the prior revolving credit facility. As of September 30, 2012, amounts available under the new facility totaled $5.8 billion.
Note 7: Derivative Financial Instruments
We use derivative financial instruments to manage our exposure to the risks associated with fluctuations in interest rates, foreign exchange rates and equity prices.
We manage our exposure to fluctuations in interest rates by using derivative financial instruments such as interest rate exchange agreements (“swaps”), interest rate lock agreements (“rate locks”) and interest rate collars (“collars”). We sometimes enter into rate locks or collars to hedge the risk that the cash flows related to the interest payments on an anticipated issuance or assumption of fixed-rate debt may be adversely affected by interest rate fluctuations.
We manage our exposure to fluctuations in foreign exchange rates by using foreign exchange contracts such as forward contracts and currency options, as well as cross-currency swaps for our foreign currency denominated borrowings.
We manage our exposure to and benefits from price fluctuations in the common stock of some of our investments by using equity derivative financial instruments embedded in other contracts, such as prepaid forward sale agreements, whose values, in part, are derived from the market value of certain publicly traded common stock.
We manage the credit risks associated with our derivative financial instruments through diversification and the evaluation and monitoring of the creditworthiness of counterparties. Although we may be exposed to losses in the event of nonperformance by the counterparties, we do not expect such losses, if any, to be significant. We have agreements with certain counterparties that include collateral provisions. These provisions require a party with an aggregate unrealized loss position in excess of certain thresholds to post cash collateral for the amount in excess of the threshold. The threshold levels in our collateral agreements are based on our and the counterparties’ credit ratings. As of September 30, 2012, neither we nor any of our counterparties were required to post collateral under the terms of the agreements.
During the three and nine months ended September 30, 2012, there were no significant changes in the composition of any of our derivative financial instruments or their classification in our condensed consolidated balance sheet. In addition, the impact of our derivative financial instruments on our condensed consolidated financial statements was not material for the three and nine months ended September 30, 2012 and 2011.
See Note 8 for additional information on the fair value of our derivative financial instruments as of September 30, 2012 and December 31, 2011.
Note 8: Fair Value Measurements
The accounting guidance related to financial assets and financial liabilities (“financial instruments”) establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). Level 1 consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market. Level 2 consists of financial instruments that are valued using models or other valuation methodologies. These models use inputs that are observable either directly or indirectly. Level 3 consists of financial instruments whose values
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are determined using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Our financial instruments that are accounted for at fair value on a recurring basis are presented in the table below.
Recurring Fair Value Measures
| Fair Value as of | ||||||||||||||||||||
| September 30, 2012 | December 31, 2011 |
|||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Total | Total | |||||||||||||||
| Assets |
||||||||||||||||||||
| Trading securities |
$ | 3,866 | $ | — | $ | — | $ | 3,866 | $ | 2,895 | ||||||||||
| Available-for-sale securities |
226 | 29 | 21 | 276 | 131 | |||||||||||||||
| Interest rate swap agreements |
— | 234 | — | 234 | 246 | |||||||||||||||
| Foreign exchange contracts |
— | 10 | — | 10 | 10 | |||||||||||||||
| Equity warrants |
— | — | 2 | 2 | 2 | |||||||||||||||
| Total |
$ | 4,092 | $ | 273 | $ | 23 | $ | 4,388 | $ | 3,284 | ||||||||||
| Liabilities |
||||||||||||||||||||
| Derivative component of prepaid forward sale agreements and indexed debt instruments |
$ | — | $ | 2,153 | $ | — | $ | 2,153 | $ | 1,234 | ||||||||||
| Contractual obligations |
— | — | 984 | 984 | 1,004 | |||||||||||||||
| Contingent consideration |
— | — | 650 | 650 | 583 | |||||||||||||||
| Cross-currency swap agreements |
— | 8 | — | 8 | 69 | |||||||||||||||
| Foreign exchange contracts |
— | 15 | — | 15 | 8 | |||||||||||||||
| Total |
$ | — | $ | 2,176 | $ | 1,634 | $ | 3,810 | $ | 2,898 | ||||||||||
The fair values of the contractual obligations and contingent consideration in the table above are primarily based on certain expected future discounted cash flows, the determination of which involves the use of significant unobservable inputs. The most significant unobservable inputs we use are our estimates of the future revenue we expect to generate from certain NBCUniversal entities, which are related to our contractual obligations, and the future net tax benefits that will affect the payments to GE, which are related to contingent consideration. The discount rates used in the measurements of fair value were between 5.6% and 13% and are based on the underlying risk associated with our estimate of future revenue, as well as the terms of the respective contracts, and the uncertainty in the timing of our payments to GE. The fair value adjustments to these financial liabilities are recorded in other income (expense), net in our condensed consolidated statement of income.
Changes in Contractual Obligations and Contingent Consideration
| (in millions) | Contractual Obligations |
Contingent Consideration |
||||||
| Balance, December 31, 2011 |
$ | 1,004 | $ | 583 | ||||
| Acquisition accounting adjustments |
(20 | ) | — | |||||
| Fair value adjustments |
65 | 106 | ||||||
| Payments |
(65 | ) | (39 | ) | ||||
| Balance, September 30, 2012 |
$ | 984 | $ | 650 | ||||
Nonrecurring Fair Value Measures
We have assets and liabilities required to be recorded at fair value on a nonrecurring basis when certain circumstances occur. In the case of film or stage play production costs, upon the occurrence of an event or change in circumstance that may indicate that the fair value of a production is less than its unamortized costs, we determine the fair value of the production and record an adjustment for the amount by which the unamortized
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capitalized costs exceed the production’s fair value. The estimate of fair value of a production is determined using Level 3 inputs, primarily an analysis of future expected cash flows. Fair value adjustments of $155 million were recorded during the nine months ended September 30, 2012.
Note 9: Noncontrolling Interests
Certain of the subsidiaries that we consolidate are not wholly owned. Some of the agreements with the minority partners of these subsidiaries contain redemption features whereby interests held by the minority partners, including GE’s 49% interest in NBCUniversal, are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. If interests were to be redeemed under these agreements, we would generally be required to purchase the interest at fair value on the date of redemption. These interests are presented on the balance sheet outside of equity under the caption “Redeemable noncontrolling interests.” Noncontrolling interests that do not contain such redemption features are presented in equity.
The table below presents the changes in equity resulting from net income attributable to Comcast Corporation and transfers to or from noncontrolling interests.
| Nine Months Ended September 30 |
||||||||
| (in millions) | 2012 | 2011 | ||||||
| Net income attributable to Comcast Corporation |
$ | 4,685 | $ | 2,873 | ||||
| Transfers from (to) noncontrolling interests: |
||||||||
| Increase in Comcast Corporation additional paid-in capital resulting from the issuance of noncontrolling equity interest |
— | 1,657 | ||||||
| Increase in Comcast Corporation additional paid-in capital resulting from the purchase of noncontrolling interest |
2 | — | ||||||
| Changes in equity resulting from net income attributable to Comcast Corporation and transfers from (to) noncontrolling interests |
$ | 4,687 | $ | 4,530 | ||||
Note 10: Pension Plans and Postretirement Benefits
The tables below present the components of net periodic benefit expense related to our active pension plans and postretirement benefit plans.
| Three Months Ended September 30 | ||||||||||||||||
| 2012 | 2011 | |||||||||||||||
| (in millions) | Pension Benefits |
Postretirement Benefits |
Pension Benefits |
Postretirement Benefits |
||||||||||||
| Service cost |
$ | 32 | $ | 7 | $ | 27 | $ | 8 | ||||||||
| Interest cost |
4 | 7 | 3 | 7 | ||||||||||||
| Total benefits expense |
$ | 36 | $ | 14 | $ | 30 | $ | 15 | ||||||||
| Nine Months Ended September 30 | ||||||||||||||||
| 2012 | 2011 | |||||||||||||||
| (in millions) | Pension Benefits |
Postretirement Benefits |
Pension Benefits |
Postretirement Benefits |
||||||||||||
| Service cost |
$ | 95 | $ | 23 | $ | 72 | $ | 23 | ||||||||
| Interest cost |
13 | 22 | 9 | 22 | ||||||||||||
| Prior service cost |
— | — | — | (13 | ) | |||||||||||
| Other |
(2 | ) | — | — | — | |||||||||||
| Total benefits expense |
$ | 106 | $ | 45 | $ | 81 | $ | 32 | ||||||||
In April 2012, NBCUniversal provided funding to its qualified defined benefit plan of $76 million. The expected return on the plan assets is 5%.
In October 2012, NBCUniversal provided notice to its plan participants of an amendment to both the qualified and nonqualified NBCUniversal defined benefit plans that will freeze future benefits effective December 31, 2012. In addition, effective January 1, 2013, NBCUniversal will provide additional benefits to eligible employees through its other retirement benefit plans.
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Note 11: Share-Based Compensation
Our approach to long-term incentive compensation includes awarding stock options and restricted share units (“RSUs”) to certain employees and directors. We grant these awards under various plans. Additionally, through our employee stock purchase plans, employees are able to purchase shares of Comcast Class A common stock at a discount through payroll deductions.
In March 2012, we granted 21.8 million stock options and 5.7 million RSUs related to our annual management grant program. The weighted-average fair values associated with these grants were $7.38 per stock option and $27.43 per RSU.
Recognized Share-Based Compensation Expense
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
| (in millions) | 2012 | 2011 | 2012 | 2011 | ||||||||||||
| Stock options |
$ | 32 | $ | 30 | $ | 99 | $ | 86 | ||||||||
| Restricted share units |
38 | 35 | 114 | 113 | ||||||||||||
| Employee stock purchase plans |
4 | 4 | 12 | 10 | ||||||||||||
| Total |
$ | 74 | $ | 69 | $ | 225 | $ | 209 | ||||||||
As of September 30, 2012, we had unrecognized pretax compensation expense related to nonvested stock options and nonvested RSUs of $353 million and $384 million, respectively.
For the three and nine months ended September 30, 2012, the employee cost associated with participation in our employee stock purchase plans was satisfied with payroll deductions of $14 million and $50 million, respectively. For the three and nine months ended September 30, 2011, the employee cost associated with participation in our employee stock purchase plans was satisfied with payroll deductions of $16 million and $44 million, respectively.
Note 12: Supplemental Financial Information
Receivables
| (in millions) | September 30, 2012 |
December 31, 2011 |
||||||
| Receivables, gross |
$ | 5,569 | $ | 4,978 | ||||
| Less: Allowance for returns and customer incentives |
251 | 425 | ||||||
| Less: Allowance for doubtful accounts |
195 | 202 | ||||||
| Receivables, net |
$ | 5,123 | $ | 4,351 | ||||
Accumulated Other Comprehensive Income (Loss)
| (in millions) | September 30, 2012 |
September 30, 2011 |
||||||
| Unrealized gains (losses) on marketable securities |
$ | 97 | $ | 22 | ||||
| Deferred gains (losses) on cash flow hedges |
(90 | ) | (149 | ) | ||||
| Unrecognized gains (losses) on employee benefit obligations |
(54 | ) | (18 | ) | ||||
| Cumulative translation adjustments |
(1 | ) | (2 | ) | ||||
| Accumulated other comprehensive income (loss), net of deferred taxes |
$ | (48 | ) | $ | (147 | ) | ||
Operating Costs and Expenses
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
| (in millions) | 2012 | 2011 | 2012 | 2011 | ||||||||||||
| Programming and production |
$ | 5,726 | $ | 4,338 | $ | 15,017 | $ | 11,932 | ||||||||
| Cable Communications technical labor |
590 | 597 | 1,757 | 1,758 | ||||||||||||
| Cable Communications customer service |
485 | 474 | 1,460 | 1,403 | ||||||||||||
| Advertising, marketing and promotion |
1,223 | 1,101 | 3,713 | 3,186 | ||||||||||||
| Other |
3,512 | 3,255 | 9,986 | 9,080 | ||||||||||||
| Operating costs and expenses (excluding depreciation and amortization) |
$ | 11,536 | $ | 9,765 | $ | 31,933 | $ | 27,359 | ||||||||
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Net Cash Provided by Operating Activities
| Nine Months Ended September 30 |
||||||||
| (in millions) | 2012 | 2011 | ||||||
| Net income |
$ | 6,058 | $ | 3,572 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
5,815 | 5,638 | ||||||
| Amortization of film and television costs |
7,295 | 4,769 | ||||||
| Share-based compensation |
278 | 260 | ||||||
| Noncash interest expense (income), net |
158 | 111 | ||||||
| Equity in net (income) losses of investees, net |
(943 | ) | 40 | |||||
| Cash received from investees |
178 | 228 | ||||||
| Net (gain) loss on investment activity and other |
(1,071 | ) | 97 | |||||
| Deferred income taxes |
321 | 770 | ||||||
| Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: |
||||||||
| Change in receivables, net |
(763 | ) | 290 | |||||
| Change in film and television costs |
(7,290 | ) | (5,342 | ) | ||||
| Change in accounts payable and accrued expenses related to trade creditors |
424 | (242 | ) | |||||
| Change in other operating assets and liabilities |
779 | 15 | ||||||
| Net cash provided by operating activities |
$ | 11,239 | $ | 10,206 | ||||
Cash Payments for Interest and Income Taxes
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
| (in millions) | 2012 | 2011 | 2012 | 2011 | ||||||||||||
| Interest |
$ | 567 | $ | 612 | $ | 1,725 | $ | 1,809 | ||||||||
| Income taxes |
$ | 833 | $ | 596 | $ | 1,855 | $ | 1,166 | ||||||||
Noncash Investing and Financing Activities
During the nine months ended September 30, 2012:
| • | we acquired $602 million of property and equipment and intangible assets that were accrued but unpaid, which is a noncash investing activity |
| • | we recorded a liability of $432 million for a quarterly cash dividend of $0.1625 per common share paid in October 2012, which is a noncash financing activity |
| • | NBCUniversal acquired controlling interests in MSNBC.com and a previously held equity method investment based in Brazil |
| • | NBCUniversal entered into a capital lease transaction that resulted in an increase in property and equipment and debt of $85 million |
Note 13: Receivables Monetization
NBCUniversal monetizes certain of its accounts receivable under programs with a syndicate of banks. We account for receivables monetized through these programs as sales in accordance with the appropriate accounting guidance. We receive deferred consideration from the assets sold in the form of a receivable, which is funded by residual cash flows after the senior interests have been fully paid. The deferred consideration is recorded in receivables, net at its initial fair value, which reflects the net cash flows we expect to receive related to these interests. The accounts receivable we sold that underlie the deferred consideration are generally short-term in nature and, therefore, the fair value of the deferred consideration approximated its carrying value as of September 30, 2012.
NBCUniversal is responsible for servicing the receivables and remitting collections to the purchasers under the monetization programs. NBCUniversal performs this service for a fee that is equal to the prevailing market rate
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for such services. As a result, no servicing asset or liability has been recorded in our condensed consolidated balance sheet as of September 30, 2012. The servicing fees are a component of net (loss) gain on sale, which is presented in the table below.
Effect on Income from Receivables Monetization and Cash Flows on Transfers
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
| (in millions) | 2012 | 2011 | 2012 | 2011 | ||||||||||||
| Interest (expense) |
$ | (3 | ) | $ | — | $ | (9 | ) | $ | — | ||||||
| Net (loss) gain on sale(a) |
$ | — | $ | (7 | ) | $ | (1 | ) | $ | (24 | ) | |||||
| Net cash proceeds (payments) on transfers(b) |
$ | 293 | $ | (168 | ) | $ | 70 | $ | (542 | ) | ||||||
| (a) | Net (loss) gain on sale is included in other income (expense), net in our condensed consolidated statement of income. |
| (b) | Net cash proceeds (payments) on transfers are included within net cash provided by operating activities in our condensed consolidated statement of cash flows. |
Receivables Monetized and Deferred Consideration
| (in millions) | September 30, 2012 |
December 31, 2011 |
||||||
| Monetized receivables sold |
$ | 896 | $ | 961 | ||||
| Deferred consideration |
$ | 372 | $ | 268 | ||||
In addition to the amounts presented above, we had $1 billion and $781 million payable to our monetization programs as of September 30, 2012 and December 31, 2011, respectively. These amounts represent cash receipts that have not yet been remitted to the monetization programs as of the balance sheet date and are recorded to accounts payable and accrued expenses related to trade creditors.
Note 14: Commitments and Contingencies
Contingencies
Antitrust Cases
We are defendants in two purported class actions originally filed in December 2003 in the United States District Courts for the District of Massachusetts and the Eastern District of Pennsylvania. The potential class in the Massachusetts case, which has been transferred to the Eastern District of Pennsylvania, is our customer base in the “Boston Cluster” area, and the potential class in the Pennsylvania case is our customer base in the “Philadelphia and Chicago Clusters,” as those terms are defined in the complaints. In each case, the plaintiffs allege that certain customer exchange transactions with other cable providers resulted in unlawful horizontal market restraints in those areas and seek damages under antitrust statutes, including treble damages.
Classes of Chicago Cluster and Philadelphia Cluster customers were certified in October 2007 and January 2010, respectively. We appealed the class certification in the Philadelphia Cluster case to the Third Circuit Court of Appeals, which affirmed the class certification in August 2011 and denied our petition for a rehearing en banc in September 2011. In March 2010, we moved for summary judgment dismissing all of the plaintiffs’ claims in the Philadelphia Cluster. In April 2012, the District Court issued a decision dismissing some of the plaintiffs’ claims, but allowing two claims to proceed to trial. The plaintiffs’ claims concerning the other two clusters are stayed pending determination of the Philadelphia Cluster claims. In June 2012, the U.S. Supreme Court granted our petition to review the Third Circuit Court of Appeals’ ruling, and has scheduled oral argument for November 2012. In September 2012, the trial court stayed all trial and pretrial proceedings pending resolution of the Supreme Court appeal.
We also are among the defendants in a purported class action filed in the United States District Court for the Central District of California in September 2007. The potential class is comprised of all persons residing in the United States who have subscribed to an expanded basic level of video service provided by one of the defendants. The plaintiffs allege that the defendants who produce video programming have entered into agreements with the defendants who distribute video programming via cable and satellite (including us), which preclude the distributor defendants from reselling channels to customers on an “unbundled” basis in violation of federal
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antitrust laws. The plaintiffs seek treble damages and injunctive relief requiring each distributor defendant to resell certain channels to its customers on an “unbundled” basis. In October 2009, the Central District of California issued an order dismissing the plaintiffs’ complaint with prejudice. In March 2012, a panel of the Ninth Circuit Court of Appeals affirmed the District Court’s order. In April 2012, the plaintiffs filed a petition for a rehearing, which the Ninth Circuit denied in May 2012. In August 2012, the plaintiffs filed a petition for writ of certiorari with the U.S. Supreme Court, and in October 2012, we filed a brief in opposition to the petition.
In addition, we are the defendant in 22 purported class actions filed in federal district courts throughout the country. All of these actions have been consolidated by the Judicial Panel on Multidistrict Litigation in the United States District Court for the Eastern District of Pennsylvania for pre-trial proceedings. In a consolidated complaint filed in November 2009 on behalf of all plaintiffs in the multidistrict litigation, the plaintiffs allege that we improperly “tie” the rental of set-top boxes to the provision of premium cable services in violation of Section 1 of the Sherman Antitrust Act, various state antitrust laws and unfair/deceptive trade practices acts in California, Illinois and Alabama. The plaintiffs also allege a claim for unjust enrichment and seek relief on behalf of a nationwide class of our premium cable customers and on behalf of subclasses consisting of premium cable customers from California, Alabama, Illinois, Pennsylvania and Washington. In January 2010, we moved to compel arbitration of the plaintiffs’ claims for unjust enrichment and violations of the unfair/deceptive trade practices acts of Illinois and Alabama. In September 2010, the plaintiffs filed an amended complaint alleging violations of additional state antitrust laws and unfair/deceptive trade practices acts on behalf of new subclasses in Connecticut, Florida, Minnesota, Missouri, New Jersey, New Mexico and West Virginia. In the amended complaint, plaintiffs omitted their unjust enrichment claim, as well as their state law claims on behalf of the Alabama, Illinois and Pennsylvania subclasses. In June 2011, the plaintiffs filed another amended complaint alleging only violations of Section 1 of the Sherman Antitrust Act, antitrust law in Washington and unfair/deceptive trade practices acts in California and Washington. The plaintiffs seek relief on behalf of a nationwide class of our premium cable customers and on behalf of subclasses consisting of premium cable customers from California and Washington. In July 2011, we moved to compel arbitration of certain claims and to stay the remaining claims pending arbitration.
The West Virginia Attorney General also filed a complaint in West Virginia state court in July 2009 alleging that we improperly “tie” the rental of set-top boxes to the provision of digital cable services in violation of the West Virginia Antitrust Act and the West Virginia Consumer Credit and Protection Act. The Attorney General also alleges a claim for unjust enrichment/restitution. We removed the case to the United States District Court for West Virginia, and it was subsequently transferred to the United States District Court for the Eastern District of Pennsylvania and consolidated with the multidistrict litigation described above. In March 2010, the Eastern District of Pennsylvania denied the Attorney General’s motion to remand the case back to West Virginia state court. In June 2010, the Attorney General moved to sever and remand the portion of the claims seeking civil penalties and injunctive relief back to West Virginia state court. We filed a brief in opposition to the motion in July 2010.
We believe the claims in each of the pending actions described above in this item are without merit and intend to defend the actions vigorously. We cannot predict the outcome of any of the actions described above, including a range of possible loss, or how the final resolution of any such actions would impact our results of operations or cash flows for any one period or our consolidated financial position. In addition, as any action nears a trial, there is an increased possibility that the action may be settled by the parties. Nevertheless, the final disposition of any of the above actions is not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations or cash flows for any one period.
Other
We are a defendant in several unrelated lawsuits claiming infringement of various patents relating to various aspects of our businesses. In certain of these cases other industry participants are also defendants, and also in certain of these cases we expect that any potential liability would be in part or in whole the responsibility of our equipment and technology vendors under applicable contractual indemnification provisions. We are also subject to other legal proceedings and claims that arise in the ordinary course of our business. While the amount of ultimate liability with respect to such actions is not expected to materially affect our financial position, results of operations or cash flows, any litigation resulting from any such legal proceedings or claims could be time consuming, costly and injure our reputation.
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Note 15: Financial Data by Business Segment
We present our operations in five reportable business segments:
| • | Cable Communications: Consists primarily of video, high-speed Internet and voice services (“cable services”) for residential and business customers in the United States. |
| • | Cable Networks: Consists primarily of our national cable television networks, our regional sports and news networks, our international cable networks, our cable television production studio, and our related digital media properties. |
| • | Broadcast Television: Consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local television stations, our broadcast television production operations, and our related digital media properties. |
| • | Filmed Entertainment: Consists of the operations of Universal Pictures, which primarily produces, acquires, markets and distributes filmed entertainment worldwide. |
| • | Theme Parks: Consists primarily of our Universal theme parks in Orlando and Hollywood. |
In evaluating the profitability of our operating segments, the components of net income (loss) below operating income (loss) before depreciation and amortization are not separately evaluated by our management. Our financial data by business segment is presented in the tables below.
| Three Months Ended September 30, 2012 | ||||||||||||||||||||
| (in millions) | Revenue(g) | Operating Income (Loss) Before Depreciation and Amortization(h) |
Depreciation and Amortization |
Operating Income (Loss) |
Capital Expenditures |
|||||||||||||||
| Cable Communications(a) |
$ | 9,976 | $ | 3,998 | $ | 1,607 | $ | 2,391 | $ | 1,364 | ||||||||||
| NBCUniversal |
||||||||||||||||||||
| Cable Networks |
2,165 | 809 | 192 | 617 | 56 | |||||||||||||||
| Broadcast Television(c) |
2,777 | 88 | 22 | 66 | 17 | |||||||||||||||
| Filmed Entertainment |
1,355 | 72 | 4 | 68 | — | |||||||||||||||
| Theme Parks |
614 | 316 | 65 | 251 | 55 | |||||||||||||||
| Headquarters and Other(e) |
8 | (143 | ) | 54 | (197 | ) | 81 | |||||||||||||
| Eliminations(f) |
(97 | ) | (2 | ) | — | (2 | ) | — | ||||||||||||
| NBCUniversal |
6,822 | 1,140 | 337 | 803 | 209 | |||||||||||||||
| Corporate and Other |
112 | (101 | ) | 14 | (115 | ) | 9 | |||||||||||||
| Eliminations(f) |
(366 | ) | (29 | ) | 2 | (31 | ) | — | ||||||||||||
| Comcast Consolidated |
$ | 16,544 | $ | 5,008 | $ | 1,960 | $ | 3,048 | $ | 1,582 | ||||||||||
| Three Months Ended September 30, 2011 | ||||||||||||||||||||
| (in millions) | Revenue(g) | Operating Income (Loss) Before Depreciation and Amortization(h) |
Depreciation and Amortization |
Operating Income (Loss) |
Capital Expenditures |
|||||||||||||||
| Cable Communications(a) |
$ | 9,331 | $ | 3,714 | $ | 1,579 | $ | 2,135 | $ | 1,254 | ||||||||||
| NBCUniversal |
||||||||||||||||||||
| Cable Networks |
2,097 | 751 | 183 | 568 | 7 | |||||||||||||||
| Broadcast Television |
1,511 | (7 | ) | 24 | (31 | ) | 16 | |||||||||||||
| Filmed Entertainment |
1,096 | 54 | 6 | 48 | 2 | |||||||||||||||
| Theme Parks |
580 | 285 | 63 | 222 | 42 | |||||||||||||||
| Headquarters and Other(e) |
9 | (132 | ) | 56 | (188 | ) | 41 | |||||||||||||
| Eliminations(f) |
(93 | ) | — | — | — | — | ||||||||||||||
| NBCUniversal |
5,200 | 951 | 332 | 619 | 108 | |||||||||||||||
| Corporate and Other |
107 | (91 | ) | 23 | (114 | ) | 46 | |||||||||||||
| Eliminations(f) |
(299 | ) | — | (1 | ) | 1 | — | |||||||||||||
| Comcast Consolidated |
$ | 14,339 | $ | 4,574 | $ | 1,933 | $ | 2,641 | $ | 1,408 | ||||||||||
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| Nine Months Ended September 30, 2012 | ||||||||||||||||||||
| (in millions) | Revenue(g) | Operating Income (Loss) Before Depreciation and Amortization(h) |
Depreciation and Amortization |
Operating Income (Loss) |
Capital Expenditures |
|||||||||||||||
| Cable Communications(a) |
$ | 29,472 | $ | 12,054 | $ | 4,802 | $ | 7,252 | $ | 3,544 | ||||||||||
| NBCUniversal |
||||||||||||||||||||
| Cable Networks |
6,555 | 2,402 | 553 | 1,849 | 87 | |||||||||||||||
| Broadcast Television(c) |
6,168 | 274 | 64 | 210 | 36 | |||||||||||||||
| Filmed Entertainment |
3,778 | (5 | ) | 12 | (17 | ) | 4 | |||||||||||||
| Theme Parks |
1,565 | 708 | 190 | 518 | 154 | |||||||||||||||
| Headquarters and Other(e) |
31 | (444 | ) | 150 | (594 | ) | 195 | |||||||||||||
| Eliminations(f) |
(299 | ) | — | — | — | — | ||||||||||||||
| NBCUniversal |
17,798 | 2,935 | 969 | 1,966 | 476 | |||||||||||||||
| Corporate and Other |
416 | (255 | ) | 44 | (299 | ) | 23 | |||||||||||||
| Eliminations(f) |
(1,053 | ) | (34 | ) | — | (34 | ) | — | ||||||||||||
| Comcast Consolidated |
$ | 46,633 | $ | 14,700 | $ | 5,815 | $ | 8,885 | $ | 4,043 | ||||||||||
| Nine Months Ended September 30, 2011 | ||||||||||||||||||||
| (in millions) | Revenue(g) | Operating Income (Loss) Before Depreciation and Amortization(h) |
Depreciation and Amortization |
Operating Income (Loss) |
Capital Expenditures |
|||||||||||||||
| Cable Communications(a) |
$ | 27,756 | $ | 11,349 | $ | 4,791 | $ | 6,558 | $ | 3,488 | ||||||||||
| NBCUniversal |
||||||||||||||||||||
| Cable Networks(b) |
5,902 | 2,262 | 523 | 1,739 | 37 | |||||||||||||||
| Broadcast Television |
4,094 | 218 | 54 | 164 | 33 | |||||||||||||||
| Filmed Entertainment |
2,972 | (62 | ) | 15 | (77 | ) | 4 | |||||||||||||
| Theme Parks(d) |
1,376 | 607 | 133 | 474 | 82 | |||||||||||||||
| Headquarters and Other(e) |
34 | (381 | ) | 120 | (501 | ) | 83 | |||||||||||||
| Eliminations(f) |
(856 | ) | (234 | ) | (54 | ) | (180 | ) | — | |||||||||||
| NBCUniversal |
13,522 | 2,410 | 791 | 1,619 | 239 | |||||||||||||||
| Corporate and Other |
423 | (319 | ) | 55 | (374 | ) | 58 | |||||||||||||
| Eliminations(f) |
(901 | ) | 1 | 1 | — | — | ||||||||||||||
| Comcast Consolidated |
$ | 40,800 | $ | 13,441 | $ | 5,638 | $ | 7,803 | $ | 3,785 | ||||||||||
| (a) | For the three and nine months ended September 30, 2012 and 2011, Cable Communications segment revenue was derived from the following sources: |
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Residential: |
||||||||||||||||
| Video |
50.3% | 52.4% | 51.1% | 53.0% | ||||||||||||
| High-speed Internet |
24.1% | 23.6% | 24.1% | 23.4% | ||||||||||||
| Voice |
9.0% | 9.5% | 9.0% | 9.4% | ||||||||||||
| Business services |
6.2% | 5.0% | 5.9% | 4.7% | ||||||||||||
| Advertising |
6.1% | 5.3% | 5.5% | 5.3% | ||||||||||||
| Other |
4.3% | 4.2% | 4.4% | 4.2% | ||||||||||||
| Total |
100% | 100% | 100% | 100% | ||||||||||||
Subscription revenue received from customers who purchase bundled services at a discounted rate is allocated proportionally to each service based on the individual service’s price on a stand-alone basis. For both the three and nine months ended September 30, 2012 and 2011, 2.8% of Cable Communications revenue was derived from franchise and other regulatory fees.
| (b) | For the nine months ended September 30, 2011, our Cable Networks segment included the results of operations of the businesses we contributed to NBCUniversal, as well as the results of operations of the NBCUniversal contributed cable networks for the period January 29, 2011 through September 30, 2011. |
| (c) | For the three and nine months ended September 30, 2012, our Broadcast Television segment included all revenue and operating costs and expenses associated with our broadcast of the 2012 London Olympics, which generated $120 million of operating income before depreciation and amortization. This amount reflects the settlement of a $237 million liability associated with the unfavorable Olympics contract that had been recorded through the application of acquisition accounting in 2011. |
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| (d) | For the period January 29, 2011 through June 30, 2011, we recorded Universal Orlando as an equity method investment in our consolidated results of operations. However, our Theme Parks segment included the results of operations for Universal Orlando for the period January 29, 2011 through June 30, 2011to reflect our measure of operating performance for our Theme Parks segment. |
| (e) | NBCUniversal Headquarters and Other activities included costs and expenses associated with overhead, employee benefits and headquarter initiatives. |
| (f) | NBCUniversal eliminations for the nine months ended September 30, 2011 included the elimination of the results of operations for Universal Orlando for the period January 29, 2011 through June 30, 2011. These results were not included in NBCUniversal’s total and our consolidated results of operations for the period January 29, 2011 through June 30, 2011 because we recorded Universal Orlando as an equity method investment during this period. |
Also included in Eliminations are transactions that our segments enter into with one another. The most common types of transactions are the following:
| • | our Cable Networks and Broadcast Television segments generate revenue by selling programming to our Cable Communications segment, which represents a substantial majority of the revenue elimination amount |
| • | our Cable Communications segment receives incentives offered by our Cable Networks segment in connection with its distribution of the Cable Networks’ content, which are recorded as a reduction to programming expenses |
| • | our Cable Communications segment generates revenue by selling advertising and by selling the use of satellite feeds to our Cable Networks segment |
| • | our Filmed Entertainment and Broadcast Television segments generate revenue by licensing content to our Cable Networks segment |
| (g) | No single customer accounted for a significant amount of revenue in any period. |
| (h) | We use operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses from the sale of assets, if any, as the measure of profit or loss for our operating segments. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of certain of our businesses and from intangible assets recognized in business combinations. Additionally, it is unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure is useful to investors because it is one of the bases for comparing our operating performance with other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. This measure should not be considered a substitute for operating income (loss), net income attributable to Comcast Corporation, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP. |
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Note 16: Condensed Consolidating Financial Information
Comcast Corporation (“Comcast Parent”) and four of our 100% owned cable holding company subsidiaries, Comcast Cable Communications, LLC (“CCCL Parent”), Comcast MO Group, Inc. (“Comcast MO Group”), Comcast Cable Holdings, LLC (“CCH”) and Comcast MO of Delaware, LLC (“Comcast MO of Delaware”), have fully and unconditionally guaranteed each other’s debt securities. Comcast MO Group, CCH and Comcast MO of Delaware are collectively referred to as the “Combined CCHMO Parents.”
Comcast Corporation provides an unconditional subordinated guarantee of the $185 million principal amount currently outstanding of Comcast Holdings’ ZONES due October 2029. Comcast Corporation does not guarantee the $62 million principal amount currently outstanding of Comcast Holdings’ ZONES due November 2029.
Condensed Consolidating Balance Sheet
September 30, 2012
| (in millions) | Comcast Parent |
CCCL Parent |
Combined CCHMO Parents |
Comcast Holdings |
Non- Guarantor Subsidiaries |
Elimination and Consolidation Adjustments |
Consolidated Comcast Corporation |
|||||||||||||||||||||
| Assets |
||||||||||||||||||||||||||||
| Cash and cash equivalents |
$ | — | $ | — | $ | — | $ | — | $ | 8,899 | $ | — | $ | 8,899 | ||||||||||||||
| Investments |
— | — | — | — | 1,401 | — | 1,401 | |||||||||||||||||||||
| Receivables, net |
— | — | — | — | 5,123 | — | 5,123 | |||||||||||||||||||||
| Programming rights |
— | — | — | — | 1,037 | — | 1,037 | |||||||||||||||||||||
| Other current assets |
220 | 17 | 4 | — | 1,365 | — | 1,606 | |||||||||||||||||||||
| Total current assets |
220 | 17 | 4 | — | 17,825 | — | 18,066 | |||||||||||||||||||||
| Film and television costs |
— | — | — | — | 4,946 | — | 4,946 | |||||||||||||||||||||
| Investments |
— | — | — | — | 5,951 | — | 5,951 | |||||||||||||||||||||
| Investments in and amounts due from subsidiaries eliminated upon consolidation |
73,335 | 95,225 | 48,954 | 86,304 | 40,884 | (344,702 | ) | — | ||||||||||||||||||||
| Property and equipment, net |
248 | — | — | — | 26,736 | — | 26,984 | |||||||||||||||||||||
| Franchise rights |
— | — | — | — | 59,364 | — | 59,364 | |||||||||||||||||||||
| Goodwill |
— | — | — | — | 27,088 | — | 27,088 | |||||||||||||||||||||
| Other intangible assets, net |
11 | — | — | — | 17,860 | — | 17,871 | |||||||||||||||||||||
| Other noncurrent assets, net |
1,090 | 1 | — | 147 | 1,813 | (867 | ) | 2,184 | ||||||||||||||||||||
| Total assets |
$ | 74,904 | $ | 95,243 | $ | 48,958 | $ | 86,451 | $ | 202,467 | $ | (345,569 | ) | $ | 162,454 | |||||||||||||
| Liabilities and Equity |
||||||||||||||||||||||||||||
| Accounts payable and accrued expenses related to trade creditors |
$ | 16 | $ | — | $ | — | $ | — | $ | 6,234 | $ | — | $ | 6,250 | ||||||||||||||
| Accrued participations and residuals |
— | — | — | — | 1,282 | — | 1,282 | |||||||||||||||||||||
| Accrued expenses and other current liabilities |
1,170 | 294 | 24 | 275 | 5,241 | — | 7,004 | |||||||||||||||||||||
| Current portion of long-term debt |
— | 2,112 | 243 | — | 444 | — | 2,799 | |||||||||||||||||||||
| Total current liabilities |
1,186 | 2,406 | 267 | 275 | 13,201 | — | 17,335 | |||||||||||||||||||||
| Long-term debt, less current portion |
23,029 | 1,827 | 1,514 | 117 | 9,304 | — | 35,791 | |||||||||||||||||||||
| Deferred income taxes |
— | — | — | 747 | 30,208 | (724 | ) | 30,231 | ||||||||||||||||||||
| Other noncurrent liabilities |
1,797 | — | — | — | 11,206 | (143 | ) | 12,860 | ||||||||||||||||||||
| Redeemable noncontrolling interests |
— | — | — | — | 16,896 | — | 16,896 | |||||||||||||||||||||
| Equity: |
||||||||||||||||||||||||||||
| Common stock |
31 | — | — | — | — | — | 31 | |||||||||||||||||||||
| Other shareholders’ equity |
48,861 | 91,010 | 47,177 | 85,312 | 121,203 | (344,702 | ) | 48,861 | ||||||||||||||||||||
| Total Comcast Corporation shareholders’ equity |
48,892 | 91,010 | |
47,177 |
|
85,312 | 121,203 | |
(344,702 |
) |
48,892 | |||||||||||||||||
| Noncontrolling interests |
— | — | — | — | 449 | — | 449 | |||||||||||||||||||||
| Total equity |
48,892 | 91,010 | |
47,177 |
|
85,312 | 121,652 | |
(344,702 |
) |
49,341 | |||||||||||||||||
| Total liabilities and equity |
$ | 74,904 | $ | 95,243 | $ | 48,958 | $ | 86,451 | $ | 202,467 | $ | (345,569 | ) | $ | 162,454 | |||||||||||||
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Condensed Consolidating Balance Sheet
December 31, 2011
| (in millions) | Comcast Parent |
CCCL Parent |
Combined CCHMO Parents |
Comcast Holdings |
Non- Guarantor Subsidiaries |
Elimination and Consolidation Adjustments |
Consolidated Comcast Corporation |
|||||||||||||||||||||
| Assets |
||||||||||||||||||||||||||||
| Cash and cash equivalents |
$ | — | $ | — | $ | — | $ | — | $ | 1,620 | $ | — | $ | 1,620 | ||||||||||||||
| Investments |
— | — | — | — | 54 | — | 54 | |||||||||||||||||||||
| Receivables, net |
— | — | — | — | 4,351 | — | 4,351 | |||||||||||||||||||||
| Programming rights |
— | — | — | — | 987 | — | 987 | |||||||||||||||||||||
| Other current assets |
235 | 8 | 3 | — | 1,315 | — | 1,561 | |||||||||||||||||||||
| Total current assets |
235 | 8 | 3 | — | 8,327 | — | 8,573 | |||||||||||||||||||||
| Film and television costs |
— | — | — | — | 5,227 | — | 5,227 | |||||||||||||||||||||
| Investments |
— | — | — | — | 9,854 | — | 9,854 | |||||||||||||||||||||
| Investments in and amounts due from subsidiaries eliminated upon consolidation |
71,222 | 89,568 | 45,725 | 88,336 | 36,949 | (331,800 | ) | — | ||||||||||||||||||||
| Property and equipment, net |
262 | — | — | — | 27,297 | — | 27,559 | |||||||||||||||||||||
| Franchise rights |
— | — | — | — | 59,376 | — | 59,376 | |||||||||||||||||||||
| Goodwill |
— | — | — | — | 26,874 | — | 26,874 | |||||||||||||||||||||
| Other intangible assets, net |
9 | — | — | — | 18,156 | — | 18,165 | |||||||||||||||||||||
| Other noncurrent assets, net |
912 | 30 | 5 | 148 | 1,761 | (666 | ) | 2,190 | ||||||||||||||||||||
| Total assets |
$ | 72,640 | $ | 89,606 | $ | 45,733 | $ | 88,484 | $ | 193,821 | $ | (332,466 | ) | $ | 157,818 | |||||||||||||
| Liabilities and Equity |
||||||||||||||||||||||||||||
| Accounts payable and accrued expenses related to trade creditors |
$ | 10 | $ | — | $ | — | $ | — | $ | 5,695 | $ | — | $ | 5,705 | ||||||||||||||
| Accrued participations and residuals |
— | — | — | — | 1,255 | — | 1,255 | |||||||||||||||||||||
| Accrued expenses and other current liabilities |
1,030 | 189 | 77 | 272 | 3,346 | — | 4,914 | |||||||||||||||||||||
| Current portion of long-term debt |
26 | — | 554 | 202 | 585 | — | 1,367 | |||||||||||||||||||||
| Total current liabilities |
1,066 | 189 | 631 | 474 | 10,881 | — | 13,241 | |||||||||||||||||||||
| Long-term debt, less current portion |
22,451 | 3,953 | 1,764 | 111 | 9,663 | — | 37,942 | |||||||||||||||||||||
| Deferred income taxes |
— | — | — | 727 | 29,728 | (523 | ) | 29,932 | ||||||||||||||||||||
| Other noncurrent liabilities |
1,849 | — | — | — | 11,328 | (143 | ) | 13,034 | ||||||||||||||||||||
| Redeemable noncontrolling interests |
— | — | — | — | 16,014 | — | 16,014 | |||||||||||||||||||||
| Equity: |
||||||||||||||||||||||||||||
| Common stock |
32 | — | — | — | — | — | 32 | |||||||||||||||||||||
| Other shareholders’ equity |
47,242 | 85,464 | 43,338 | 87,172 | 115,826 | (331,800 | ) | 47,242 | ||||||||||||||||||||
| Total Comcast Corporation shareholders’ equity |
47,274 | 85,464 | 43,338 | 87,172 | 115,826 | (331,800 | ) | 47,274 | ||||||||||||||||||||
| Noncontrolling interests |
— | — | — | — | 381 | — | 381 | |||||||||||||||||||||
| Total equity |
47,274 | 85,464 | 43,338 | 87,172 | 116,207 | (331,800 | ) | 47,655 | ||||||||||||||||||||
| Total liabilities and equity |
$ | 72,640 | $ | 89,606 | $ | 45,733 | $ | 88,484 | $ | 193,821 | $ | (332,466 | ) | $ | 157,818 | |||||||||||||
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Table of Contents
Condensed Consolidating Statement of Income
For the Three Months Ended September 30, 2012
| (in millions) | Comcast Parent |
CCCL Parent |
Combined CCHMO Parents |
Comcast Holdings |
Non- Guarantor Subsidiaries |
Elimination and Consolidation Adjustments |
Consolidated Comcast Corporation |
|||||||||||||||||||||
| Revenue: |
||||||||||||||||||||||||||||
| Service revenue |
$ | — | $ | — | $ | — | $ | — | $ | 16,544 | $ | — | $ | 16,544 | ||||||||||||||
| Management fee revenue |
211 | 205 | 129 | — | — | (545 | ) | — | ||||||||||||||||||||
| 211 | 205 | 129 | — | 16,544 | (545 | ) | 16,544 | |||||||||||||||||||||
| Costs and Expenses: |
||||||||||||||||||||||||||||
| Operating costs and expenses |
99 | 205 | 129 | — | 11,648 | (545 | ) | 11,536 | ||||||||||||||||||||
| Depreciation |
8 | — | — | — | 1,541 | — | 1,549 | |||||||||||||||||||||
| Amortization |
1 | — | — | — | 410 | — | 411 | |||||||||||||||||||||
| 108 | 205 | 129 | — | 13,599 | (545 | ) | 13,496 | |||||||||||||||||||||
| Operating income (loss) |
103 | — | — | — | 2,945 | — | 3,048 | |||||||||||||||||||||
| Other Income (Expense): |
||||||||||||||||||||||||||||
| Interest expense |
(363 | ) | (81 | ) | (33 | ) | (4 | ) | (152 | ) | — | (633 | ) | |||||||||||||||
| Investment income (loss), net |
1 | — | — | (3 | ) | 72 | — | 70 | ||||||||||||||||||||
| Equity in net income (losses) of investees, net |
2,281 | 1,641 | 1,216 | 2,047 | 911 | (7,185 | ) | 911 | ||||||||||||||||||||
| Other income (expense), net |
— | — | — | — | 987 | — | 987 | |||||||||||||||||||||
| 1,919 | 1,560 | 1,183 | 2,040 | 1,818 | (7,185 | ) | 1,335 | |||||||||||||||||||||
| Income (loss) before income taxes |
2,022 | 1,560 | 1,183 | 2,040 | 4,763 | (7,185 | ) | 4,383 | ||||||||||||||||||||
| Income tax (expense) benefit |
91 | 28 | 12 | 3 | (1,539 | ) | — | (1,405 | ) | |||||||||||||||||||
| Net income (loss) |
2,113 | 1,588 | 1,195 | 2,043 | 3,224 | (7,185 | ) | 2,978 | ||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests |
— | — | — | — | (865 | ) | — | (865 | ) | |||||||||||||||||||
| Net income (loss) attributable to Comcast Corporation |
$ | 2,113 | $ | 1,588 | $ | 1,195 | $ | 2,043 | $ | 2,359 | $ | (7,185 | ) | $ | 2,113 | |||||||||||||
| Comprehensive income (loss) attributable to Comcast Corporation |
$ | 2,235 | $ | 1,591 | $ | 1,195 | $ | 2,043 | $ | 2,444 | $ | (7,273 | ) | $ | 2,235 | |||||||||||||
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Condensed Consolidating Statement of Income
For the Three Months Ended September 30, 2011
| (in millions) | Comcast Parent |
CCCL Parent |
Combined CCHMO Parents |
Comcast Holdings |
Non- Guarantor Subsidiaries |
Elimination and Consolidation Adjustments |
Consolidated Comcast Corporation |
|||||||||||||||||||||
| Revenue: |
||||||||||||||||||||||||||||
| Service revenue |
$ | — | $ | — | $ | — | $ | — | $ | 14,339 | $ | — | $ | 14,339 | ||||||||||||||
| Management fee revenue |
200 | 194 | 119 | — | — | (513 | ) | — | ||||||||||||||||||||
| 200 | 194 | 119 | — | 14,339 | (513 | ) | 14,339 | |||||||||||||||||||||
| Costs and Expenses: |
||||||||||||||||||||||||||||
| Operating costs and expenses |
84 | 194 | 119 | — | 9,881 | (513 | ) | 9,765 | ||||||||||||||||||||
| Depreciation |
8 | — | — | — | 1,532 | — | 1,540 | |||||||||||||||||||||
| Amortization |
— | — | — | — | 393 | — | 393 | |||||||||||||||||||||
| 92 | 194 | 119 | — | 11,806 | (513 | ) | 11,698 | |||||||||||||||||||||
| Operating income (loss) |
108 | — | — | — | 2,533 | — | 2,641 | |||||||||||||||||||||
| Other Income (Expense): |
||||||||||||||||||||||||||||
| Interest expense |
(358 | ) | (82 | ) | (43 | ) | (8 | ) | (146 | ) | — | (637 | ) | |||||||||||||||
| Investment income (loss), net |
1 | — | — | (5 | ) | (143 | ) | — | (147 | ) | ||||||||||||||||||
| Equity in net income (losses) of investees, net |
1,072 | 1,369 | 787 | 1,338 | (40 | ) | (4,566 | ) | (40 | ) | ||||||||||||||||||
| Other income (expense), net |
(3 | ) | — | — | — | (9 | ) | — | (12 | ) | ||||||||||||||||||
| 712 | 1,287 | 744 | 1,325 | (338 | ) | (4,566 | ) | (836 | ) | |||||||||||||||||||
| Income (loss) before income taxes |
820 | 1,287 | 744 | 1,325 | 2,195 | (4,566 | ) | 1,805 | ||||||||||||||||||||
| Income tax (expense) benefit |
88 | 29 | 15 | 5 | (776 | ) | — | (639 | ) | |||||||||||||||||||
| Net income (loss) |
908 | 1,316 | 759 | 1,330 | 1,419 | (4,566 | ) | 1,166 | ||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests |
— | — | — | — | (258 | ) | — | (258 | ) | |||||||||||||||||||
| Net income (loss) attributable to Comcast Corporation |
$ | 908 | $ | 1,316 | $ | 759 | $ | 1,330 | $ | 1,161 | $ | (4,566 | ) | $ | 908 | |||||||||||||
| Comprehensive income (loss) attributable to Comcast Corporation |
$ | 866 | $ | 1,319 | $ | 759 | $ | 1,330 | $ | 1,155 | $ | (4,563 | ) | $ | 866 | |||||||||||||
23
Table of Contents
Condensed Consolidating Statement of Income
For the Nine Months Ended September 30, 2012
| (in millions) | Comcast Parent |
CCCL Parent |
Combined CCHMO Parents |
Comcast Holdings |
Non- Guarantor Subsidiaries |
Elimination and Consolidation Adjustments |
Consolidated Comcast Corporation |
|||||||||||||||||||||
| Revenue: |
||||||||||||||||||||||||||||
| Service revenue |
$ | — | $ | — | $ | — | $ | — | $ | 46,633 | $ | — | $ | 46,633 | ||||||||||||||
| Management fee revenue |
625 | 610 | 381 | — | — | (1,616 | ) | — | ||||||||||||||||||||
| 625 | 610 | 381 | — | 46,633 | (1,616 | ) | 46,633 | |||||||||||||||||||||
| Costs and Expenses: |
||||||||||||||||||||||||||||
| Operating costs and expenses |
290 | 610 | 381 | — | 32,268 | (1,616 | ) | 31,933 | ||||||||||||||||||||
| Depreciation |
23 | — | — | — | 4,571 | — | 4,594 | |||||||||||||||||||||
| Amortization |
3 | — | — | — | 1,218 | — | 1,221 | |||||||||||||||||||||
| 316 | 610 | 381 | — | 38,057 | (1,616 | ) | 37,748 | |||||||||||||||||||||
| Operating income (loss) |
309 | — | — | — | 8,576 | — | 8,885 | |||||||||||||||||||||
| Other Income (Expense): |
||||||||||||||||||||||||||||
| Interest expense |
(1,084 | ) | (246 | ) | (102 | ) | (20 | ) | (446 | ) | — | (1,898 | ) | |||||||||||||||
| Investment income (loss), net |
4 | — | — | (2 | ) | 168 | — | 170 | ||||||||||||||||||||
| Equity in net income (losses) of investees, net |
5,186 | 4,863 | 3,591 | 5,171 | 943 | (18,811 | ) | 943 | ||||||||||||||||||||
| Other income (expense), net |
— | — | — | — | 924 | — | 924 | |||||||||||||||||||||
| 4,106 | 4,617 | 3,489 | 5,149 | 1,589 | (18,811 | ) | 139 | |||||||||||||||||||||
| Income (loss) before income taxes |
4,415 | 4,617 | 3,489 | 5,149 | 10,165 | (18,811 | ) | 9,024 | ||||||||||||||||||||
| Income tax (expense) benefit |
||||||||||||||||||||||||||||